##### Table of Contents






UNITED STATES


SECURITIES AND EXCHANGE COMMISSION




FORM 10-K




|    |                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
     For the fiscal year ended December 31, 2005, 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


GENERAL MOTORS ACCEPTANCE CORPORATION




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






|                                                         |  |                                                    
|-------------------------------------------------------- |  | ---------------------------------------------------
|Title of each class                                      |  |                                                    
|                                                         |  |                                                    
|61/8% Notes due January 22, 2008                         |  | 7.30% Public Income NotES (PINES) due March 9, 2031
|87/8% Notes due June 1, 2010                             |  | 7.35% Notes due August 8, 2032                     
|6.00% Debentures due April 1, 2011                       |  | 7.25% Notes due February 7, 2033                   
|10.00% Deferred Interest Debentures due December 1, 2012 |  | 7.375% Notes due December 16, 2044                 
|10.30% Deferred Interest Debentures due June 15, 2015    |  |                                                    







S-K 10-K 10-K.


12b-2




|                            |                       |                          
|--------------------------- | --------------------- | -------------------------
|Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X]

12b-2




None


Reduced Disclosure Format


10-K







---

TABLE OF CONTENTS



|         |  |  |  |  |  |  |  | 
|-------- |  |  |  |  |  |  |  | 
|Contents
|Part I  
|Part II 
|Part III
|Part IV 



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|                  |  |                                                                                                                  |    |      |     | 
|----------------- |  | ---------------------------------------------------------------------------------------------------------------- | -- | ---- | --- | 
|                  |  |                                                                                                                  |    | Page |    
|                  | 
|Part I            |  |                                                                                                                  |    |      |     | 
|Item 1.           |  | Business                                                                                                         |    |      | 1   | 
|Item 1A.          |  | Risk Factors                                                                                                     |    |      | 1   | 
|Item 1B.          |  | Unresolved Staff Comments                                                                                        |    |      | 9   | 
|Item 2.           |  | Properties                                                                                                       |    |      | 9   | 
|Item 3.           |  | Legal Proceedings                                                                                                |    |      | 9   | 
|Item 4.           |  | Submission of Matters to a Vote of Security Holders                                                              |    |      | *   | 
|                 
|Part II           |  |                                                                                                                  |    |      |     | 
|Item 5.           |  | Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities |    |      | 11  | 
|Item 6.           |  | Selected Financial Data                                                                                          |    |      | 11  | 
|Item 7.           |  | Managements Discussion and Analysis of Financial Condition
    and Results of Operations                        |    |      | 11  | 
|Item 7A.          |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |    |      | 11  | 
|Item 8.           |  | Financial Statements and Supplementary Data                                                                      |    |      | 11  | 
|                  |  | Statement of Responsibility for Preparation of Financial
    Statements                                          |    |      | 65  | 
|                  |  | Managements Report on Internal Control over Financial
    Reporting                                             |    |      | 66  | 
|                  |  | Reports of Independent Registered Public Accounting Firm                                                         |    |      | 68  | 
|                  |  | Consolidated Statement of Income                                                                                 |    |      | 70  | 
|                  |  | Consolidated Balance Sheet                                                                                       |    |      | 71  | 
|                  |  | Consolidated Statement of Changes in Stockholders Equity                                                        |    |      | 72  | 
|                  |  | Consolidated Statement of Cash Flows                                                                             |    |      | 73  | 
|                  |  | Notes to Consolidated Financial Statements                                                                       |    |      | 74  | 
|                  |  | Supplementary Financial Data                                                                                     |    |      | 117 | 
|Item 9.           |  | Changes in and Disagreements With Accountants on Accounting and
    Financial Disclosure                         |    |      | 11  | 
|Item 9A.          |  | Controls and Procedures                                                                                          |    |      | 11  | 
|Item 9B.          |  | Other Information                                                                                                |    |      | 12  | 
|                 
|Part III          |  |                                                                                                                  |    |      |     | 
|Item 10.          |  | Directors and Executive Officers of the Registrant                                                               |    |      | *   | 
|Item 11.          |  | Executive Compensation                                                                                           |    |      | *   | 
|Item 12.          |  | Security Ownership of Certain Beneficial Owners and Management
    and Related Shareholder Matters               |    |      | *   | 
|Item 13.          |  | Certain Relationships and Related Transactions                                                                   |    |      | *   | 
|Item 14.          |  | Principal Accountant Fees and Services                                                                           |    |      | 12  | 
|                 
|Part IV           |  |                                                                                                                  |    |      |     | 
|Item 15.          |  | Exhibits, Financial Statement Schedules                                                                          |    |      | 13  | 
|Signatures        |  |                                                                                                                  | 14 |     
|Index of Exhibits |  |                                                                                                                  | 15 |     



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



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Item 1. Business


Overview








|  |                                                                                                                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Financing  We offer a wide variety of
    automotive financial services to and through General Motors and
    other automobile dealerships and to the customers of those
    dealerships. We also provide commercial financing and factoring
    services to businesses in other industries (e.g., manufacturing
    and apparel).
| 
| | Mortgage  We originate, purchase, service,
    sell and securitize residential and commercial mortgage loans
    and mortgage related products.                                                                                                                                                                                   
| 
| | Insurance  We insure and reinsure automobile
    service contracts, personal automobile insurance coverages
    (ranging from preferred to non-standard risk) and selected
    commercial insurance coverages.                                                                                                                    

Certain Regulatory Matters




International Banks and Finance Companies


10-K,


Depository Institutions




Insurance Companies




Other




10-K, 10-Q 8-K


Item 1A. Risk Factors




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


1



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higher levels could have a material adverse effect on our
business.




B-1, A-3. R-2 R-2 Prime-2. 10-K




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.




2



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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.




3



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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.




4



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Our earnings may decrease because of increases or decreases
in interest rates.






|  |                                                                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rising interest rates will increase our cost of funds.                                                                                                                                                             
| 
| | Rising interest rates may reduce our consumer automotive
    financing volume by influencing consumers to pay cash for, as
    opposed to financing, vehicle purchases.                                            
| 
| | Rising interest rates generally reduce our residential mortgage
    loan production as borrowers become less likely to refinance and
    the costs associated with acquiring a new home becomes more
    expensive.
| 
| | Rising interest rates will generally reduce the value of
    mortgage and automotive financing loans and contracts and
    retained interests and fixed income securities held in our
    investment portfolio.    



Our hedging strategies may not be successful in mitigating
our risks associated with changes in interest rates and could
affect our profitability and financial condition.




Our residential mortgage subsidiarys ability to pay
dividends and to prepay subordinated debt obligations to us is
restricted by contractual arrangements.








A failure of or interruption in the communications and
information systems on which we rely to conduct our business
could adversely affect our revenues and profitability.




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.




5



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Our business outside the United States exposes us to
additional risks that may cause our revenues and profitability
to decline.






|  |                                                                               
|- | ------------------------------------------------------------------------------
| | multiple foreign regulatory requirements that are subject to
    change;      
| 
| | differing local product preferences and product requirements;                 
| 
| | fluctuations in foreign currency exchange rates and interest
    rates;       
| 
| | difficulty in establishing, staffing and managing foreign
    operations;     
| 
| | differing labor regulations;                                                  
| 
| | consequences from changes in tax laws; and                                    
| 
| | political and economic instability, natural calamities, war and
    terrorism.



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.








|  |                                                                                                                                                                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A significant and sustained increase in gasoline prices could
    decrease new and used vehicle purchases, thereby reducing the
    demand for automotive retail financing and automotive wholesale
    financing.                                                                                                                                                                         
| 
| | A general decline in residential home prices in the United
    States could negatively affect the value of our mortgage loans
    held for investment and our retained interests in securitized
    mortgage loans. Such a decrease could also restrict our ability
    to originate, sell or securitize mortgage loans and impact the
    repayment of advances under our warehouse loans.
| 
| | An increase in automotive labor rates or parts prices could
    negatively affect the value of our automotive extended service
    contracts.                                                                                                                                                                                                                                              

Our profitability and financial condition may be materially
adversely affected by decreases in the residual value of
off-lease vehicles.




6



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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.




7



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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.






Risks Related to Our Controlling Stockholder


GM is considering the sale of a controlling interest in us as
well as exploring strategic and structural alternatives for
ResCap. There is a risk that these initiatives may not occur, or
if they do occur, they may not delink our credit rating from
GMs credit rating or maintain ResCaps investment
grade ratings.




8



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|  |                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our access to capital may be seriously constrained, as most
    unsecured funding sources may decline, including bank funding;                                                                     
| 
| | The cost of funds related to borrowings that are secured by
    assets (known as secured funding) may increase and
    this could lead to a reduction in liquidity for certain asset
    classes.
| 
| | It may be increasingly difficult to securitize assets, resulting
    in reduced capacity to support overall automotive originations
    as well as reduced advances on future securitizations;     
| 
| | Uncompetitive funding costs may result in a lower return on
    capital and significantly lower earnings and dividends; and                                                                        
| 
| | We may need to consider divesting of certain businesses in order
    to maintain adequate liquidity to fund new originations or
    otherwise preserve the value of our business.                  

Item 1B. Unresolved Staff Comments




Item 2. Properties




Item 3. Legal Proceedings




10-K,




Shareholder Class Actions


Folksam Asset Management v. General Motors, et
al. 10-K. Galliani v.
General Motors, et al In re General Motors Securities Litigation


8-K


9



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Motion for Consolidation and Transfer to the Eastern District
of Michigan


In re General Motors
Securities Litigation Folksam Asset
Management v. General Motors, et al. Galliani v.
General Motors, et. al.




Bondholder Class Actions


Zielezienski, et al. v. General
Motors, et al S-3 10-Q 8-K J&R
Marketing Mager


J&R Marketing, et al. v. General
Motors Corporation, et al


Mager v. General Motors Corporation, et al. J&R Marketing Mager


10



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Item 5. Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities




Item 6. Selected Financial Data




Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations


10-K 10-K, 10-Q 8-K.


Item 7A. Quantitative and Qualitative Disclosures
About Market Risk




Item 8. Financial Statements and Supplementary
Data




Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure




Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures






Material Weakness in


Internal Control Over Financial Reporting




10-K,


11



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Statement of Cash
Flows  Exemption of Certain Enterprises and
Classification of Cash Flows from Certain Securities Acquired
for Resale


10-K. 10-Q






Changes in Internal Control Over Financial Reporting


13a-15(f)


Inherent Limitations




10-K.


Item 9B. Other Information











Item 14. Principal Accountant Fees and Services






|                                |          |      |    |    |      |   |    |    | 
|------------------------------- | -------- | ---- | -- | -- | ---- | - | -- | -- | 
|December 31, ($ in millions)    |          | 2005 |    |    | 2004 |  
|                                |         
|Audit fees (a)                  |          | $    | 29 |    |      | $ | 27 |   
|Audit-related fees (b)          |          |      | 1  |    |      |   | 2  |   
|Tax fees (c)                    |          |      | 4  |    |      |   | 4  |   
|                               
|                                | Subtotal |      |    | 34 |      |   |    | 33 | 
|All other fees (d)              |          |      |   |    |      |   | 1  |   
|                               
|Total principal accountant fees |          | $    | 34 |    |      | $ | 34 |   
|                               

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Audit feespertain to the audit of our annual
    Consolidated Financial Statements, including reviews of the
    interim financial statements contained in our Quarterly Reports
    on Form 10-Q and
    completion of statutory reports. Also included in this category
    are $9 in 2005 and $7 in 2004 of fees for services such as
    comfort letters to underwriters in connection with debt
    issuances, attest services, consents to the incorporation of the
    Deloitte & Touche audit report in publicly filed
    documents and assistance with and review of documents filed with
    the SEC.

12



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Audit-related feespertain to assurance and related
    services that are traditionally performed by the principal
    accountant, including employee benefit plan audits, due
    diligence related to mergers and acquisitions, accounting
    consultations and audits in connection with proposed or
    consummated acquisitions, internal control reviews, attest
    services that are not required by statute or regulation and
    consultation concerning financial accounting and reporting
    standards.
|(c) | Tax feespertain to services performed for tax
    compliance, tax planning and tax advice, including preparation
    of tax returns and claims for refund and tax payment-planning
    services. Tax planning and advice also includes assistance with
    tax audits and appeals and tax advice related to specific
    transactions.                                                                                                                                                                              
|(d) | All other feespertain primarily to assistance with the
    implementation of non-financial systems.                                                                                                                                                                                                                                                                                                                                                                                                                 

pre-approved











Item 15. Exhibits, Financial Statement Schedules




13



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| |                                      
| | -------------------------------------
| | General Motors Acceptance Corporation
| | (Registrant)                         
|
| | /s/ Eric A. Feldstein                
| |                                      
| | Eric A. Feldstein                    
| | Principal Executive Officer          



|                                                                                                            |  |                                                                                                         
|----------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|                                                                                                           
|/s/ Eric A. FeldsteinEric A. Feldstein
    Chairman and Director                                            |  | /s/ W. Allen ReedW. Allen Reed
    Director and GMAC Audit Committee Chairman                           
|                                                                                                           
|/s/ William F. MuirWilliam F. Muir
    President and Director                                               |  | /s/ Walter G. BorstWalter G. Borst
    Director and GMAC Audit Committee Member                         
|                                                                                                           
|/s/ Sanjiv KhattriSanjiv Khattri
    Executive Vice President, Principal Financial Officer and
    Director |  | /s/ Frederick A.
    HendersonFrederick A. Henderson
    Director and GMAC Audit Committee Member       
|                                                                                                           
|/s/ Mark F. BoleMark F. Bole
    Executive Vice President, International Operations and Director            |  | /s/ Mark R. LaNeveMark R. LaNeve
    Director                                                           
|                                                                                                           
|/s/ Barbara J. StokelBarbara J. Stokel
    Executive Vice President, North American Operations and Director |  | /s/ G. Richard
    Wagoner, Jr.G. Richard Wagoner, Jr.
    Director                                     
|                                                                                                           
|                                                                                                            |  | /s/ Linda K. ZukauckasLinda K. Zukauckas
    Vice President, Controller and Principal Accounting Officer

14



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|        |       |  |             |                                                                                                                                                                                           |                  |                                                                                                                                                                     
|------- | ----- |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  | Description |                                                                                                                                                                                           | Method of Filing
|       
|        | 3.1   |  |             | Certificate of Incorporation of GMAC Financial Services
    Corporation dated February 20, 1997                                                                                           |                  | Filed as Exhibit 3.1 to the Companys Quarterly Report
    on Form 10-Q for the period ended June 30, 2002
    (File No. 1-3754); incorporated herein by reference. 
|       
|        | 3.2   |  |             | Certificate of Merger of GMAC and GMAC Financial Services
    Corporation dated December 17, 1997                                                                                         |                  | Filed as Exhibit 3.2 to the Companys Quarterly Report
    on Form 10-Q for the period ended June 30, 2002
    (File No. 1-3754); incorporated herein by reference. 
|       
|        | 3.3   |  |             | By-Laws of General Motors Acceptance Corporation as amended
    through April 1, 2004                                                                                                     |                  | Filed as Exhibit 3.3 to the Companys Quarterly Report
    on Form 10-Q for the period ended March 31, 2004
    (File No. 1-3754); incorporated herein by reference.
|       
|        | 4.1   |  |             | Form of Indenture dated as of July 1, 1982 between the
    Company and Bank of New York (Successor Trustee to Morgan
    Guaranty Trust Company of New York), relating to Debt Securities |                  | Filed as Exhibit 4(a) to the Companys Registration
    Statement No. 2-75115; incorporated herein by reference.                                                    
|       
|        | 4.1.1 |  |             | Form of First Supplemental Indenture dated as of
    April 1, 1986 supplementing the Indenture designated
    as Exhibit 4.1                                                              |                  | Filed as Exhibit 4(g) to the Companys Registration
    Statement No. 33-4653; incorporated herein by reference.                                                    
|       
|        | 4.1.2 |  |             | Form of Second Supplemental Indenture dated as of
    June 15, 1987 supplementing the indenture designated
    as Exhibit 4.1                                                             |                  | Filed as Exhibit 4(h) to the Companys Registration
    Statement No. 33-15236; incorporated herein by reference.                                                   
|       
|        | 4.1.3 |  |             | Form of Third Supplemental Indenture dated as of
    September 30, 1996 supplementing the indenture
    designated as Exhibit 4.1                                                         |                  | Filed as Exhibit 4(i) to the Companys Registration
    Statement No. 333-33183; incorporated herein by reference.                                                  
|       
|        | 4.1.4 |  |             | Form of Fourth Supplemental Indenture dated as of
    January 1, 1998 supplementing the Indenture designated
    as Exhibit 4.1                                                           |                  | Filed as Exhibit 4(j) to the Companys Registration
    Statement No. 333-48705; incorporated herein by reference.                                                  
|       
|        | 4.1.5 |  |             | Form of Fifth Supplemental Indenture dated as of
    September 30, 1998 supplementing the indenture
    designated as Exhibit 4.1                                                         |                  | Filed as Exhibit 4(k) to the Companys Registration
    Statement No. 333-75463; incorporated herein by reference.                                                  
|       
|        | 4.2   |  |             | Form of Indenture dated as of September 24, 1996
    between the Company and The Chase Manhattan Bank, Trustee,
    relating to SmartNotes                                                |                  | Filed as Exhibit 4 to the Companys Registration
    Statement No. 333-12023; incorporated herein by reference.                                                     
|       
|        | 4.2.1 |  |             | Form of First Supplemental Indenture dated as of
    January 1, 1998 supplementing the Indenture designated
    as Exhibit 4.2                                                            |                  | Filed as Exhibit 4(a)(1) to the Companys Registration
    Statement No. 333-48207; incorporated herein by reference.                                               
|       
|        | 4.3   |  |             | 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.                                                    
|       
|        | 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.                                                   

15



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|                                                                                                                                                                                                                                                                                                                                                     |       |  |             |                                                                                                                                       |                  |                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                                                                                                                                                                                                                                                                                              |       |  | Description |                                                                                                                                       | Method of Filing
|                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                     | 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.                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                     | 23.1  |  |             | Consent of Independent Registered Public Accounting Firm                                                                              |                  | 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.                                                                                                                                          

16



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|                                                 |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |  
|------------------------------------------------ |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  | ---- | -------- | - |  |  | -------- | -
|As of or for the year ended December 31,         |  |      |          |   |      |  |          |      |  | 
|($ in millions)                                  |  | 2005 |          |   | 2004 |  |          | 2003 |  |  | 2002     |   |  | 2001 |         
|                                                 | 
|Financing, mortgage, insurance and other revenue |  |      | $33,222  |   |      |  | $30,155  |      |  |  | $27,704  |   |  |      | $24,510  |   |  |  | $23,919  |  
|Interest and discount expense                    |  |      | (12,930  | ) |      |  | (9,535   | )    |  |  | (7,564   | ) |  |      | (6,834   | ) |  |  | (7,729   | )
|Provision for credit losses                      |  |      | (1,085   | ) |      |  | (1,953   | )    |  |  | (1,721   | ) |  |      | (2,153   | ) |  |  | (1,472   | )
|                                                
|Total net revenue                                |  |      | 19,207   |   |      |  | 18,667   |      |  |  | 18,419   |   |  |      | 15,523   |   |  |  | 14,718   |  
|Goodwill impairment (a)                          |  |      | (712     | ) |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|Noninterest expense                              |  |      | (14,896  | ) |      |  | (14,320  | )    |  |  | (14,035  | ) |  |      | (12,582  | ) |  |  | (11,919  | )
|                                                
|Income before income tax expense                 |  |      | 3,599    |   |      |  | 4,347    |      |  |  | 4,384    |   |  |      | 2,941    |   |  |  | 2,799    |  
|Income tax expense                               |  |      | (1,205   | ) |      |  | (1,434   | )    |  |  | (1,591   | ) |  |      | (1,071   | ) |  |  | (1,047   | )
|Cumulative effect of accounting change (b)       |  |      |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  | 34       |  
|                                                
|Net income                                       |  |      | $2,394   |   |      |  | $2,913   |      |  |  | $2,793   |   |  |      | $1,870   |   |  |  | $1,786   |  
|Dividends paid                                   |  |      | $2,500   |   |      |  | $1,500   |      |  |  | $1,000   |   |  |      | $400     |   |  |  | $       |  
|Total assets                                     |  |      | $320,516 |   |      |  | $324,139 |      |  |  | $288,163 |   |  |      | $227,728 |   |  |  | $192,855 |  
|Total debt (c)                                   |  |      | $254,407 |   |      |  | $268,960 |      |  |  | $238,862 |   |  |      | $183,232 |   |  |  | $151,806 |  
|Stockholders equity                             |  |      | $21,778  |   |      |  | $22,417  |      |  |  | $20,236  |   |  |      | $17,831  |   |  |  | $16,134  |  
|                                                

|    |                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Relates to goodwill impairments taken at our Commercial Finance
    Group operating segment and our Commercial Mortgage reporting
    segment.                                                                                                                                                 
|(b) | Relates to the January 1, 2001 adoption of Statement of
    Financial Accounting Standards 133, Accounting for
    Derivatives Instruments and Hedging Activities.                                                                                                                             
|(c) | Does not include $4,313 in Commercial Mortgage debt at
    December 31, 2005, which was transferred to liabilities
    associated with reporting segment held for sale in our
    Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.

17



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| |         
| | --------
| | Overview





Operating Summary




|                                        |  |      |       |   |      |   |       |   |  | 
|--------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | - |  | 
|Year ended December 31, ($ in millions) |  | 2005 |       |   | 2004 |   |       |  
|                                       
|Financing (a)                           |  |      | $666  |   |      | $ | 1,476 |   |  | 
|Mortgage (b)                            |  |      | 1,311 |   |      |   | 1,108 |   |  | 
|Insurance                               |  |      | 417   |   |      |   | 329   |   |  | 
|                                       
|Net income                              |  | $    | 2,394 |   |      | $ | 2,913 |   |  | 
|                                       
|Return on average equity                |  |      | 10.6  | % |      |   | 13.3  | % |  | 
|                                       

|    |                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes our North America and International automotive finance
    reporting segments, separately identified in Note 23 to our
    Consolidated Financial Statements, as well as our Commercial
    Finance Group operating segment.
|(b) | Includes our GMAC Residential, GMAC-RFC and GMAC Commercial
    Mortgage reporting segments, separately identified in
    Note 23 to our Consolidated Financial Statements.                                                          











Outlook




18



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Potential sale of GMAC  In the fourth quarter
    of 2005, GM announced that it is exploring options to further
    enhance our liquidity position and our ability to support GM/
    GMAC synergies. GM stated that GM is exploring the possible sale
    of a controlling interest in GMAC to a strategic partner while
    also continuing to evaluate strategic and structural
    alternatives to help ensure that its residential mortgage
    business, Residential Capital Corporation (ResCap), retains its
    investment grade rating. GM is currently in discussions with
    potential interested parties, and the process is ongoing. As
    this process continues, and recognizing there is some
    uncertainty, management is preparing for a number of potential
    outcomes with the focus on generating attractive returns,
    supporting GM vehicle sales and maintaining sufficient
    liquidity. Refer also to Risks Related to Our Controlling
    Stockholder on page 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| | Funding and liquidity  Our ability to
    adequately fund our operations at attractive rates is a key
    component of our future profitability. We have experienced a
    series of credit rating actions resulting in the downgrade of
    our credit ratings to below investment grade. The negative
    actions were due primarily to concerns regarding the financial
    outlook of GM related to its overall market position in the
    automotive industry and its burdensome health care obligations.
    As a result, our unsecured borrowing spreads have widened
    significantly over the past several years, impacting our overall
    cost of borrowings, as well as significantly reducing our net
    interest margins. In addition, these downgrades have limited our
    access to traditional unsecured funding sources, which has
    caused us to shift our funding to more secured sources, expand
    our banking activities and restructure our Mortgage operations,
    enabling ResCap to issue public debt that carries a rating
    separate from our rating. Despite these challenges, we have
    continued to meet funding demands and maintain a strong
    liquidity profile. Refer to the Funding and Liquidity section in
    this MD&A for further discussion.                                                                                                                                                                                                                                 
| 
| | Residential mortgage market  Despite
    relatively stable overall U.S. residential mortgage
    industry volume in 2005, as compared to 2004, our Mortgage
    operations posted strong results. Our residential mortgage
    operations have benefited from market share gains, which helped
    to mitigate the impact of flat industry volumes. However, an
    increasingly competitive pricing environment has resulted in
    lower margins in 2005, as compared to 2004. Management expects
    this trend to continue in 2006 as pricing pressures continue.
    However, the impact of declines in U.S. industry volume is
    largely expected to be mitigated through increased market share,
    increased fee-based income (which is less sensitive to
    origination volume) and international growth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
| | Consumer and commercial credit risk  We are
    exposed to credit risk on the portfolio of consumer automotive
    finance receivables and residential mortgage loans held for sale
    and held for investment, as well as on the interests retained
    from our securitization activities of these asset classes. In
    addition, we are exposed to credit risk from various commercial
    portfolios, including wholesale financing to individual dealers
    or dealer groups, asset-based lending and equipment and
    inventory financing, as well as construction and commercial
    property lending. Credit losses in our consumer and commercial
    portfolios are influenced by general business and economic
    conditions of the industries and countries in which we operate.
    We actively manage our credit risk and believe that as of
    December 31, 2005, we are adequately reserved for
    potential losses incurred in the portfolios. However, a negative
    change in economic factors (particularly in the
    U.S. economy) could adversely impact our future earnings.
    As many of our credit exposures are collateralized by vehicles
    and homes, the severity of losses is particularly sensitive to a
    decline in used vehicle and residential home prices. In
    addition, the overall frequency of losses would be negatively
    influenced by an increase in macro-economic factors, such as
    unemployment rates and bankruptcy filings (both consumer and
    commercial).
| 
| | Rising market interest rates  Historically,
    our earnings have been negatively impacted by rising interest
    rates, which management expects to continue in 2006. In
    particular, for our automotive financing operations, a
    flattening yield curve with debt repricing faster than earning
    assets negatively impacts our net financing margins. A
    flattening of the yield curve also impacts our mortgage
    operations from both a funding perspective (similar to our
    automotive finance business) as well as the value of mortgage
    servicing rights, which we manage through an active hedging
    program. Refer to the Market Risk section of this MD&A for
    further discussion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

19



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| |                  
| | -----------------
| | Business Overview







|                     |  |                     |  |                     
|-------------------- |  | ------------------- |  | --------------------
|                     |  | GMAC                |  |                     
|                    
|Financing Operations |  | Mortgage Operations |  | Insurance Operations
|                    

|                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|GMAC                                                                                                                                                                                                                                                               
|Financing Operations                                                                                                                                                                                                                                                |  | Mortgage Operations                                                                                                                                                                                                                                                                                                                                   |  | Insurance Operations                                                                                                                                                                                                                                               
|Consumer Financing  Automotive Retail Contracts
    and    LeasesCommercial Financing  Automotive Dealer
    Financing  Automotive Fleet
    Financing  Full-Service
    Leasing  Asset Based
    Lending  Equipment
    Finance  Structured
    Finance  Factoring |  | Residential Real Estate Finance  Residential Mortgage BankingWarehouse Lending
     Other Real Estate Finance and  Related
    Activities  Residential Construction
    Finance  Residential Equity  Model
    Home Finance  Residential Real Estate
    Services  Real Estate Brokerage
    Services  Relocation ServicesCommercial Mortgage Banking |  | Personal Lines  Physical Damage and
    Liability    Insurance for
    Vehicles  Homeowners InsuranceOther Consumer Products  Extended Service ContractsCommercial Products  Automotive Dealer
    Inventory    Insurance  Property
    and Casualty    Reinsurance

Financing Operations








|  |                                                                                                                                                                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Provide consumer automotive financing products and services,
    including purchasing or originating, selling and securitizing
    automotive retail contracts and leases with retail customers
    primarily from GM and GM-affiliated dealers and performing
    service activities such as collection and processing activities
    related to those contracts;
| 
| | Provide automotive dealer financing products and services,
    including financing the purchases of new and used vehicles by
    dealers, making loans or revolving lending facilities for other
    purposes to dealers, selling and securitizing automotive dealer
    receivables and loans, and servicing and monitoring such
    financing;                  
| 
| | Provide fleet financing to automotive dealers and others, which
    finances their purchase of vehicles that they lease or rent to
    others;                                                                                                                                                                                                                    
| 
| | Provide full service individual leasing and fleet leasing
    products, including maintenance, fleet and accident management
    services as well as fuel programs, short-term vehicle rental and
    title and licensing services;                                                                                                                               
| 
| | Provide asset-based lending, equipment finance, structured
    finance and factoring services to companies in the apparel,
    textile, automotive supplier and other industries; and                                                                                                                                                                             
| 
| | Hold a portfolio of automotive retail contracts, leases and
    automotive dealer finance receivables for investment and
    retained interests from our securitization activities.                                                                                                                                                                               

Mortgage Operations




20



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|  |                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Originate, purchase, sell and securitize residential and
    commercial mortgage loans primarily in the United States, as
    well as internationally;                                     
| 
| | Provide primary and master servicing to investors in our
    residential mortgage loans and securitizations;                                                                               
| 
| | Provide collateralized lines of credit, which we refer to as
    warehouse lending facilities, to other originators of
    residential mortgage loans both in the United States and Mexico;
| 
| | Hold a portfolio of residential mortgage loans for investment
    and retained interests from our securitization activities;                                                               
| 
| | Provide bundled real estate services, including real estate
    brokerage services, full service relocation services, mortgage
    closing services and settlement services; and           
| 
| | Provide specialty financing and equity capital to residential
    land developers and homebuilders, resort and time share
    developers and health care providers.                        

Insurance Operations








|  |                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Provide automotive extended-service and maintenance contracts
    through auto dealers, primarily GM dealers, in the United States
    and Canada and similar products outside of the United States;                              
| 
| | Provide dealer inventory insurance and other insurance products
    to dealers;                                                                                                                                                   
| 
| | Offer property/casualty reinsurance programs primarily to
    regional direct insurance companies in the U.S.;                                                                                                                    
| 
| | Offer vehicle and home insurance through a number of
    distribution channels, including independent agents, affinity
    groups and the internet and outside of the U.S. through auto
    dealerships, primarily GM dealers; and
| 
| | Invest proceeds from premiums and other revenue sources in an
    investment portfolio from which claim payments are made as
    claims are settled.                                                                              



| |                     
| | --------------------
| | Financing Operations





Industry and Competition








21



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##### Table of Contents















Consumer Automotive Financing














22



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##### Table of Contents













|                                             |                                             |                  |       |       |                          |  |       |       |       |  |       |       |       |      |     |     |      |  |     |     |     |  |     |     |     | 
|-------------------------------------------- | ------------------------------------------- | ---------------- | ----- | ----- | ------------------------ |  | ----- | ----- | ----- |  | ----- | ----- | ----- | ---- | --- | --- | ---- |  | --- | --- | --- |  | --- | --- | --- | 
|                                             |                                             | GMAC volume      |       |       | Share of GM retail sales | 
|                                             |                                             |                  |       |       |                          | 
|Year ended December 31, (units in thousands) |                                             | 2005             |       |       | 2004                     |  |       | 2003  |       |  | 2005  |       |       | 2004 |     |     | 2003 | 
|                                             |                                            
|GM vehicles                                  |                                             |                  |       |       |                          |  |       |       |       |  |       |       |       |      |     |     |      |  |     |     |     |  |     |    
|                                             | North America                               |                  |       |       |                          |  |       |       |       |  |       |       |       |      |     |     |      |  |     |     |     |  |     |     |    
|                                             |                                             | Retail contracts |       |       | 984                      |  |       |       | 1,396 |  |       |       | 1,430 |      |     |     | 27%  |  |     |     | 36% |  |     |     | 35% | 
|                                             |                                             | Leases           |       |       | 574                      |  |       |       | 489   |  |       |       | 418   |      |     |     | 15%  |  |     |     | 13% |  |     |     | 10% | 
|                                            
|                                             | Total North America                         |                  |       | 1,558 |                          |  |       | 1,885 |       |  |       | 1,848 |       |      |     | 42% |      |  |     | 49% |     |  |     | 45% |    
|                                             | International (retail contracts and leases) |                  |       | 527   |                          |  |       | 534   |       |  |       | 415   |       |      |     | 26% |      |  |     | 30% |     |  |     | 34% |    
|                                             |                                             |                  |       |       |                          |  |       |       |      
|Total GM units financed                      |                                             |                  | 2,085 |       |                          |  | 2,419 |       |       |  | 2,263 |       |       |      | 36% |     |      |  | 43% |     |     |  | 42% |    
|                                             |                                             |                  |       |       |                          |  |       |       |       |  |      
|Non-GM units financed                        |                                             |                  | 72    |       |                          |  | 74    |       |       |  | 85    |       |       |      |     |     |      |  |     |     |     |  |     |    
|                                             |                                             |                  |       |       |                          |  |       |       |      
|                                             | Total consumer automotive financing volume  |                  |       | 2,157 |                          |  |       | 2,493 |       |  |       | 2,348 |       |      |     |     |      |  |     |     |     |  |     |     |    
|                                             |                                             |                  |       |       |                          |  |       |       |      

General Motors Marketing Incentives












|                        |  |      |     |  |      |  |     |      |  |  |     | 
|----------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | --- | 
|Year ended December 31, |  | 2005 |     |  | 2004 |  |     | 2003 | 
|                        | 
|North America           |  |      | 78% |  |      |  | 63% |      |  |  | 78% | 
|International           |  |      | 53% |  |      |  | 58% |      |  |  | 60% | 
|                       

Employee Discount for Everyone


Consumer Credit Approval




23



---



##### Table of Contents















|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
| | the consumers credit history, including any prior
    experience with us;                    
| 
| | the asset value of the vehicle and the amount of equity (down
    payment) in the vehicle; and
| 
| | the term of the retail contract or lease.                                                     





Servicing












24



---



##### Table of Contents













Consumer Credit Risk Management












|                                        |  |                |        |  |                       |   |     |                     |  |   |       |  |  |      |       |  |      |  |       |      |  |  |       |  |  |  |       | 
|--------------------------------------- |  | -------------- | ------ |  | --------------------- | - | --- | ------------------- |  | - | ----- |  |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                        |  | Average retail |        |  | Annual charge-offs,   |   |     |                    
|Year ended December 31, ($ in millions) |  | assets         |        |  | net of recoveries (a) |   |     | Net charge-off rate | 
|                                        |  |                |       
|Managed                                 |  | 2005           |        |  | 2005                  |   |     | 2004                |  |   | 2003  |  |  | 2005 |       |  | 2004 |  |       | 2003 | 
|                                        | 
|North America                           |  | $              | 73,927 |  |                       | $ | 735 |                     |  |   | $912  |  |  |      | $912  |  |      |  | 0.99% |      |  |  | 1.10% |  |  |  | 1.07% | 
|International                           |  |                | 14,769 |  |                       |   | 132 |                     |  |   | 130   |  |  |      | 216   |  |      |  | 0.89% |      |  |  | 0.94% |  |  |  | 1.78% | 
|                                        |  |                |        |  |                       |   |     |                     | 
|Total managed                           |  | $              | 88,696 |  |                       | $ | 867 |                     |  | $ | 1,042 |  |  | $    | 1,128 |  |      |  | 0.98% |      |  |  | 1.08% |  |  |  | 1.16% | 
|                                       
|On-balance sheet                        |  |                |        |  |                       |   |     |                     |  |   |       |  |  |      |       |  |      |  |       |      |  |  |       |  |  |  |       | 
|North America                           |  | $              | 68,353 |  |                       | $ | 719 |                     |  |   | $890  |  |  |      | $857  |  |      |  | 1.05% |      |  |  | 1.18% |  |  |  | 1.18% | 
|International                           |  |                | 14,769 |  |                       |   | 132 |                     |  |   | 130   |  |  |      | 216   |  |      |  | 0.89% |      |  |  | 0.94% |  |  |  | 1.78% | 
|                                        |  |                |        |  |                       |   |     |                     | 
|Total on-balance sheet                  |  | $              | 83,122 |  |                       | $ | 851 |                     |  | $ | 1,020 |  |  | $    | 1,073 |  |      |  | 1.02% |      |  |  | 1.14% |  |  |  | 1.26% | 
|                                       

|    |                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Net charge-offs exclude amounts related to the lump-sum payments
    on balloon finance contracts. These amounts totaled $1, $31 and
    $117 for the years ended December 31, 2005, 2004 and 2003
    respectively.

25



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##### Table of Contents















|              |  |                                     |       |  |                  |  |       |      |  |  |       |  |  |  |       | 
|------------- |  | ----------------------------------- | ----- |  | ---------------- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|              |  | Percent of retail contracts 30 days |      
|              |  | or more past due (a)                |      
|              |  |                                     |      
|              |  | Managed                             |       |  | On-balance sheet | 
|              |  |                                     |       |  |                  | 
|              |  | 2005                                |       |  | 2004             |  |       | 2005 |  |  | 2004  | 
|              |  |                                    
|North America |  |                                     | 2.21% |  |                  |  | 2.11% |      |  |  | 2.37% |  |  |  | 2.30% | 
|International |  |                                     | 2.68% |  |                  |  | 2.82% |      |  |  | 2.68% |  |  |  | 2.82% | 
|Total         |  |                                     | 2.33% |  |                  |  | 2.28% |      |  |  | 2.46% |  |  |  | 2.44% | 
|             

|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 |  |         |     
|                                                                          |  |         |         |   |                  |  |         |     
|Year ended December 31,                                                   |  | 2005    |         |   | 2004             |  |         | 2005 |  |  | 2004   |   |  | 
|                                                                         
|Average retail contracts in bankruptcy (in units) (a)                     |  |         | 102,858 |   |                  |  | 89,358  |      |  |  | 98,744 |   |  |  | 83,509  |   |  | 
|Bankruptcies as a percent of average number of contracts
    outstanding  |  |         | 2.27    | % |                  |  | 1.75    | %    |  |  | 2.35   | % |  |  | 1.83    | % |  | 
|Retail contract repossessions (in units)                                  |  |         | 101,546 |   |                  |  | 110,787 |      |  |  | 98,838 |   |  |  | 106,738 |   |  | 
|Repossessions as a percent of average number of contracts
    outstanding |  |         | 2.24    | % |                  |  | 2.17    | %    |  |  | 2.35   | % |  |  | 2.34    | % |  | 
|                                                                         

|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(a) | Average retail contracts in bankruptcy are calculated using the
    yearly average of the month end bankruptcies.



|                                        |          |      |        |      |      |   |        |        |   |  | 
|--------------------------------------- | -------- | ---- | ------ | ---- | ---- | - | ------ | ------ | - |  | 
|Year ended December 31, ($ in millions) |          | 2005 |        |      | 2004 |   |        |       
|                                       
|Allowance at beginning of year          |          | $    | 2,035  |      |      | $ | 2,084  |        |   | 
|Provision for credit losses             |          |      | 443    |      |      |   | 978    |        |   | 
|Charge-offs                             |          |      |        |      |      |   |        |        |   | 
|                                        | Domestic |      |        | (839 | )    |   |        | (1,010 | ) |  | 
|                                        | Foreign  |      |        | (192 | )    |   |        | (224   | ) |  | 
|                                       
|Total charge-offs                       |          |      | (1,031 | )    |      |   | (1,234 | )      |   | 
|                                       
|Recoveries                              |          |      |        |      |      |   |        |        |   | 
|                                        | Domestic |      |        | 131  |      |   |        | 102    |   |  | 
|                                        | Foreign  |      |        | 48   |      |   |        | 81     |   |  | 
|                                       
|Total recoveries                        |          |      | 179    |      |      |   | 183    |        |   | 
|                                       
|Net charge-offs                         |          |      | (852   | )    |      |   | (1,051 | )      |   | 
|Impacts of foreign currency translation |          |      | (12    | )    |      |   | 20     |        |   | 
|Securitization activity                 |          |      | 4      |      |      |   | 4      |        |   | 
|                                       
|Allowance at end of year                |          | $    | 1,618  |      |      | $ | 2,035  |        |   | 
|Allowance coverage (a)                  |          |      | 2.26   | %    |      |   | 2.19   | %      |   | 
|                                       

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





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Remarketing and Sales of Leased Vehicles






|                                             |          |      |     |     |      |  |     |      |  |  |     |     | 
|-------------------------------------------- | -------- | ---- | --- | --- | ---- |  | --- | ---- |  |  | --- | --- | 
|Year Ended December 31,                      |          | 2005 |     |     | 2004 |  |     | 2003 | 
|                                             |         
|Auction                                      |          |      |     |     |      |  |     |      |  |  |     |    
|                                             | Physical |      |     | 42% |      |  |     | 43%  |  |  |     | 43% | 
|                                             | Internet |      |     | 39% |      |  |     | 39%  |  |  |     | 35% | 
|Sale to dealer                               |          |      | 12% |     |      |  | 12% |      |  |  | 18% |    
|Other (including option exercised by lessee) |          |      | 7%  |     |      |  | 6%  |      |  |  | 4%  |    
|                                            





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Physical auctions  We dispose of approximately
    half of our off-lease vehicles not purchased at termination by
    the lease consumer or dealer, through traditional official
    General Motors-sponsored auctions. We are responsible for
    handling decisions at the auction, including arranging for
    inspections, authorizing repairs and reconditioning and
    determining whether bids received at auction should be accepted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Internet auctions  We offer off-lease vehicles
    to GM dealers and affiliates through a proprietary internet site
    (SmartAuction). This internet sales program was established in
    2000 to increase the net sales proceeds from off-lease vehicles
    by reducing the time between vehicle return and ultimate
    disposition, which in turn would reduce holding costs, and
    broaden the number of prospective buyers, thereby maximizing
    proceeds. We maintain the internet auction site, set the pricing
    floors on vehicles and administer the auction process. We earn a
    service fee for every sale. Remarketing fee revenue, primarily
    generated through SmartAuction, was $63.5 million,
    $57.6 million and $50.8 million as of
    December 31, 2005, 2004 and 2003, respectively.
    The internet sales program has increased significantly since
    inception and was the remarketing channel for nearly half of our
    2005 off-lease vehicles disposed of through auction in the
    United States.

Lease Residual Risk Management






|  |                                                                                                                                                                                                                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Used vehicle market  We are at risk due to
    changes in used vehicle prices. General economic conditions,
    off-lease vehicle supply and new vehicle market prices (of both
    GM and other manufacturers) most heavily influence used vehicle
    prices.                                                                                                                             
| 
| | Initial residual value projections  As
    previously discussed, we establish residual values at lease
    inception by consulting independently published guides. These
    values are projections of expected values in the future
    (typically between two and four years) based on current
    assumptions for the respective make and model. Actual realized
    values often differ.
| 
| | Remarketing abilities  Our ability to
    efficiently process and effectively market off-lease vehicles
    impacts the disposal costs and the proceeds realized from
    vehicle sales.                                                                                                                                                                                                    
| 
| | General Motors vehicle and marketing programs 
    GM influences lease residual results in the following ways:                                                                                                                                                                                                                                                                              



| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | > | GM provides support to us for
    certain residual deficiencies.                                                                                                                                                                                                                                                                                                          
|
| | > | The brand image and consumer
    preference of GM products impact residual risk, as our lease
    portfolio consists primarily of GM vehicles.                                                                                                                                                                                                                            
|
| | > | GM marketing programs that may
    influence the used vehicle market for GM vehicles, through
    programs such as incentives on new vehicles, programs designed
    to encourage lessees to terminate their leases early in
    conjunction with the acquisition of a new GM vehicle (referred
    to as pull ahead programs) and special rate used vehicle
    programs.

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36-month


|                                                                           |  |      |         |  |      |  |         |      |  |  |         | 
|-------------------------------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|Year ended December 31,                                                    |  | 2005 |         |  | 2004 |  |         | 2003 | 
|                                                                           | 
|Off-lease vehicles remarketed (in units)                                   |  |      | 283,480 |  |      |  | 413,621 |      |  |  | 610,575 | 
|Sales proceeds on scheduled lease terminations (36-month)
    ($ per unit) |  |      | $14,392 |  |      |  | $14,182 |      |  |  | $13,313 | 
|                                                                          



GM-sponsored


Commercial Financing


Automotive Wholesale Dealer Financing










28



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|                                             |                        |             |       |       |                               |  |       |       |  |  |       |       |  |      |     |     |      |  |     |     |  |  |     |     | 
|-------------------------------------------- | ---------------------- | ----------- | ----- | ----- | ----------------------------- |  | ----- | ----- |  |  | ----- | ----- |  | ---- | --- | --- | ---- |  | --- | --- |  |  | --- | --- | 
|                                             |                        | GMAC volume |       |       | Shares of GM sales to dealers | 
|                                             |                        |             |       |       |                               | 
|Year ended December 31, (thousands of units) |                        | 2005        |       |       | 2004                          |  |       | 2003  |  |  | 2005  |       |  | 2004 |     |     | 2003 | 
|                                             |                       
|GM vehicles                                  |                        |             |       |       |                               |  |       |       |  |  |       |       |  |      |     |     |      |  |     |     |  |  |     |    
|                                             | North America          |             |       | 3,798 |                               |  |       | 4,153 |  |  |       | 4,225 |  |      |     | 80% |      |  |     | 81% |  |  |     | 80% | 
|                                             | International          |             |       | 2,462 |                               |  |       | 2,207 |  |  |       | 1,892 |  |      |     | 84% |      |  |     | 86% |  |  |     | 96% | 
|                                             |                        |             |       |       |                               |  |       |       | 
|Total GM vehicles                            |                        |             | 6,260 |       |                               |  | 6,360 |       |  |  | 6,117 |       |  |      | 82% |     |      |  | 83% |     |  |  | 84% |    
|                                             |                        |             |       |       |                               |  |       |       |  |  |      
|Non-GM vehicles                              |                        |             | 180   |       |                               |  | 198   |       |  |  | 195   |       |  |      |     |     |      |  |     |     |  |  |     |    
|                                             |                        |             |       |       |                               |  |       |       | 
|                                             | Total wholesale volume |             |       | 6,440 |                               |  |       | 6,558 |  |  |       | 6,312 |  |      |     |     |      |  |     |     |  |  |     |     | 
|                                             |                        |             |       |       |                               |  |       |       | 



Credit Approval






|  |                                                                                
|- | -------------------------------------------------------------------------------
| | review credit reports, financial statements and may obtain bank
    references;
| 
| | evaluate the dealers marketing capabilities;                                  
| 
| | evaluate the dealers financial condition; and                                 
| 
| | assess the dealers operations and management.                                 

60-90 30-60


Servicing and Monitoring








Other Commercial Financing






|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Automotive dealer term loans  We make loans to
    dealers to finance other aspects of the dealership business.
    These loans are typically secured by real estate, other
    dealership assets and occasionally the personal guarantees of
    the individual owner of the dealership. Automotive dealer loans
    comprised 2% of our Financing operations assets as of
    December 31, 2005 consistent with 2004.                                                                                                                                              
| 
| | Automotive fleet financing  Dealers, their
    affiliates and other companies may obtain financing to buy
    vehicles, which they lease or rent to others. These transactions
    represent our fleet financing activities. We generally have a
    security interest in these vehicles and in the rental payments.
    However, competitive factors may occasionally limit the security
    interest in this collateral. Automotive fleet financing
    comprised less than 1% of our Financing operations assets
    as of December 31, 2005 consistent with 2004.
| 
| | Full service leasing products  We offer full
    service individual and fleet leasing products in Europe, Mexico,
    Australia and New Zealand. In addition to financing the
    vehicles, we offer maintenance, fleet and accident management
    services, as well                                                                                                                                                                                                                                                                                                 

29



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | as fuel programs, short-term
    vehicle rental and title and licensing services. Full service
    leasing products comprised 1% of our Financing operations
    assets as of December 31, 2005 consistent with 2004.                                                                                                                                                                                                                                                          
| 
| | Specialty
    lending
    Through our commercial finance operations, we provide
    asset-based lending, equipment finance, structured finance and
    factoring services in the United States, the United Kingdom and
    Canada to companies in the apparel, textile, automotive supplier
    and other industries. Assets related to our specialty lending
    activities comprised 3% of our Financing operations assets
    as of December 31, 2005 consistent with 2004.

Commercial Credit Risk Management










|                                        |  |       |         |  |           |  |      |         |  |  |                     |   |  |      |         |  |      |  |      |      |  |  |      |   |  |  |      |   |  | 
|--------------------------------------- |  | ----- | ------- |  | --------- |  | ---- | ------- |  |  | ------------------- | - |  | ---- | ------- |  | ---- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | - |  | 
|                                        |  | Total |         |  | Impaired  |  |      | Average |  |  | Annual charge-offs,
|                                        |  | loans |         |  | loans (a) |  |      | loans   |  |  | net of recoveries  
|                                        |  |       |         |  |           |  |      |         |  |  |                    
|Year ended December 31, ($ in millions) |  | 2005  |         |  | 2005      |  |      | 2004    |  |  | 2005                |   |  | 2005 |         |  | 2004 |  |      | 2003 |  |  |     
|                                       
|Wholesale                               |  |       | $20,574 |  |           |  | $299 |         |  |  | $534                |   |  |      | $23,403 |  |      |  | $4   |      |  |  | $2   |   |  |  | $5   |   |  | 
|                                        |  |       |         |  |           |  | 1.45 | %       |  |  | 1.91                | % |  |      |         |  |      |  | 0.02 | %    |  |  | 0.01 | % |  |  | 0.02 | % |  | 
|Other commercial financing              |  |       | 10,412  |  |           |  | 475  |         |  |  | 664                 |   |  |      | 11,450  |  |      |  | 33   |      |  |  | 71   |   |  |  | 194  |   |  | 
|                                        |  |       |         |  |           |  | 4.56 | %       |  |  | 5.52                | % |  |      |         |  |      |  | 0.29 | %    |  |  | 0.59 | % |  |  | 1.41 | % |  | 
|                                       
|Total on-balance sheet                  |  |       | $30,986 |  |           |  | $774 |         |  |  | $1,198              |   |  |      | $34,853 |  |      |  | $37  |      |  |  | $73  |   |  |  | $199 |   |  | 
|                                        |  |       |         |  |           |  | 2.50 | %       |  |  | 3.00                | % |  |      |         |  |      |  | 0.11 | %    |  |  | 0.18 | % |  |  | 0.53 | % |  | 
|                                       

|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(a) | Includes loans where it is probable that we will be unable to
    collect all amounts due according to the terms of the loan.





30



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|                                        |          |      |      |     |      |  |      |     |   |  | 
|--------------------------------------- | -------- | ---- | ---- | --- | ---- |  | ---- | --- | - |  | 
|Year ended December 31, (in millions)   |          | 2005 |      |     | 2004 |  |      |    
|                                       
|Allowance at beginning of year          |          |      | $322 |     |      |  | $391 |     |   | 
|Provision for credit losses             |          |      | (24  | )   |      |  | (3   | )   |   | 
|Charge-offs                             |          |      |      |     |      |  |      |     |   | 
|                                        | Domestic |      |      | (37 | )    |  |      | (75 | ) |  | 
|                                        | Foreign  |      |      | (13 | )    |  |      | (7  | ) |  | 
|                                       
|Total charge-offs                       |          |      | (50  | )   |      |  | (82  | )   |   | 
|                                       
|Recoveries                              |          |      |      |     |      |  |      |     |   | 
|                                        | Domestic |      |      | 9   |      |  |      | 6   |   |  | 
|                                        | Foreign  |      |      | 4   |      |  |      | 3   |   |  | 
|                                       
|Total recoveries                        |          |      | 13   |     |      |  | 9    |     |   | 
|                                       
|Net charge-offs                         |          |      | (37  | )   |      |  | (73  | )   |   | 
|Impacts of foreign currency translation |          |      | (14  | )   |      |  | 6    |     |   | 
|Securitization activity                 |          |      | (2   | )   |      |  | 1    |     |   | 
|                                       
|Allowance at end of year                |          |      | $245 |     |      |  | $322 |     |   | 
|                                       

Results of Operations




|                                         |  |      |          |   |      |  |          |        |  |  |          |   |  |  |     |  
|---------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ------ |  |  | -------- | - |  |  | --- | -
|Year ended December 31,                  |  |      |          |   |      |  |          |       
|($ in millions)                          |  | 2005 |          |   | 2004 |  |          | Change |  |  | %        |  
|                                         | 
|Revenue                                  |  |      |          |   |      |  |          |        |  |  |          |   |  |  |     |  
|Consumer                                 |  |      | $6,540   |   |      |  | $6,796   |        |  |  | ($256    | ) |  |  | (4  | )
|Commercial                               |  |      | 1,805    |   |      |  | 1,686    |        |  |  | 119      |   |  |  | 7   |  
|Operating leases                         |  |      | 7,037    |   |      |  | 6,566    |        |  |  | 471      |   |  |  | 7   |  
|                                         |  |      |         
|Total financing revenue                  |  |      | 15,382   |   |      |  | 15,048   |        |  |  | 334      |   |  |  | 2   |  
|Interest and discount expense            |  |      | (9,039   | ) |      |  | (7,175   | )      |  |  | (1,864   | ) |  |  | (26 | )
|Provision for credit losses              |  |      | (419     | ) |      |  | (975     | )      |  |  | 556      |   |  |  | 57  |  
|                                         |  |      |         
|Net financing revenue                    |  |      | 5,924    |   |      |  | 6,898    |        |  |  | (974     | ) |  |  | (14 | )
|Other income                             |  |      | 3,440    |   |      |  | 2,827    |        |  |  | 613      |   |  |  | 22  |  
|Depreciation expense on operating leases |  |      | (5,244   | ) |      |  | (4,828   | )      |  |  | (416     | ) |  |  | (9  | )
|Noninterest expense                      |  |      | (2,528   | ) |      |  | (2,818   | )      |  |  | 290      |   |  |  | 10  |  
|Goodwill impairment                      |  |      | (648     | ) |      |  |         |        |  |  | (648     | ) |  |  |    |  
|Income tax expense                       |  |      | (278     | ) |      |  | (603     | )      |  |  | 325      |   |  |  | 54  |  
|                                         |  |      |         
|Net income                               |  |      | $666     |   |      |  | $1,476   |        |  |  | ($810    | ) |  |  | (55 | )
|                                        
|Total assets                             |  |      | $194,236 |   |      |  | $225,565 |        |  |  | ($31,329 | ) |  |  | (14 | )
|                                        









Goodwill and Other
Intangible Assets


31



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| |                    
| | -------------------
| | Mortgage Operations



(GMAC-RFC)


GMAC-RFC 10-K




Industry and Competition














U.S. Residential Real Estate Finance




32



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GMAC-RFC






|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Prime Conforming Mortgage Loans  These are
    prime credit quality first-lien mortgage loans secured by
    single-family residences that meet or conform to the
    underwriting standards established by Fannie Mae or Freddie Mac
    for inclusion in their guaranteed mortgage securities programs.                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| | Prime Non-Conforming Mortgage Loans  These are
    prime credit quality first-lien mortgage loans secured by
    single-family residences that either (1) do not conform to
    the underwriting standards established by Fannie Mae or Freddie
    Mac, because they have original principal amounts exceeding
    Fannie Mae and Freddie Mac limits ($359,650 in 2005 and $333,700
    in 2004), which are commonly referred to as jumbo mortgage
    loans, or (2) have alternative documentation requirements
    and property or credit-related features (e.g., higher
    loan-to-value or
    debt-to-income ratios),
    but are otherwise considered prime credit quality due to other
    compensating factors.
| 
| | Government Mortgage Loans  These are
    first-lien mortgage loans secured by single-family residences
    that are insured by the Federal Housing Administration or
    guaranteed by the Veterans Administration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| | Nonprime Mortgage Loans  These are first-lien
    and certain junior lien mortgage loans secured by single-family
    residences, made to individuals with credit profiles that do not
    qualify for a prime loan, have credit-related features that fall
    outside the parameters of traditional prime mortgage products or
    have performance characteristics that otherwise expose us to
    comparatively higher risk of loss.                                                                                                                                                                                                                                                                                 
| 
| | Prime Second-Lien Mortgage Loans  These are
    open- and closed-end mortgage loans secured by a second or more
    junior lien on single-family residences, which include home
    equity mortgage loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Direct Lending Network  Our direct lending
    network consists of retail branches, internet and
    telephone-based operations. Our retail network targets customers
    desiring face-to-face service. Typical referral sources are
    realtors, homebuilders, credit unions, small banks and affinity
    groups.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| | Mortgage Brokerage Network  We also originate
    residential mortgage loans through mortgage brokers. Loans
    sourced by mortgage brokers are funded by us and generally
    closed in our name. When originating loans through mortgage
    brokers, the mortgage brokers role is to identify the
    applicant, assist in completing the loan application, gather
    necessary information and documents and serve as our liaison
    with the borrower through the lending process. We review and
    underwrite the application submitted by the mortgage broker,
    approve or deny the application, set the interest rate and other
    terms of the loan and, upon acceptance by the borrower and
    satisfaction of all conditions required by us, fund the loan. We
    qualify and approve all mortgage brokers who generate mortgage
    loans for us, and we continually monitor their performance.
| 
| | Correspondent Lender and other Secondary Market
    Purchases  Loans purchased from correspondent
    lenders are originated or purchased by the correspondent lenders
    and subsequently sold to us. As with our mortgage brokerage
    network, we approve any correspondent lenders that participate
    in our loan purchase programs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



Underwriting Standards




33



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##### Table of Contents















|  |                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------
| | the borrowers capacity to repay the loan;                                                                  
| 
| | the borrowers credit history;                                                                              
| 
| | the relative size and characteristics of the proposed
    loan; and                                         
| 
| | the amount of equity in the borrowers property (as
    measured by the borrowers
    loan-to-value ratio).





Sale and Securitization of Assets






Servicing Activities






34



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##### Table of Contents











Warehouse Lending




Other Real Estate Finance and Related Activities








Commercial Mortgage






35



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##### Table of Contents











Mortgage Loan Production, Sales and Servicing




|                            |                                          |                       |                                   |           |         |         |  |           |         |         |  |           |           |         | 
|--------------------------- | ---------------------------------------- | --------------------- | --------------------------------- | --------- | ------- | ------- |  | --------- | ------- | ------- |  | --------- | --------- | ------- | 
|Year ended December 31,     |                                          |                      
|($ in millions)             |                                          | 2005                  |                                   |           | 2004    |         |  | 2003      |        
|                            |                                         
|Consumer:                   |                                          |                       |                                   |           |         |         |  |           |         |         |  |          
|                            | Principal amount by product type:        |                       |                                   |           |         |         |  |           |         |         |  |           |          
|                            |                                          | Prime conforming      |                                   |           | $50,047 |         |  |           | $45,593 |         |  |           | $89,259   |        
|                            |                                          | Prime non-conforming  |                                   |           | 55,811  |         |  |           | 43,473  |         |  |           | 38,093    |        
|                            |                                          | Government            |                                   |           | 4,251   |         |  |           | 4,834   |         |  |           | 4,929     |        
|                            |                                          | Nonprime              |                                   |           | 35,874  |         |  |           | 27,880  |         |  |           | 29,763    |        
|                            |                                          | Prime second-lien     |                                   |           | 13,079  |         |  |           | 11,247  |         |  |           | 9,176     |        
|                           
|                            |                                          | Total U.S. production |                                   |           | 159,062 |         |  |           | 133,027 |         |  |           | 171,220   |        
|                            |                                          | International         |                                   |           | 16,539  |         |  |           | 14,013  |         |  |           | 7,999     |        
|                           
|                            | Total                                    |                       |                                   | $175,601  |         |         |  | $147,040  |         |         |  | $179,219  |          
|                           
|                            | Principal amount by origination channel: |                       |                                   |           |         |         |  |           |         |         |  |           |          
|                            |                                          |                       | Retail and direct channels        |           |         | $36,325 |  |           |         | $34,221 |  |           |           | $60,292 | 
|                            |                                          |                       | Correspondent and broker channels |           |         | 122,737 |  |           |         | 98,806  |  |           |           | 110,928 | 
|                           
|                            |                                          | Total U.S. production |                                   |           | 159,062 |         |  |           | 133,027 |         |  |           | 171,220   |        
|                            |                                          | International         |                                   |           | 16,539  |         |  |           | 14,013  |         |  |           | 7,999     |        
|                           
|                            | Total                                    |                       |                                   | $175,601  |         |         |  | $147,040  |         |         |  | $179,219  |          
|                           
|Number of loans (in units): |                                          |                       |                                   |           |         |         |  |           |         |         |  |          
|                            | Retail and direct channels               |                       |                                   | 288,273   |         |         |  | 282,503   |         |         |  | 482,270   |          
|                            | Correspondent and broker channels        |                       |                                   | 686,887   |         |         |  | 645,030   |         |         |  | 729,914   |          
|                           
|                            |                                          | Total U.S. production |                                   |           | 975,160 |         |  |           | 927,533 |         |  |           | 1,212,184 |        
|                            |                                          | International         |                                   |           | 85,970  |         |  |           | 75,969  |         |  |           | 47,805    |        
|                           
|                            | Total                                    |                       |                                   | 1,061,130 |         |         |  | 1,003,502 |         |         |  | 1,259,989 |          
|                           
|Commercial:                 |                                          |                       |                                   |           |         |         |  |           |         |         |  |          
|                            | Principal amount                         |                       |                                   | $29,921   |         |         |  | $22,646   |         |         |  | $23,719   |          
|                            | Number of loans (in units)               |                       |                                   | 2,520     |         |         |  | 2,356     |         |         |  | 2,262     |          
|                           



|                        |                                             |                       |  |            |          |   |  |            |          |   |  |            |          |  
|----------------------- | ------------------------------------------- | --------------------- |  | ---------- | -------- | - |  | ---------- | -------- | - |  | ---------- | -------- | -
|Year ended December 31, |                                             |                       |  |            |          |  
|($ in millions)         |                                             | 2005                  |  |            | 2004     |   |  | 2003       |         
|                        |                                            
|Consumer:               |                                             |                       |  |            |          |   |  |            |          |   |  |           
|                        | Principal amount by product type:           |                       |  |            |          |   |  |            |          |   |  |            |         
|                        |                                             | Prime conforming      |  |            | $186,405 |   |  |            | $165,577 |   |  |            | $153,693 |  
|                        |                                             | Prime non-conforming  |  |            | 76,980   |   |  |            | 55,585   |   |  |            | 43,951   |  
|                        |                                             | Government            |  |            | 18,098   |   |  |            | 18,328   |   |  |            | 17,594   |  
|                        |                                             | Nonprime              |  |            | 56,373   |   |  |            | 51,139   |   |  |            | 45,747   |  
|                        |                                             | Prime second-lien     |  |            | 17,073   |   |  |            | 13,718   |   |  |            | 9,522    |  
|                       
|                        |                                             | Total U.S. production |  |            | 354,929  |   |  |            | 304,347  |   |  |            | 270,507  |  
|                        |                                             | International         |  |            | 23,711   |   |  |            | 19,438   |   |  |            | 11,721   |  
|                       
|                        | Total                                       |                       |  | $378,640   |          |   |  | $323,785   |          |   |  | $282,228   |         
|                       
|                        | Principal amount by investor composition:   |                       |  |            |          |   |  |            |          |   |  |            |         
|                        |                                             | Agency                |  |            | 43       | % |  |            | 49       | % |  |            | 54       | %
|                        |                                             | Private investor      |  |            | 51       | % |  |            | 46       | % |  |            | 41       | %
|                        |                                             | Owned and other       |  |            | 6        | % |  |            | 5        | % |  |            | 5        | %
|                        | Number of loans (in units)                  |                       |  | 2,965,048  |          |   |  | 2,769,094  |          |   |  | 2,610,905  |         
|                        | Average loan size ($ per loan)              |                       |  | $129,001   |          |   |  | $117,749   |          |   |  | $107,592   |         
|                        | Weighted average service fee (basis points) |                       |  | 37         |          |   |  | 38         |          |   |  | 32         |         
|                       
|Commercial:             |                                             |                       |  |            |          |   |  |            |          |   |  |           
|                        | Principal by investor composition:          |                       |  |            |          |   |  |            |          |   |  |            |         
|                        |                                             | Agency                |  |            | $24,560  |   |  |            | $21,061  |   |  |            | $19,363  |  
|                        |                                             | Private investor      |  |            | 240,103  |   |  |            | 217,280  |   |  |            | 223,024  |  
|                        |                                             | Owned and other       |  |            | 11,307   |   |  |            | 9,113    |   |  |            | 8,877    |  
|                       
|                        | Total                                       |                       |  | $275,970   |          |   |  | $247,454   |          |   |  | $251,264   |         
|                       
|                        | Number of loans (in units)                  |                       |  | 59,994     |          |   |  | 62,065     |          |   |  | 66,478     |         
|                        | Average loan size ($ per loan)              |                       |  | $4,599,960 |          |   |  | $3,987,014 |          |   |  | $3,779,656 |         
|                        | Weighted average service fee (basis points) |                       |  | 6          |          |   |  | 6          |          |   |  | 7          |         
|                       

Credit Risk Management




36



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##### Table of Contents



















Consumer Credit




|                                        |                           |      |        |       |      |  |        |       |  |  | 
|--------------------------------------- | ------------------------- | ---- | ------ | ----- | ---- |  | ------ | ----- |  |  | 
|Year ended December 31, ($ in millions) |                           | 2005 |        |       | 2004 |  |        |      
|                                       
|Nonperforming loans:                    |                           |      |        |       |      |  |        |       |  | 
|                                        | Prime conforming          |      |        | $10   |      |  |        | $17   |  |  | 
|                                        | Prime non-conforming      |      |        | 361   |      |  |        | 198   |  |  | 
|                                        | Government                |      |        |      |      |  |        | 26    |  |  | 
|                                        | Nonprime (a)              |      |        | 5,731 |      |  |        | 4,327 |  |  | 
|                                        | Prime second-lien         |      |        | 85    |      |  |        | 46    |  |  | 
|                                       
|                                        | Total nonperforming loans |      |        | 6,187 |      |  |        | 4,614 |  |  | 
|                                        | Foreclosed assets         |      |        | 501   |      |  |        | 456   |  |  | 
|                                       
|Total nonperforming assets              |                           |      | $6,688 |       |      |  | $5,070 |       |  | 
|As a % of total loan portfolio          |                           |      | 9.70   | %     |      |  | 8.79   | %     |  | 
|                                       

|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes $374 and $909 for 2005 and 2004, respectively, of loans
    that were purchased as distressed assets, and as such, were
    considered nonperforming at the time of purchase.



|                                |                 |        |         |         |          |  |       |        |         |  |          |       |  |  |       |      | 
|------------------------------- | --------------- | ------ | ------- | ------- | -------- |  | ----- | ------ | ------- |  | -------- | ----- |  |  | ----- | ---- | 
|                                |                 | 2005   |         |         | 2004     | 
|                                |                 |        |         |         |          | 
|December 31,                    |                 |        |         | Percent |          |  |       |        | Percent | 
|($ in millions)                 |                 | Amount |         |         | of Total |  |       | Amount |         |  | of Total |      
|                                |                
|Current                         |                 |        | $56,576 |         |          |  | 83.3% |        |         |  | $48,815  |       |  |  | 86.3% |     
|Past due                        |                 |        |         |         |          |  |       |        |         |  |          |       |  |  |       |     
|                                | 30 to 59 days   |        |         | 4,773   |          |  |       | 7.0%   |         |  |          | 3,348 |  |  |       | 5.9% | 
|                                | 60 to 89 days   |        |         | 1,528   |          |  |       | 2.2%   |         |  |          | 1,133 |  |  |       | 2.0% | 
|                                | 90 days or more |        |         | 2,258   |          |  |       | 3.3%   |         |  |          | 1,043 |  |  |       | 1.8% | 
|Foreclosures pending            |                 |        | 1,356   |         |          |  | 2.0%  |        |         |  | 1,280    |       |  |  | 2.3%  |     
|Bankruptcies                    |                 |        | 1,520   |         |          |  | 2.2%  |        |         |  | 984      |       |  |  | 1.7%  |     
|                                |                 |        |         |         |          |  |       |        |        
|Total unpaid principal balances |                 |        | 68,011  |         |          |  |       |        |         |  | 56,603   |       |  |  |       |     
|Net premiums                    |                 |        | 948     |         |          |  |       |        |         |  | 1,105    |       |  |  |       |     
|                                |                 |        |         |         |          |  |       |        |        
|Total                           |                 |        | $68,959 |         |          |  |       |        |         |  | $57,708  |       |  |  |       |     
|                               



37



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|                                        |          |      |        |      |      |  |      |      |   |  | 
|--------------------------------------- | -------- | ---- | ------ | ---- | ---- |  | ---- | ---- | - |  | 
|Year ended December 31, ($ in millions) |          | 2005 |        |      | 2004 |  |      |     
|                                       
|Allowance at beginning of year          |          |      | $916   |      |      |  | $449 |      |   | 
|Provision for credit losses             |          |      | 574    |      |      |  | 957  |      |   | 
|Charge-offs                             |          |      |        |      |      |  |      |      |   | 
|                                        | Domestic |      |        | (463 | )    |  |      | (459 | ) |  | 
|                                        | Foreign  |      |        | (2   | )    |  |      | (45  | ) |  | 
|                                       
|Total charge-offs                       |          |      | (465   | )    |      |  | (504 | )    |   | 
|                                       
|Recoveries                              |          |      |        |      |      |  |      |      |   | 
|                                        | Domestic |      |        | 37   |      |  |      | 10   |   |  | 
|                                       
|Net charge-offs                         |          |      | (428   | )    |      |  | (494 | )    |   | 
|Impacts of foreign currency translation |          |      | 3      |      |      |  |     |      |   | 
|Securitization activity                 |          |      |       |      |      |  | 4    |      |   | 
|                                       
|Allowance at end of year                |          |      | $1,065 |      |      |  | $916 |      |   | 
|Allowance coverage (a)                  |          |      | 1.54   | %    |      |  | 1.59 | %    |   | 
|                                       

|    |                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|(a) | Represents the related allowance for credit losses as a
    percentage of total
    on-balance sheet
    residential mortgage loans.

non-performing two-to off-balance non-performing




Credit Concentrations


loan-to loan-to


|                                                                                    |  |                 |        |                  |              |   |        |      |  |   |        |  |  |   |        | 
|----------------------------------------------------------------------------------- |  | --------------- | ------ | ---------------- | ------------ | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                                                                                    |  |                 |        | Unpaid principal |             
|                                                                                    |  | Loan production |        |                  | as of        |  
|                                                                                    |  | for the year    |        |                  | December 31, |  
|                                                                                    |  |                 |        |                  |              |  
|($ in millions)                                                                     |  | 2005            |        |                  | 2004         |   |        | 2005 |  |   | 2004   | 
|                                                                                    | 
|Interest only mortgages                                                             |  | $               | 43,298 |                  |              | $ | 15,782 |      |  | $ | 19,361 |  |  | $ | 8,375  | 
|Option adjustable rate mortgages                                                    |  |                 | 5,077  |                  |              |   | 6      |      |  |   | 1,114  |  |  |   | 12     | 
|High loan-to-value (100% or more) mortgages                                         |  |                 | 6,610  |                  |              |   | 9,473  |      |  |   | 13,364 |  |  |   | 15,076 | 
|Below market initial rate (teaser) mortgages                                        |  |                 | 537    |                  |              |   | 638    |      |  |   | 411    |  |  |   | 704    | 
|Mezzanine loans (characterized by high LTV, IO payments, and
    deferred interest) |  |                 | 65     |                  |              |   | 216    |      |  |   | 154    |  |  |   | 142    | 
|                                                                                   



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest-only mortgages  Allow interest-only
    payments for a fixed period of time. At the end of the
    interest-only period, the loan payment includes principal
    payments and increases significantly. The borrowers new
    payment once the loan becomes amortizing (i.e., includes
    principal payments) will be greater than if the borrower had
    been making principal payments since the origination of the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Option adjustable rate mortgages  Permit a
    variety of repayment options. The repayment options include
    minimum, interest-only, fully amortizing 30-year and fully
    amortizing 15-year payments. The minimum payment option sets the
    monthly payment at the initial interest rate for the first year
    of the loan. The interest rate resets after the first year, but
    the borrower can continue to make the minimum payment. The
    interest-only option sets the monthly payment at the amount of
    interest due on the loan. If the interest-only option payment
    would be less than the minimum payment, the interest-only option
    is not available to the borrower. Under the fully amortizing
    30-year and 15-year payment options, the borrowers monthly
    payment is set based on the interest rate, loan balance and
    remaining loan term.
| 
| | High loan-to-value mortgages  Defined as
    first-lien loans with loan-to-value ratios in excess of 100%, or
    second-lien loans that when combined with the underlying
    first-lien mortgage loan result in a loan-to-value ratio in
    excess of 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

38



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Below market rate mortgages  Contain
    contractual features that limit the initial interest rate to a
    below market interest rate for a specified time period with an
    increase to a market interest rate in a future period. The
    increase to the market interest rate could result in a
    significant increase in the borrowers monthly payment
    amount.                                                                                                       
| 
| | Mezzanine loans  Represents a hybrid of debt
    and equity financing. Mezzanine financing is typically used to
    finance the expansion of existing companies, and it is basically
    debt capital that gives the lender the rights to convert to an
    ownership or equity interest in the company if the loan is not
    paid back in time and in full. It is generally subordinated to
    debt provided by senior lenders such as banks and venture
    capital companies.



Commercial Credit






GMAC-RFC


|                                              |              |      |      |    |      |  |      |     |  |  | 
|--------------------------------------------- | ------------ | ---- | ---- | -- | ---- |  | ---- | --- |  |  | 
|Year ended December 31, ($ in millions)       |              | 2005 |      |    | 2004 |  |      |    
|                                             
|Nonperforming lending receivables:            |              |      |      |    |      |  |      |     |  | 
|                                              | Warehouse    |      | $    | 42 |      |  |      | $ 5 |  |  | 
|                                              | Construction |      |      | 8  |      |  |      |    |  |  | 
|                                              | Other        |      |      | 17 |      |  |      | 2   |  |  | 
|                                             
|Total nonperforming lending receivables       |              |      | 67   |    |      |  | 7    |     |  | 
|Foreclosed assets                             |              |      | 5    |    |      |  | 8    |     |  | 
|                                             
|Total nonperforming lending assets            |              | $    | 72   |    |      |  | $15  |     |  | 
|As a % of total lending receivables portfolio |              |      | 0.54 | %  |      |  | 0.16 | %   |  | 
|                                             

|                                        |                       |              |   |   |      |  |   |      |    |   |    |    |    |   |  | 
|--------------------------------------- | --------------------- | ------------ | - | - | ---- |  | - | ---- | -- | - | -- | -- | -- | - |  | 
|Year ended December 31, ($ in millions) |                       | 2005         |   |   | 2004 |  |   | 2003 |    |   |   
|                                       
|Charge-offs (recoveries)                |                       |              |   |   |      |  |   |      |    |   |    |    |    |  
|                                        | Lending receivables:  |              |   |   |      |  |   |      |    |   |    |    |    |   | 
|                                        |                       | Warehouse    |   | $ | 1    |  |   | ($   | 3  | ) |    | ($ | 16 | ) |  | 
|                                        |                       | Construction |   |   | 2    |  |   |      | 19 |   |    |    | 3  |   |  | 
|                                        |                       | Other        |   |   | 4    |  |   |      |   |   |    |    | 8  |   |  | 
|                                       
|                                        | Total net charge-offs |              | $ | 7 |      |  | $ | 16   |    |   | ($ | 5  | )  |   | 
|                                       



39



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##### Table of Contents











Results of Operations




|                                        |  |      |       |  |      |   |       |  |  | 
|--------------------------------------- |  | ---- | ----- |  | ---- | - | ----- |  |  | 
|Year ended December 31, ($ in millions) |  | 2005 |       |  | 2004 |   |       | 
|                                       
|GMAC Residential                        |  |      | $300  |  |      |   | $275  |  |  | 
|GMAC-RFC                                |  |      | 715   |  |      |   | 629   |  |  | 
|GMAC Commercial Mortgage                |  |      | 290   |  |      |   | 204   |  |  | 
|Other (a)                               |  |      | 6     |  |      |   |      |  |  | 
|                                       
|Net Income                              |  | $    | 1,311 |  |      | $ | 1,108 |  |  | 
|                                       

|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Represents certain corporate activities of ResCap, reflected in
    Other as described in Note 23 to our Consolidated Financial
    Statements.

GMAC-RFC


GMAC Residential




|                                |  |      |         |   |      |  |         |        |  |  |        |   |  |  |      |  
|------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ------ |  |  | ------ | - |  |  | ---- | -
|Year ended December 31,         |  |      |         |   |      |  |         |       
|($ in millions)                 |  | 2005 |         |   | 2004 |  |         | Change |  |  | %      |  
|                                | 
|Revenue                         |  |      |         |   |      |  |         |        |  |  |        |   |  |  |      |  
|Total financing revenue         |  |      | $712    |   |      |  | $534    |        |  |  | $178   |   |  |  | 33   |  
|Interest and discount expense   |  |      | (674    | ) |      |  | (272    | )      |  |  | (402   | ) |  |  | (148 | )
|Provision for credit losses     |  |      | (3      | ) |      |  | 5       |        |  |  | (8     | ) |  |  | (160 | )
|                                |  |      |        
|Net financing revenue           |  |      | 35      |   |      |  | 267     |        |  |  | (232   | ) |  |  | (87  | )
|Mortgage servicing fees         |  |      | 973     |   |      |  | 867     |        |  |  | 106    |   |  |  | 12   |  
|MSR amortization and impairment |  |      | (539    | ) |      |  | (775    | )      |  |  | 236    |   |  |  | 30   |  
|MSR risk management activities  |  |      | 93      |   |      |  | 211     |        |  |  | (118   | ) |  |  | (56  | )
|                                |  |      |        
|Net loan servicing income       |  |      | 527     |   |      |  | 303     |        |  |  | 224    |   |  |  | 74   |  
|Gains on sale of loans          |  |      | 448     |   |      |  | 492     |        |  |  | (44    | ) |  |  | (9   | )
|Other income                    |  |      | 933     |   |      |  | 662     |        |  |  | 271    |   |  |  | 41   |  
|Noninterest expense             |  |      | (1,421  | ) |      |  | (1,223  | )      |  |  | (198   | ) |  |  | (16  | )
|Income tax expense              |  |      | (222    | ) |      |  | (226    | )      |  |  | 4      |   |  |  | 2    |  
|                                |  |      |        
|Net income                      |  |      | $300    |   |      |  | $275    |        |  |  | $25    |   |  |  | 9    |  
|                               
|Investment securities           |  |      | $3,187  |   |      |  | $1,735  |        |  |  | $1,452 |   |  |  | 84   |  
|Loans held for sale             |  |      | 7,425   |   |      |  | 6,520   |        |  |  | 905    |   |  |  | 14   |  
|Loans held for investment, net  |  |      | 7,641   |   |      |  | 2,372   |        |  |  | 5,269  |   |  |  | 222  |  
|Mortgage servicing rights, net  |  |      | 3,056   |   |      |  | 2,683   |        |  |  | 373    |   |  |  | 14   |  
|Other assets                    |  |      | 1,960   |   |      |  | 1,925   |        |  |  | 35     |   |  |  | 2    |  
|                                |  |      |        
|Total assets                    |  |      | $23,269 |   |      |  | $15,235 |        |  |  | $8,034 |   |  |  | 53   |  
|                               









GMAC-RFC


GMAC-RFC


|                                |  |      |        |   |      |   |        |        |  |   |        |   |  |  |      |  
|------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ------ |  | - | ------ | - |  |  | ---- | -
|Year ended December 31,         |  |      |        |   |      |   |        |       
|($ in millions)                 |  | 2005 |        |   | 2004 |   |        | Change |  |   | %      |  
|                                | 
|Revenue                         |  |      |        |   |      |   |        |        |  |   |        |   |  |  |      |  
|Total financing revenue         |  |      | $4,514 |   |      |   | $4,300 |        |  |   | $214   |   |  |  | 5    |  
|Interest and discount expense   |  |      | (3,185 | ) |      |   | (2,133 | )      |  |   | (1,052 | ) |  |  | (49  | )
|Provision for credit losses     |  |      | (623   | ) |      |   | (983   | )      |  |   | 360    |   |  |  | 37   |  
|                                |  |      |       
|Net financing revenue           |  |      | 706    |   |      |   | 1,184  |        |  |   | (478   | ) |  |  | (40  | )
|Mortgage servicing fees         |  |      | 446    |   |      |   | 429    |        |  |   | 17     |   |  |  | 4    |  
|MSR amortization and impairment |  |      | (223   | ) |      |   | (240   | )      |  |   | 17     |   |  |  | 7    |  
|MSR risk management activities  |  |      | (33    | ) |      |   | 31     |        |  |   | (64    | ) |  |  | (206 | )
|                                |  |      |       
|Net loan servicing income       |  |      | 190    |   |      |   | 220    |        |  |   | (30    | ) |  |  | (14  | )
|Gains on sale of loans          |  |      | 588    |   |      |   | 198    |        |  |   | 390    |   |  |  | 197  |  
|Other income                    |  |      | 795    |   |      |   | 552    |        |  |   | 243    |   |  |  | 44   |  
|Noninterest expense             |  |      | (1,183 | ) |      |   | (1,148 | )      |  |   | (35    | ) |  |  | (3   | )
|Income tax expense              |  |      | (381   | ) |      |   | (377   | )      |  |   | (4     | ) |  |  | (1   | )
|                                |  |      |       
|Net income                      |  |      | $715   |   |      |   | $629   |        |  |   | $86    |   |  |  | 14   |  
|                               
|Investment securities           |  |      | $1,782 |   |      |   | $2,229 |        |  |   | (447   | ) |  |  | (20  | )
|Loans held for sale             |  |      | 12,135 |   |      |   | 7,496  |        |  |   | 4,639  |   |  |  | 62   |  
|Loans held for investment, net  |  |      | 73,653 |   |      |   | 63,779 |        |  |   | 9,874  |   |  |  | 15   |  
|Mortgage servicing rights, net  |  |      | 959    |   |      |   | 683    |        |  |   | 276    |   |  |  | 40   |  
|Other assets                    |  |      | 5,143  |   |      |   | 4,519  |        |  |   | 624    |   |  |  | 14   |  
|                                |  |      |       
|Total assets                    |  | $    | 93,672 |   |      | $ | 78,706 |        |  | $ | 14,966 |   |  |  | 19   |  
|                               

40



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##### Table of Contents













gain-on




GMAC Commercial Mortgage




|                               |  |      |        |   |      |   |        |        |  |   |       |   |  |  |     |  
|------------------------------ |  | ---- | ------ | - | ---- | - | ------ | ------ |  | - | ----- | - |  |  | --- | -
|Year ended December 31,        |  |      |        |   |      |   |        |       
|($ in millions)                |  | 2005 |        |   | 2004 |   |        | Change |  |   | %     |  
|                               | 
|Revenue                        |  |      |        |   |      |   |        |        |  |   |       |   |  |  |     |  
|Total financing revenue        |  |      | $710   |   |      |   | $461   |        |  |   | $249  |   |  |  | 54  |  
|Interest and discount expense  |  |      | (598   | ) |      |   | (377   | )      |  |   | (221  | ) |  |  | (59 | )
|Provision for credit losses    |  |      | (40    | ) |      |   |       |        |  |   | (40   | ) |  |  |    |  
|                               |  |      |       
|Net financing revenue          |  |      | 72     |   |      |   | 84     |        |  |   | (12   | ) |  |  | (14 | )
|Mortgage servicing fees        |  |      | 195    |   |      |   | 196    |        |  |   | (1    | ) |  |  |    |  
|MSR amortization               |  |      | (108   | ) |      |   | (97    | )      |  |   | (11   | ) |  |  | (11 | )
|                               |  |      |       
|Net loan servicing income      |  |      | 87     |   |      |   | 99     |        |  |   | (12   | ) |  |  | (12 | )
|Gains on sale of loans         |  |      | 164    |   |      |   | 98     |        |  |   | 66    |   |  |  | 67  |  
|Other income                   |  |      | 1,032  |   |      |   | 817    |        |  |   | 215   |   |  |  | 26  |  
|Noninterest expense            |  |      | (894   | ) |      |   | (823   | )      |  |   | (71   | ) |  |  | (9  | )
|Goodwill impairment            |  |      | (64    | ) |      |   |       |        |  |   | (64   | ) |  |  |    |  
|Income tax expense             |  |      | (107   | ) |      |   | (71    | )      |  |   | (36   | ) |  |  | (51 | )
|                               |  |      |       
|Net income                     |  |      | $290   |   |      |   | $204   |        |  |   | $86   |   |  |  | 42  |  
|                              
|Investment securities          |  |      | $2,295 |   |      |   | $2,119 |        |  |   | $176  |   |  |  | 8   |  
|Loans held for sale            |  |      | 9,019  |   |      |   | 5,918  |        |  |   | 3,101 |   |  |  | 52  |  
|Loans held for investment, net |  |      | 2,990  |   |      |   | 3,776  |        |  |   | (786  | ) |  |  | (21 | )
|Mortgage servicing rights, net |  |      | 632    |   |      |   | 524    |        |  |   | 108   |   |  |  | 21  |  
|Other assets                   |  |      | 4,094  |   |      |   | 3,333  |        |  |   | 761   |   |  |  | 23  |  
|                               |  |      |       
|Total assets                   |  | $    | 19,030 |   |      | $ | 15,670 |        |  | $ | 3,360 |   |  |  | 21  |  
|                              







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| |                     
| | --------------------
| | Insurance Operations



Industry and Competition


















|  |                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | opportunity to leverage MEEMICs business model in other
    states.                                                                           
| 
| | provide access to a successful, hybrid affinity-tailored
    distribution mechanism that we can leverage with our existing
    affinity groups.



Extended Service Contracts




Other Consumer Products








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Commercial Products








Underwriting and Risk Management










Loss Reserves





Regulatory Matters


8-K


43



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Investments








Financial Strength Ratings






Results of Operations




|                                               |  |      |         |   |      |  |         |        |  |  |      |   |  |  |     |  
|---------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ------ |  |  | ---- | - |  |  | --- | -
|Year ended December 31,                        |  |      |         |   |      |  |         |       
|($ in millions)                                |  | 2005 |         |   | 2004 |  |         | Change |  |  | %    |  
|                                               | 
|Revenue                                        |  |      |         |   |      |  |         |        |  |  |      |   |  |  |     |  
|Insurance premiums and service revenue earned  |  |      | $3,729  |   |      |  | $3,502  |        |  |  | $227 |   |  |  | 6   |  
|Investment income                              |  |      | 408     |   |      |  | 345     |        |  |  | 63   |   |  |  | 18  |  
|Other income                                   |  |      | 122     |   |      |  | 136     |        |  |  | (14  | ) |  |  | (10 | )
|                                               |  |      |        
|Total revenue                                  |  |      | 4,259   |   |      |  | 3,983   |        |  |  | 276  |   |  |  | 7   |  
|Insurance losses and loss adjustment expenses  |  |      | (2,355  | ) |      |  | (2,371  | )      |  |  | 16   |   |  |  | 1   |  
|Acquisition and underwriting expense           |  |      | (1,186  | ) |      |  | (1,043  | )      |  |  | (143 | ) |  |  | (14 | )
|Premium tax and other expense                  |  |      | (86     | ) |      |  | (83     | )      |  |  | (3   | ) |  |  | (4  | )
|                                               |  |      |        
|Income before income taxes                     |  |      | 632     |   |      |  | 486     |        |  |  | 146  |   |  |  | 30  |  
|Income tax expense                             |  |      | (215    | ) |      |  | (157    | )      |  |  | (58  | ) |  |  | (37 | )
|                                               |  |      |        
|Net income                                     |  |      | $417    |   |      |  | $329    |        |  |  | $88  |   |  |  | 27  |  
|                                              
|Total assets                                   |  |      | $12,624 |   |      |  | $11,744 |        |  |  | $880 |   |  |  | 7   |  
|                                              
|Insurance premiums and service revenue written |  |      | $4,039  |   |      |  | $3,956  |        |  |  | $83  |   |  |  | 2   |  
|                                               |  |      |        
|Combined ratio (a)                             |  |      | 93.6    | % |      |  | 95.7    | %      |  |  |      |   |  |  |     |  
|                                              

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Management uses combined ratio as a primary measure of
    underwriting profitability, with its components measured using
    accounting principles generally accepted in the United States of
    America. 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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| |                              
| | -----------------------------
| | Critical Accounting Estimates





Determination of the Allowance for Credit Losses










45



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Valuation of Automotive Lease Residuals




Accounting for the Impairment or Disposal of
Long-Lived Assets




36-month


46



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Valuation of Mortgage Servicing Rights




Accounting for
Derivative Instruments and Hedging Activities,








|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Prepayments  The most significant driver of
    mortgage servicing rights value is actual and anticipated
    portfolio prepayment behavior. Prepayment speed represents the
    rate at which borrowers repay the mortgage loans prior to
    scheduled maturity. When mortgage loans are paid or expected to
    be paid sooner than originally estimated, the expected future
    cash flows associated with servicing the loans are reduced. Our
    models project residential mortgage loan payoffs using
    prepayment models developed by third-party vendors and measures
    model performance by comparing prepayment predictions against
    actual portfolio prepayments for the entire portfolio and by
    product type.
| 
| | Discount rate  In computing the fair value of
    mortgage servicing rights, the cash flows are discounted at an
    appropriate risk adjusted rate. We generally establish a
    discount rate on the basis of an appropriate option adjusted
    spread margin by evaluating the leverage-adjusted spread needed
    to generate an acceptable return on the mortgage servicing
    rights asset. The option adjusted spread margin is added to a
    cost of funds assumption to derive the asset yield. This is
    similar in nature to deriving a discount rate assumption based
    upon a required risk premium added to a risk-free rate.                                                                                      
| 
| | Base mortgage rate  The base mortgage rate is
    intended to represent the current market rate for originated
    mortgage loans. It is a key component in estimating prepayment
    speeds because the difference between the current base mortgage
    rate and the borrowers loan rate is an indication of an
    individual borrowers incentive (i.e., likelihood) to
    refinance. The base mortgage rate assumption is developed
    separately for each product based on                                                                                                                                                                                                                                                     

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | an analysis of the relationship
    between the risk-free interest rate and mortgage rates over time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| | Cost to
    service
    The cost to service is the expected annual expense required by a
    market participant to service the loans in the portfolio. In
    general, cost to service assumptions are derived by dividing the
    sum of all expenses related to servicing loans by the number of
    loans serviced. The assumptions used to estimate cost to service
    include all default-related costs such as foreclosure,
    delinquency, loss mitigation and bankruptcy costs.                                                                                                                                                                                
| 
| | Volatility
    The volatility assumption utilized in the valuation model is
    intended to place a band around the potential interest rate
    movements from one period to the next. In order to perform the
    valuation, an implied volatility assumption for the mortgage
    servicing rights is used. Implied volatility is defined as the
    expected volatility implied from the prices at which options on
    interest rate swaps, or swaptions, are trading. The volatility
    assumption is updated monthly for the change in implied swaption
    volatility during the period, adjusted by the ratio of
    historical mortgage to swaption volatility.





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At a detailed level, reconciliation of actual monthly cash flows
    to those projected in the mortgage servicing rights valuation.
    Based upon the results of this reconciliation, we assess the
    need to modify the individual assumptions used in the monthly
    valuation. For 2005 actual servicing cash flows differed from
    modeled cash flows by an immaterial amount.                                                                                                                                                      
| 
| | Comparison of forecast operations results for the next twelve
    month period to net income projected per the discounted cash
    flow forecast.                                                                                                                                                                                                                                                                                                                                                                                             
| 
| | Review and comparison of recent bulk acquisition activity.
    Market trades are evaluated for reliability and relevancy and
    then considered, as appropriate, by evaluating our estimate of
    fair value of each significant deal to the traded price.
    Currently, there is a lack of comparable transactions between
    willing buyers and sellers in the bulk acquisition market, which
    are the best indicators of fair value. However, management
    continues to monitor and track market activity on an ongoing
    basis.
| 
| | Review and comparison of recent flow servicing trades. As with
    bulk servicing trades, there are distinct reasons why fair
    values of flow market transactions will differ from our fair
    value estimate. Some reasons include age/seasoning of product,
    perceived profit margin/discount assumed by aggregators, economy
    of scale benefits and cross-sell benefits. However, management
    continues to monitor and track market activity on an ongoing
    basis.                                                         
| 
| | Comparison of our fair value price/multiples to peer fair value
    price/multiples quoted in external surveys produced by third
    parties.                                                                                                                                                                                                                                                                                                                                                                                                 







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Valuation of Interests in Securitized Assets


Accounting for
Certain Investments in Debt and Equity Securities








|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Prepayment Speeds  Prepayment speeds are
    primarily impacted by changes in interest rates. As interest
    rates rise, prepayment speeds generally slow and as interest
    rates decrease, prepayment speeds generally accelerate. Similar
    to mortgage servicing rights, estimated prepayment speeds
    significantly impact the valuation of our residential
    mortgage-backed securities because increases in actual and
    expected prepayment speed significantly reduce expected cash
    flows from these securities. For certain securities, management
    is able to obtain market information from parties involved in
    the distribution of such securities to estimate prepayment
    speeds. In other cases, management estimates prepayment speeds
    based upon historical and expected future prepayment rates. In
    comparison to residential mortgage-backed securities, prepayment
    speeds on the automotive asset-backed securities are not as
    volatile and do not have as significant an earnings impact due
    to the relative short contractual term of the underlying
    receivables and the fact that many of these receivables have
    below-market contractual rates due to
    GM-sponsored special
    rate incentive programs.
| 
| | Credit Losses  Expected credit losses on
    assets underlying the asset- and mortgage-backed securities
    also significantly impact the estimated fair value of the
    related residual interests we retain. Credit losses can be
    impacted by many economic variables including unemployment,
    housing valuation and regional factors. The type of loan product
    and the interest rate environment are also key variables
    impacting the credit loss assumptions. For certain securities,
    market information for similar investments is available to
    estimate credit losses and collateral defaults
    (e.g., dealer-quoted credit spreads). For other securities,
    future credit losses are estimated using internally-developed
    credit loss models, which                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | generate indicative credit losses
    on the basis of our historical credit loss frequency and
    severity.                                                                                                                                                                                                                                                                                                                                                     
| 
| | Discount
    Rate
    Discount rate assumptions are primarily impacted by changes in
    the assessed risk on the sold assets or similar assets and
    market interest rate movements. Discount rate assumptions are
    determined using data obtained from market participants, where
    available, or based on current relevant treasury rates plus a
    risk-adjusted spread, based on analysis of historical spreads on
    similar types of securities.
| 
| | Interest
    Rates
    Estimates of interest rates on variable- and adjustable-rate
    contracts are based on spreads over the applicable benchmark
    interest rate using market-based yield curves. The movement in
    interest rates can have a significant impact on the valuation of
    retained interests in floating-rate securities.                                                                                                                





Determination of Reserves for Insurance Losses and Loss
Adjustment Expenses










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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Personal Auto  Auto insurance losses are
    principally a function of the number of occurrences
    (i.e., accidents or thefts) and the severity
    (e.g., the ultimate cost of settling the claim) for each
    occurrence. The number of incidents is generally driven by the
    demographics and other indicators or predictors of loss
    experience of the insured customer base, including geographic
    location, number of miles driven, age, sex, type and cost of
    vehicle and types of coverage selected. The severity of each
    claim, within the limits of the insurance purchased, is
    generally random and settles to an average over a book of
    business, assuming a broad distribution of risks. Changes in the
    severity of claims have an impact on the reserves established at
    a point in time. Changes in bodily injury claim severity are
    driven primarily by inflation in the medical sector of the
    economy. Changes in auto physical damage claim severity are
    caused primarily by inflation in auto repair costs, auto parts
    prices and used car prices. However, changes in the level of the
    severity of claims paid may not necessarily match or track
    changes in the rate of inflation in these various sectors of the
    economy.
| 
| | Extended Service Contracts  Extended service
    contract losses in the U.S. and abroad are generally reported
    and settled quickly through dealership service departments,
    resulting in a relatively small balance of outstanding claims at
    any point in time relative to the volume of claims processed
    annually. Mechanical service contract claims are primarily
    comprised of parts and labor for repair, or replacement of the
    affected components or systems. Changes in the cost of
    replacement parts and labor rates will impact the cost of
    settling claims. Considering the short time frame between a
    claim being incurred and paid, changes in key assumptions
    (e.g., part prices, labor rates) will have a minimal impact
    on the loss reserve as of a point in time. The loss reserve
    amount is influenced by the estimate of the lag between vehicles
    being repaired at dealerships and the claim being reported by
    the dealership.                                                                                                                                                                                                                                                                                                      
| 
| | Assumed Reinsurance  The assumed reinsurance
    losses generally are from contracts with regional insurers and
    facultative excess of loss agreements with national writers
    within the United States and personal auto in Europe. The
    reserve analysis is performed at a group level. A group can be
    an individual contract or a group of similar contracts,
    depending mostly upon contract size and the type of business
    being insured and coverages provided. Some considerations that
    can impact reserve estimates are changes in claim severity
    (e.g., building costs, auto repair costs, wage inflation,
    medical costs) as well as changes in the legal and regulatory
    environment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





| |                      
| | ---------------------
| | Funding and Liquidity



Funding Sources and Strategy






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|                                       |                                |             |         |          |      |  |         |          |  |  | 
|-------------------------------------- | ------------------------------ | ----------- | ------- | -------- | ---- |  | ------- | -------- |  |  | 
|                                       |                                | Outstanding
|                                       |                                |            
|December 31, ($ in millions)           |                                | 2005        |         |          | 2004 |  |         |         
|                                      
|Commercial paper                       |                                |             | $524    |          |      |  | $8,395  |          |  | 
|Institutional term debt                |                                |             | 83,076  |          |      |  | 105,894 |          |  | 
|Retail debt programs                   |                                |             | 34,482  |          |      |  | 38,706  |          |  | 
|Secured financings                     |                                |             | 124,657 |          |      |  | 91,957  |          |  | 
|Bank loans and other                   |                                |             | 15,979  |          |      |  | 22,734  |          |  | 
|                                      
|                                       | Total debt (a)                 |             |         | 258,718  |      |  |         | 267,686  |  |  | 
|Customer deposits (b)                  |                                |             | 11,013  |          |      |  | 5,755   |          |  | 
|Off-balance sheet securitizations: (c) |                                |             |         |          |      |  |         |          |  | 
|                                       | Retail finance receivables     |             |         | 3,165    |      |  |         | 5,057    |  |  | 
|                                       | Wholesale loans                |             |         | 20,724   |      |  |         | 20,978   |  |  | 
|                                       | Mortgage loans                 |             |         | 91,860   |      |  |         | 65,829   |  |  | 
|                                      
|                                       | Total funding                  |             |         | 385,480  |      |  |         | 365,305  |  |  | 
|Less: cash reserves (d)                |                                |             | (19,976 | )        |      |  | (22,718 | )        |  | 
|                                      
|                                       | Net funding                    |             |         | $365,504 |      |  |         | $342,587 |  |  | 
|                                      
|Leverage ratio per covenant (e)        |                                |             | 7.5:1   |          |      |  | 8.6:1   |          |  | 
|                                      
|Funding Commitments                    |                                |             |         |          |      |  |         |          |  | 
|                                       | ($ in billions)                |             |         |          |      |  |         |          |  |  | 
|                                       | Bank liquidity facilities (f)  |             |         | $47.0    |      |  |         | $59.4    |  |  | 
|                                       | Secured funding facilities (g) |             |         | $126.8   |      |  |         | $59.3    |  |  | 
|                                      

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Excludes fair value adjustment as described in Note 13 to
    our 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 our
    Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | Includes $15.8 cash and cash equivalents and $4.2 invested in
    marketable securities at December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(e) | As described in Note 13 to our 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
    $94,346 and $75,230 at December 31, 2005 and
    December 31, 2004, respectively). Our debt to equity
    ratio was 11.9:1 and 12.0:1, at December 31, 2005 and
    December 31, 2004, 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 13 to our 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 13 to our Consolidated Financial Statements for
    details.                                                                                                                                                                                                                                                                                                                                                                   







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short-




Credit Ratings


10-K 10-K


53



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|              |  |            |  |           |  |                    |  |                     |                        | 
|------------- |  | ---------- |  | --------- |  | ------------------ |  | ------------------- | ---------------------- | 
|              |  | Commercial |  | Senior    |  |                    |  |                    
|Rating Agency |  | Paper      |  | Debt      |  | Outlook            |  | Date of Last Action |                       
|             
|Fitch         |  | B          |  | BB        |  | Evolving           |  |                     | September 26, 2005 (a) | 
|Moodys       |  | Not-Prime  |  | Ba1       |  | Possible downgrade |  |                     | August 24, 2005 (b)    | 
|S&P           |  | B-1        |  | BB        |  | Developing         |  |                     | May 5, 2005 (c)        | 
|DBRS          |  | R-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.                                                                                                                                                                         
|(b) | Moodys lowered our senior debt to Ba1 from Baa2,
    downgraded the commercial paper rating to Not-Prime from
    Prime-2, 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.                                                   



|              |  |              |  |        |  |                    |  |                     |                        | 
|------------- |  | ------------ |  | ------ |  | ------------------ |  | ------------------- | ---------------------- | 
|              |  | Commercial   |  | Senior |  |                    |  |                    
|Rating Agency |  | Paper        |  | Debt   |  | Outlook            |  | Date of Last Action |                       
|             
|Fitch         |  | F3           |  | BBB-   |  | Evolving           |  |                     | September 26, 2005 (a) | 
|Moodys       |  | P3           |  | Baa3   |  | Possible downgrade |  |                     | August 24, 2005 (b)    | 
|S&P           |  | A-3          |  | BBB-   |  | Developing         |  |                     | June 9, 2005 (c)       | 
|DBRS          |  | R-2 (middle) |  | BBB    |  | Developing         |  |                     | June 9, 2005 (d)       | 
|             

|    |                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Fitch downgraded the senior debt of ResCap to BBB- from BBB,
    downgraded the commercial paper rating to F3 from F2, and on
    October 17, 2005, placed the ratings on Rating Watch
    Evolving.                                                                                                                                            
|(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.                                                                                                                                       

Derivative Financial Instruments








| |                                   
| | ----------------------------------
| | Off-balance Sheet
    Arrangements





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|                                   |                                     |      |        |      |      |  |        |      | 
|---------------------------------- | ----------------------------------- | ---- | ------ | ---- | ---- |  | ------ | ---- | 
|December 31, ($ in billions)       |                                     | 2005 |        |      | 2004 | 
|                                   |                                    
|Securitization (a)                 |                                     |      |        |      |      |  |        |     
|                                   | Retail finance receivables          |      |        | $6.0 |      |  |        | $5.6 | 
|                                   | Wholesale loans                     |      |        | 21.4 |      |  |        | 21.3 | 
|                                   | Mortgage loans                      |      |        | 93.7 |      |  |        | 71.2 | 
|                                   | Collateralized debt obligations (b) |      |        | 3.5  |      |  |        | 3.3  | 
|                                   | Tax-exempt related securities       |      |        | 1.1  |      |  |        | 1.1  | 
|                                  
|Total securitization               |                                     |      | 125.7  |      |      |  | 102.5  |     
|Other off-balance sheet activities |                                     |      |        |      |      |  |        |     
|                                   | Mortgage warehouse                  |      |        | 0.6  |      |  |        | 0.3  | 
|                                   | Other mortgage                      |      |        | 0.2  |      |  |        | 3.5  | 
|                                  
|Total off-balance sheet activities |                                     |      | $126.5 |      |      |  | $106.3 |     
|                                  

|    |                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes only securitizations accounted for as sales under
    SFAS 140, as further described in Note 8 to our
    Consolidated Financial Statements. 
|(b) | Includes securitization of mortgage-backed securities, some of
    which are backed by securitized mortgage loans as reflected in
    the above table.

Securitization




Accounting
for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities




GMAC-RFCs on-balance






55



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loan-to


Other Off-Balance Sheet Activities


Consolidation of Variable Interest Entities










|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interests in real estate partnerships  Our
    Mortgage operations syndicate investments in real estate
    partnerships to unaffiliated investors and, in certain
    partnerships, guarantee the timely payment of a specified return
    to those investors. Returns to investors in the partnerships we
    syndicate are derived from tax credits and tax losses generated
    by underlying operating partnership entities that develop, own
    and operate affordable housing properties throughout the United
    States. We have variable interests in the underlying operating
    partnerships (primarily in the form of limited partnership
    interests) where we are not the primary beneficiary of and, as a
    result, are not required to consolidate these entities under
    FIN 46R. Assets outstanding in these partnerships
    approximated $6.5 billion at December 31, 2005.
    Our maximum exposure to loss related to these partnerships is
    $682 million.
| 
| | New Center Asset Trust (NCAT)  NCAT is a QSPE
    that was established for the purpose of purchasing and holding
    privately issued asset-backed securities created in our
    automotive finance asset securitization program, as previously
    described. NCAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

56



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | funds the activity through the
    issuance of asset-backed commercial paper. NCAT acquires the
    asset-backed securities from special purpose trusts established
    by our limited purpose bankruptcy-remote subsidiaries. As of
    December 31, 2005, NCAT had $10.9 billion in
    asset-backed securities, which were fully supported by
    commercial paper. We act as administrator of NCAT to provide for
    the administration of the trust. NCAT maintains a
    $18.5 billion revolving credit agreement characterized as a
    liquidity and receivables purchase facility to support its
    issuance of commercial paper (see Note 13 to our
    Consolidated Financial Statements). The assets underlying the
    NCAT securities are retail finance receivables, wholesale loans
    and operating leases that are securitized as a part of our
    automotive finance funding strategies. As such, the
    $10.9 billion of NCAT securities outstanding at
    December 31, 2005, are considered in the non-mortgage
    securitization amounts presented in the table on page 52.

Purchase Obligations and Options






|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Representations and warranties obligations  In
    connection with certain asset sales and securitization
    transactions, we typically deliver standard representations and
    warranties to the purchaser regarding the characteristics of the
    underlying transferred assets. These representations and
    warranties conform to specific guidelines, which are customary
    in securitization transactions. These clauses are intended to
    ensure that the terms and conditions of the sales contracts are
    met upon transfer of the assets. Prior to any sale or
    securitization transaction, we perform due diligence with
    respect to the assets to be included in the sale to ensure that
    they meet the purchasers requirements, as expressed in the
    representations and warranties. Due to these procedures, we
    believe that the potential for loss under these arrangements is
    remote. Accordingly, no liability is reflected in our
    Consolidated Balance Sheet related to these potential
    obligations. The maximum potential amount of future payments we
    could be required to make would be equal to the current balances
    of all assets subject to such securitization or sale activities.
    We do not monitor the total value of assets historically
    transferred to securitization vehicles or through other asset
    sales. Therefore, we are unable to develop an estimate of the
    maximum payout under these representations and warranties.









|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Administrator or servicer actions  In our
    capacity as servicer, we covenant, in certain automotive
    securitization transaction documents, that we will not amend or
    modify certain characteristics of any receivable after the
    initial sale date (e.g., amount financed, annual percentage
    rate, etc.). In addition, we are required to service sold
    receivables in the same manner in which we service owned
    receivables. In servicing our owned receivables, we may make
    changes to the underlying contracts at the request of the
    borrower, for example, because of errors made in the origination
    process or in order to prevent imminent default as a result of
    temporary economic hardship (e.g., borrower requested deferrals
    or extensions). When we would otherwise modify an owned
    receivable in accordance with customary servicing practices,
    therefore, we are required to modify a sold and serviced
    receivable, also in accordance with customary servicing
    procedures. If the modification is not otherwise permitted by
    the securitization transaction documents,

57



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | we are required to purchase such
    serviced receivable that has been sold. We purchased
    $76 million and $75 million in automotive receivables
    under these provisions in 2005 and 2004, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| 
| | Limited recourse
    obligations
    Under certain commercial mortgage facilities, there are
    eligibility criteria relating to the post-sale delinquency
    status of an asset and the length of time permitted between the
    date of sale to the mortgage warehouse facility and the ultimate
    date of securitization. If these criteria are not met, the
    beneficial interest holder may have the option to put the
    affected assets back to one of our consolidated
    bankruptcy-remote affiliates, based on terms provided in the
    facilities legal documentation. We purchased $0 and
    $212 million of commercial mortgage assets under these
    provisions in 2005 and 2004, respectively.





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Asset performance conditional calls  In our
    mortgage off-balance sheet transactions, we typically retain the
    option (but not an obligation) to purchase specific assets that
    become delinquent beyond a specified period of time, as set
    forth in the transaction legal documents (typically
    90 days). We report affected assets when the purchase
    option becomes exercisable. Assets are purchased after the
    option becomes exercisable when it is in our best economic
    interest to do so. We purchased $364 million and
    $137 million of mortgage assets under these provisions in
    2005 and 2004, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| | Third-party purchase calls  Unrelated third
    parties acquire mortgage assets through the exercise of
    third-party purchase call options. Prior to September 30,
    2004, at the point when the third-party agreed to purchase
    affected assets, we recorded the assets in our Consolidated
    Balance Sheet and became obligated to exercise the call, deliver
    the mortgages to the purchaser and to deliver the
    purchasers funds for the benefit of holders of beneficial
    interests which were supported by the affected mortgage loans.
    Sale treatment was previously recognized under paragraph 9
    of SFAS 140 for the transactions to which these calls
    apply. This third-party purchase call was exercised on
    approximately $8.5 billion and $30.3 billion of
    mortgage assets in 2005 and 2004, respectively. Effective
    September 30, 2004, we modified our accounting treatment
    for assets transferred subject to a third-party purchase call
    (refer to Note 1 to our Consolidated Financial Statements
    for further details).
| 
| | Cleanup calls  In accordance with
    SFAS 140, we retain a cleanup call option in securitization
    transactions that allows the servicer to purchase the remaining
    transferred financial assets, once such assets or beneficial
    interests reach a minimal level and the cost of servicing those
    assets or beneficial interests become burdensome in relation to
    the benefits of servicing (defined as a specified percentage of
    the original principal balance). We purchased $2.9 billion
    and $4.1 billion in assets under these cleanup call
    provisions in 2005 and in 2004, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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| |           
| | ----------
| | Guarantees





|                                                 |  |           |        |          |           |  |     | 
|------------------------------------------------ |  | --------- | ------ | -------- | --------- |  | --- | 
|                                                 |  |           |        | Carrying |          
|                                                 |  | Maximum   |        |          | value of  | 
|December 31, 2005 ($ in millions)                |  | liability |        |          | liability | 
|                                                 | 
|Securitizations and sales                        |  |           | $2,318 |          |           |  | $20 | 
|Agency loan program                              |  |           | 6,196  |          |           |  |    | 
|Agency/construction lending                      |  |           | 847    |          |           |  | 2   | 
|Guarantees for repayment of
    third-party debt |  |           | 393    |          |           |  |    | 
|Repurchase guarantees                            |  |           | 256    |          |           |  |    | 
|Standby letters of credit                        |  |           | 135    |          |           |  | 3   | 
|Other guarantees                                 |  |           | 108    |          |           |  | 3   | 
|                                                



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agency loan program  Our Mortgage operations
    deliver loans to certain agencies that allow streamlined loan
    processing and limited documentation requirements. In the event
    any loans delivered under these programs reach a specified
    delinquency status, we may be required to provide certain
    documentation or, in some cases, repurchase the loan or
    indemnify the investor for any losses sustained. 
| 
| | Securitizations and sales  Under certain
    mortgage securitization and sales transactions, we have agreed
    to guarantee specific amounts depending on the performance of
    the underlying assets. In particular, these guarantees relate to
    particular commercial mortgage securitizations, agency loans
    sold with recourse, high
    loan-to-value
    securitizations, and sales of mortgage-related securities.
| 
| | Agency/construction lending  We guarantee the
    repayment of principal and interest on certain construction
    loans and on long-term fixed rate agency loans.                                                                                                                                                                                                                                                                
| 
| | Guarantees for repayment of third-party debt 
    Under certain arrangements, we guarantee the repayment of
    third-party debt obligations in the case of default. Some of
    these guarantees are collateralized by letters of credit.                                                                                                                                                                                       
| 
| | Repurchase guarantees  We have issued
    guarantees to buyers of certain mortgage loans whereby in the
    event that a closing condition or document deficiency is
    identified by an investor after the closing, we may be required
    to indemnify the investor in the event the loan becomes
    delinquent.                                                                                                             
| 
| | Standby letters of credit  Letters of credit
    are issued by our Financing and Mortgage operations that
    represent irrevocable guarantees of payment of specified
    financial obligations of a client and which are generally
    collateralized by assets.                                                                                                                                                               





| |                                      
| | -------------------------------------
| | Aggregate Contractual
    Obligations





|                                  |                                                                   |                        |  |           |          |  |  |           |           |  |           |        |         |         |  |        |         |  |  |       |          | 
|--------------------------------- | ----------------------------------------------------------------- | ---------------------- |  | --------- | -------- |  |  | --------- | --------- |  | --------- | ------ | ------- | ------- |  | ------ | ------- |  |  | ----- | -------- | 
|                                  |                                                                   | Payments due by period | 
|                                  |                                                                   |                        | 
|                                  |                                                                   |                        |  | Less than |          |  |  |           | More than | 
|December 31 2005, ($ in millions) |                                                                   | Total                  |  |           | 1 Year   |  |  | 1-3 Years |           |  | 3-5 Years |        |         | 5 Years | 
|                                  |                                                                  
|Description of obligation:        |                                                                   |                        |  |           |          |  |  |           |           |  |           |        |         |         |  |        |         |  |  |      
|                                  | Debt                                                              |                        |  |           |          |  |  |           |           |  |           |        |         |         |  |        |         |  |  |       |         
|                                  |                                                                   | Unsecured (a)          |  |           | $134,591 |  |  |           | $43,546   |  |           |        | $38,118 |         |  |        | $16,400 |  |  |       | $36,527  | 
|                                  |                                                                   | Secured                |  |           | 124,657  |  |  |           | 42,932    |  |           |        | 21,902  |         |  |        | 2,433   |  |  |       | 57,390   | 
|                                  | Mortgage purchase and sale commitments                            |                        |  | 28,152    |          |  |  | 24,619    |           |  |           | 3,463  |         |         |  |       |         |  |  | 70    |         
|                                  | Lending commitments                                               |                        |  | 25,875    |          |  |  | 18,500    |           |  |           | 2,213  |         |         |  | 669    |         |  |  | 4,493 |         
|                                  | Commitments to remit excess cash flows on certain loan portfolios |                        |  | 4,305     |          |  |  |          |           |  |           |       |         |         |  |       |         |  |  | 4,305 |         
|                                  | Commitments to sell retail automotive receivables                 |                        |  | 33,000    |          |  |  | 9,000     |           |  |           | 12,000 |         |         |  | 12,000 |         |  |  |      |         
|                                  | Lease commitments                                                 |                        |  | 824       |          |  |  | 201       |           |  |           | 304    |         |         |  | 161    |         |  |  | 158   |         
|                                  | Commitments to provide capital to equity method investees         |                        |  | 1,037     |          |  |  | 553       |           |  |           | 90     |         |         |  | 107    |         |  |  | 287   |         
|                                  | Purchase obligations                                              |                        |  | 231       |          |  |  | 141       |           |  |           | 77     |         |         |  | 13     |         |  |  |      |         
|                                 
|                                  |                                                                   | Total                  |  |           | $352,672 |  |  |           | $139,492  |  |           |        | $78,167 |         |  |        | $31,783 |  |  |       | $103,230 | 
|                                 

|    |                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|(a) | Amount reflects the remaining principal obligation and excludes
    fair value adjustment of $2 and unamortized discount of $530.

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Debt  Amounts represent the scheduled maturity
    of debt at December 31, 2005, assuming that no early
    redemptions occur. For debt issuances without a stated maturity
    date (i.e., Demand Notes) the maturity is assumed to occur
    within one year. The maturity of secured debt may vary based on
    the payment activity of the related secured assets. Debt
    issuances that are redeemable at or above par, during the
    callable period, are presented at the stated maturity date. The
    amounts presented are before the effect of any unamortized
    discount or fair value adjustment. Refer to Note 13 to our
    Consolidated Financial Statements for additional information on
    our debt obligations.
| 
| | Mortgage purchase and sale commitments  As
    part of our Mortgage operations, we enter into commitments to
    originate, purchase, and sell mortgages and mortgage-backed
    securities. Refer to Note 24 to our Consolidated Financial
    Statements for additional information on our mortgage purchase
    and sale commitments.                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| | Lending commitments  Both our Financing and
    Mortgage operations have outstanding revolving lending
    commitments with customers. The amounts presented represent the
    unused portion of those commitments, as of
    December 31, 2005, that the customers may draw upon in
    accordance with the lending arrangement. Refer to Note 24
    to our Consolidated Financial Statements for additional
    information on our lending commitments.                                                                                                                                                                                                                                                                               
| 
| | Commitments to remit excess cash flows on certain loan
    portfolios  We are committed to remitting, under
    certain shared execution arrangements, cash flows that exceed a
    required rate of return less credit loss reimbursements. This
    commitment is accounted for as a derivative. Refer to
    Note 24 to our Consolidated Financial Statements for
    additional information on our shared execution arrangements.                                                                                                                                                                                                                                                                                                    
| 
| | Commitments to sell retail automotive
    receivables  We have entered into agreements with
    third-party banks to sell automotive retail receivables in which
    we transfer all credit risk to the purchaser (retail automotive
    portfolio sales transactions). Refer to Note 24 to our
    Consolidated Financial Statements for additional information on
    our commitments to remit excess cash flows on certain loan
    portfolios.                                                                                                                                                                                                                                                                                       
| 
| | Lease commitments  We have obligations under
    various operating lease arrangements (primarily for real
    property) with noncancelable lease terms that expire after
    December 31, 2005. Refer to Note 24 to our
    Consolidated Financial Statements for additional information on
    our lease commitments.                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Commitments to provide capital to equity method
    investees  As part of arrangements with specific
    private equity funds, we are obligated to provide capital to
    equity method investees. Refer to Note 24 to our
    Consolidated Financial Statements for additional information on
    our commitments to provide capital to equity method investees.                                                                                                                                                                                                                                                                                                                                                                        
| 
| | Purchase obligations  We enter into multiple
    contractual arrangements for various services. The amounts
    represent fixed payment obligations under our most significant
    contracts and primarily relate to contracts with information
    technology providers. Refer to Note 24 to our Consolidated
    Financial Statements for additional information on our purchase
    obligations.                                                                                                                                                                                                                                                                                                                                      



| |            
| | -----------
| | Market Risk









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Value at Risk






|                                        |         |      |   |     |      |  |   |     | 
|--------------------------------------- | ------- | ---- | - | --- | ---- |  | - | --- | 
|Year ended December 31, ($ in millions) |         | 2005 |   |     | 2004 | 
|                                        |        
|Value at Risk                           |         |      |   |     |      |  |   |    
|                                        | Maximum |      | $ | 239 |      |  | $ | 276 | 
|                                        | Average |      |   | 129 |      |  |   | 166 | 
|                                        | Minimum |      |   | 66  |      |  |   | 122 | 
|                                       



Sensitivity Analysis




|                                                 |                        |                                       |  |  |           |  |  |             |        |  |         |  |           |  |  |  |        | 
|------------------------------------------------ | ---------------------- | ------------------------------------- |  |  | --------- |  |  | ----------- | ------ |  | ------- |  | --------- |  |  |  | ------ | 
|                                                 |                        | 2005                                  |  |  | 2004      | 
|                                                 |                        |                                       | 
|                                                 |                        | Non-                                  |  |  | Trading   |  |  | Non-        |        |  | Trading | 
|December 31, (in millions)                       |                        | trading (a)                           |  |  | (b)       |  |  | trading (a) |        |  | (b)     | 
|                                                 |                       
|Financial instruments exposed
    to changes in: |                        |                                       |  |  |           |  |  |             |        |  |         |  |           |  |  | 
|                                                 | Interest rates         |                                       |  |  |           |  |  |             |        |  |         |  |           |  |  |  |       
|                                                 |                        | Estimated fair value                  |  |  | ($26,343) |  |  |             | $4,580 |  |         |  | ($32,025) |  |  |  | $3,545 | 
|                                                 |                        | Effect of 10% adverse change in rates |  |  | (1,662)   |  |  |             | (127)  |  |         |  | (1,463)   |  |  |  | (33)   | 
|                                                 | Foreign exchange rates |                                       |  |  |           |  |  |             |        |  |         |  |           |  |  |  |       
|                                                 |                        | Estimated fair value                  |  |  | ($7,177)  |  |  |             | $254   |  |         |  | ($10,213) |  |  |  | $577   | 
|                                                 |                        | Effect of 10% adverse change in rates |  |  | (718)     |  |  |             | (25)   |  |         |  | (1,021)   |  |  |  | (58)   | 
|                                                 | Equity prices          |                                       |  |  |           |  |  |             |        |  |         |  |           |  |  |  |       
|                                                 |                        | Estimated fair value                  |  |  | $2,367    |  |  |             | $     |  |         |  | $2,230    |  |  |  | $     | 
|                                                 |                        | Effect of 10% decrease in prices      |  |  | (236)     |  |  |             |       |  |         |  | (222)     |  |  |  |       | 
|                                                

|    |                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes our available for sale and held to maturity investment
    securities. Refer to Note 6 to our Consolidated Financial
    Statements for additional information on our investment
    securities portfolio.
|(b) | Includes our trading investment securities. Refer to Note 6
    to our Consolidated Financial Statements for additional
    information on our investment securities portfolio.                                    





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| |                 
| | ----------------
| | Operational Risk











| |                                          
| | -----------------------------------------
| | 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. 154 Accounting Changes and
Error Corrections


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


Statement of Financial Accounting Standards
No. 156 Accounting for Servicing
of Financial Assets


62



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Emerging Issues Task Force No. 04-5 04-5, Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights 04-5). 04-5 04-5 04-5 04-5.


FASB Staff Position (FSP) Nos. FAS 115-1 and
FAS 124-1 115-1 124-1 03-1 The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments 03-1),




| |                                   
| | ----------------------------------
| | Consolidated Operating
    Results



Comparison of 2005 to 2004




Revenues








63



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Expenses








Comparison of 2004 to 2003


Revenues














|  |                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Increased amount of interest earned on cash and cash
    equivalents, resulting from an increase in the balance of cash
    and the overall increase in market interest rates during the
    year.
| 
| | Increased revenue from the International automotive full service
    leasing business.                                                                                                            
| 
| | A reduction in the unfavorable impact of market adjustments on
    our non-hedge derivative financial instrument positions.                                                                       
| 
| | Increased real estate service fees within our Mortgage
    operations as a result of continued growth in that portion of
    the business.                                                        

Expenses






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General Motors Acceptance
Corporation










|                                                  |  |                                                                                               
|------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|/s/ Eric A. Feldstein                             |  | /s/ Sanjiv Khattri                                                                            
|                                                  |  |                                                                                               
|Eric A. Feldstein
    Chairman
    March 28, 2006 |  | Sanjiv Khattri
    Executive Vice President and
    Chief Financial Officer
    March 28, 2006

65



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General Motors Acceptance
Corporation










Internal Control  Integrated Framework




Statement of Cash Flows  Exemption of Certain
Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale




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General Motors Acceptance
Corporation










|                                                  |  |                                                                                               
|------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|/s/ Eric A. Feldstein                             |  | /s/ Sanjiv Khattri                                                                            
|                                                  |  |                                                                                               
|Eric A. Feldstein
    Chairman
    March 28, 2006 |  | Sanjiv Khattri
    Executive Vice President and
    Chief Financial Officer
    March 28, 2006

67



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Internal Control 
Integrated Framework










Internal Control  Integrated Framework Internal Control  Integrated Framework




Deloitte &
Touche LLP










68



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.


Consolidation of Variable Interest Entities


Internal Control 
Integrated Framework


Deloitte &
Touche LLP











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|                                               |                                                |      |        |        |      |  |         |        |  |  |        |        | 
|---------------------------------------------- | ---------------------------------------------- | ---- | ------ | ------ | ---- |  | ------- | ------ |  |  | ------ | ------ | 
|Year ended December 31, ($ in millions)        |                                                | 2005 |        |        | 2004 |  |         | 2003   | 
|                                               |                                               
|Revenue                                        |                                                |      |        |        |      |  |         |        |  |  |        |       
|Consumer                                       |                                                |      | $9,945 |        |      |  | $10,332 |        |  |  | $8,597 |       
|Commercial                                     |                                                |      | 2,685  |        |      |  | 2,177   |        |  |  | 1,950  |       
|Loans held for sale                            |                                                |      | 1,652  |        |      |  | 1,269   |        |  |  | 1,024  |       
|Operating leases                               |                                                |      | 7,032  |        |      |  | 6,563   |        |  |  | 6,611  |       
|                                              
|                                               | Total revenue                                  |      |        | 21,314 |      |  |         | 20,341 |  |  |        | 18,182 | 
|Interest and discount expense                  |                                                |      | 12,930 |        |      |  | 9,535   |        |  |  | 7,564  |       
|                                              
|                                               | Net revenue before provision for credit losses |      |        | 8,384  |      |  |         | 10,806 |  |  |        | 10,618 | 
|Provision for credit losses                    |                                                |      | 1,085  |        |      |  | 1,953   |        |  |  | 1,721  |       
|                                              
|                                               | Net revenue                                    |      |        | 7,299  |      |  |         | 8,853  |  |  |        | 8,897  | 
|Insurance premiums and service revenue earned  |                                                |      | 3,762  |        |      |  | 3,528   |        |  |  | 3,178  |       
|Mortgage banking income                        |                                                |      | 2,462  |        |      |  | 1,925   |        |  |  | 2,584  |       
|Investment income                              |                                                |      | 1,216  |        |      |  | 845     |        |  |  | 631    |       
|Other income                                   |                                                |      | 4,468  |        |      |  | 3,516   |        |  |  | 3,129  |       
|                                              
|                                               | Total net revenue                              |      |        | 19,207 |      |  |         | 18,667 |  |  |        | 18,419 | 
|Expense                                        |                                                |      |        |        |      |  |         |        |  |  |        |       
|Depreciation expense on operating lease assets |                                                |      | 5,244  |        |      |  | 4,828   |        |  |  | 4,844  |       
|Compensation and benefits expense              |                                                |      | 3,163  |        |      |  | 2,916   |        |  |  | 2,838  |       
|Insurance losses and loss adjustment expenses  |                                                |      | 2,355  |        |      |  | 2,371   |        |  |  | 2,288  |       
|Other operating expenses                       |                                                |      | 4,134  |        |      |  | 4,205   |        |  |  | 4,065  |       
|Goodwill impairment                            |                                                |      | 712    |        |      |  |        |        |  |  |       |       
|                                              
|                                               | Total noninterest expense                      |      |        | 15,608 |      |  |         | 14,320 |  |  |        | 14,035 | 
|Income before income tax expense               |                                                |      | 3,599  |        |      |  | 4,347   |        |  |  | 4,384  |       
|Income tax expense                             |                                                |      | 1,205  |        |      |  | 1,434   |        |  |  | 1,591  |       
|                                              
|Net income                                     |                                                |      | $2,394 |        |      |  | $2,913  |        |  |  | $2,793 |       
|                                              



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|                                                                                                                      |                                          |      |          |          |      |  |          |          | 
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | ---- | -------- | -------- | ---- |  | -------- | -------- | 
|December 31, ($ in millions)                                                                                          |                                          | 2005 |          |          | 2004 | 
|                                                                                                                      |                                         
|Assets                                                                                                                |                                          |      |          |          |      |  |          |         
|Cash and cash equivalents                                                                                             |                                          |      | $15,424  |          |      |  | $22,718  |         
|Investment securities                                                                                                 |                                          |      | 18,207   |          |      |  | 14,960   |         
|Loans held for sale                                                                                                   |                                          |      | 21,865   |          |      |  | 19,934   |         
|Reporting segment held for sale                                                                                       |                                          |      | 19,030   |          |      |  |         |         
|Finance receivables and loans, net of unearned income                                                                 |                                          |      |          |          |      |  |          |         
|                                                                                                                      | Consumer                                 |      |          | 140,411  |      |  |          | 150,449  | 
|                                                                                                                      | Commercial                               |      |          | 44,574   |      |  |          | 53,210   | 
|Allowance for credit losses                                                                                           |                                          |      | (3,116   | )        |      |  | (3,422   | )       
|                                                                                                                     
|                                                                                                                      | Total finance receivables and loans, net |      |          | 181,869  |      |  |          | 200,237  | 
|Investment in operating leases, net                                                                                   |                                          |      | 31,211   |          |      |  | 26,072   |         
|Notes receivable from General Motors                                                                                  |                                          |      | 4,565    |          |      |  | 4,921    |         
|Mortgage servicing rights, net                                                                                        |                                          |      | 4,015    |          |      |  | 3,890    |         
|Premiums and other insurance receivables                                                                              |                                          |      | 1,873    |          |      |  | 1,763    |         
|Other assets                                                                                                          |                                          |      | 22,457   |          |      |  | 29,644   |         
|                                                                                                                     
|Total assets                                                                                                          |                                          |      | $320,516 |          |      |  | $324,139 |         
|                                                                                                                     
|Liabilities                                                                                                           |                                          |      |          |          |      |  |          |         
|Debt                                                                                                                  |                                          |      |          |          |      |  |          |         
|                                                                                                                      | Unsecured                                |      |          | $133,269 |      |  |          | $177,003 | 
|                                                                                                                      | Secured                                  |      |          | 121,138  |      |  |          | 91,957   | 
|                                                                                                                     
|                                                                                                                      | Total debt                               |      |          | 254,407  |      |  |          | 268,960  | 
|Interest payable                                                                                                      |                                          |      | 3,057    |          |      |  | 3,394    |         
|Liabilities related to reporting segment held for sale                                                                |                                          |      | 10,941   |          |      |  |         |         
|Unearned insurance premiums and service revenue                                                                       |                                          |      | 5,054    |          |      |  | 4,727    |         
|Reserves for insurance losses and loss adjustment expenses                                                            |                                          |      | 2,534    |          |      |  | 2,505    |         
|Accrued expenses and other liabilities                                                                                |                                          |      | 18,381   |          |      |  | 18,382   |         
|Deferred income taxes                                                                                                 |                                          |      | 4,364    |          |      |  | 3,754    |         
|                                                                                                                     
|Total liabilities                                                                                                     |                                          |      | 298,738  |          |      |  | 301,722  |         
|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                                                                                                     |                                          |      | 15,190   |          |      |  | 15,491   |         
|Accumulated other comprehensive income                                                                                |                                          |      | 828      |          |      |  | 1,166    |         
|                                                                                                                     
|Total stockholders equity                                                                                            |                                          |      | 21,778   |          |      |  | 22,417   |         
|                                                                                                                     
|Total liabilities and stockholders equity                                                                            |                                          |      | $320,516 |          |      |  | $324,139 |         
|                                                                                                                     



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|                                              |  |      |         |   |      |  |         |      |  |  |         |  
|--------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|Year ended December 31, ($ in millions)       |  | 2005 |         |   | 2004 |  |         | 2003 | 
|                                              | 
|Common stock and paid-in capital              |  |      |         |   |      |  |         |      |  |  |         |  
|Balance at beginning of year                  |  |      | $5,760  |   |      |  | $5,641  |      |  |  | $5,641  |  
|Increase in paid-in capital                   |  |      |        |   |      |  | 119     |      |  |  |        |  
|                                             
|Balance at end of year                        |  |      | 5,760   |   |      |  | 5,760   |      |  |  | 5,641   |  
|                                             
|Retained earnings                             |  |      |         |   |      |  |         |      |  |  |         |  
|Balance at beginning of year                  |  |      | 15,491  |   |      |  | 14,078  |      |  |  | 12,285  |  
|Net income                                    |  |      | 2,394   |   |      |  | 2,913   |      |  |  | 2,793   |  
|Dividends paid                                |  |      | (2,500  | ) |      |  | (1,500  | )    |  |  | (1,000  | )
|Repurchase transaction (a)                    |  |      | (195    | ) |      |  |        |      |  |  |        |  
|                                             
|Balance at end of year                        |  |      | 15,190  |   |      |  | 15,491  |      |  |  | 14,078  |  
|                                             
|Accumulated other comprehensive income (loss) |  |      |         |   |      |  |         |      |  |  |         |  
|Balance at beginning of year                  |  |      | 1,166   |   |      |  | 517     |      |  |  | (95     | )
|Other comprehensive (loss) income             |  |      | (338    | ) |      |  | 649     |      |  |  | 612     |  
|                                             
|Balance at end of year                        |  |      | 828     |   |      |  | 1,166   |      |  |  | 517     |  
|                                             
|Total stockholders equity                    |  |      |         |   |      |  |         |      |  |  |         |  
|Balance at beginning of year                  |  |      | 22,417  |   |      |  | 20,236  |      |  |  | 17,831  |  
|Increase in paid-in capital                   |  |      |        |   |      |  | 119     |      |  |  |        |  
|Net income                                    |  |      | 2,394   |   |      |  | 2,913   |      |  |  | 2,793   |  
|Dividends paid                                |  |      | (2,500  | ) |      |  | (1,500  | )    |  |  | (1,000  | )
|Repurchase transaction (a)                    |  |      | (195    | ) |      |  |        |      |  |  |        |  
|Other comprehensive (loss) income             |  |      | (338    | ) |      |  | 649     |      |  |  | 612     |  
|                                             
|Total stockholders equity at end of year     |  |      | $21,778 |   |      |  | $22,417 |      |  |  | $20,236 |  
|                                             
|Comprehensive income                          |  |      |         |   |      |  |         |      |  |  |         |  
|Net income                                    |  |      | $2,394  |   |      |  | $2,913  |      |  |  | $2,793  |  
|Other comprehensive (loss) income             |  |      | (338    | ) |      |  | 649     |      |  |  | 612     |  
|                                             
|Comprehensive income                          |  |      | $2,056  |   |      |  | $3,562  |      |  |  | $3,405  |  
|                                             

|    |                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In October 2005 we repurchased operating lease assets and
    related deferred tax liabilities from GM. Refer to Note 19
    to our Consolidated Financial Statements for further details.



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|                                                                                         |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |        |        |  
|---------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------- | ------------ | ------- | - | ------------ | ------ | ------ | - | -------- | ------ | ------ | -
|                                                                                         |                                                                                                                       |                         |         | (As restated |         |   | (As restated |       
|                                                                                         |                                                                                                                       |                         |         | See Note 1)  |         |   | See Note 1)  |       
|Year ended December 31, ($ in millions)                                                  |                                                                                                                       | 2005                    |         |              | 2004    |   |              | 2003   |       
|                                                                                         |                                                                                                                      
|Operating activities                                                                     |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|Net income                                                                               |                                                                                                                       |                         | $2,394  |              |         |   | $2,913       |        |        |   | $2,793   |       
|Reconciliation of net income to net cash (used in) provided by
    operating activities: |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|                                                                                         | Depreciation and amortization                                                                                         |                         |         | 5,964        |         |   |              | 5,433  |        |   |          | 5,340  |       
|                                                                                         | Goodwill impairment                                                                                                   |                         |         | 712          |         |   |              |       |        |   |          |       |       
|                                                                                         | Amortization and valuation adjustments of mortgage servicing
    rights                                               |                         |         | 782          |         |   |              | 1,384  |        |   |          | 1,602  |       
|                                                                                         | Provision for credit losses                                                                                           |                         |         | 1,085        |         |   |              | 1,953  |        |   |          | 1,721  |       
|                                                                                         | Net gains on sales of finance receivables and loans                                                                   |                         |         | (1,695       | )       |   |              | (1,312 | )      |   |          | (2,462 | )     
|                                                                                         | Net (gains) losses on investment securities                                                                           |                         |         | (104         | )       |   |              | (52    | )      |   |          | 71     |       
|                                                                                         | Capitalized interest income                                                                                           |                         |         | (23          | )       |   |              | (30    | )      |   |          | (44    | )     
|                                                                                         | Net change in:                                                                                                        |                         |         |              |         |   |              |        |        |   |          |        |       
|                                                                                         |                                                                                                                       | Trading securities      |         |              | (1,155  | ) |              |        | 614    |   |          |        | 233    |  
|                                                                                         |                                                                                                                       | Loans held for sale (d) |         |              | (29,119 | ) |              |        | (2,312 | ) |          |        | (4,124 | )
|                                                                                         |                                                                                                                       | Deferred income taxes   |         |              | 351     |   |              |        | (118   | ) |          |        | (463   | )
|                                                                                         |                                                                                                                       | Interest payable        |         |              | (290    | ) |              |        | 311    |   |          |        | 358    |  
|                                                                                         |                                                                                                                       | Other assets            |         |              | (2,366  | ) |              |        | 2,468  |   |          |        | (555   | )
|                                                                                         |                                                                                                                       | Other liabilities       |         |              | 49      |   |              |        | (2,800 | ) |          |        | (790   | )
|                                                                                         | Other, net                                                                                                            |                         |         | 315          |         |   |              | 1,011  |        |   |          | 1,040  |       
|                                                                                        
|Net cash (used in) provided by operating activities                                      |                                                                                                                       |                         | (23,100 | )            |         |   | 9,463        |        |        |   | 4,720    |       
|                                                                                        
|Investing activities                                                                     |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|Purchases of available for sale securities                                               |                                                                                                                       |                         | (19,165 | )            |         |   | (12,783      | )      |        |   | (15,529  | )     
|Proceeds from sales of available for sale securities                                     |                                                                                                                       |                         | 5,721   |              |         |   | 3,276        |        |        |   | 7,615    |       
|Proceeds from maturities of available for sale securities                                |                                                                                                                       |                         | 8,887   |              |         |   | 7,250        |        |        |   | 9,413    |       
|Net increase in finance receivables and loans                                            |                                                                                                                       |                         | (96,028 | )            |         |   | (125,183     | )      |        |   | (145,187 | )     
|Proceeds from sales of finance receivables and loans                                     |                                                                                                                       |                         | 125,836 |              |         |   | 108,147      |        |        |   | 107,505  |       
|Purchases of operating lease assets                                                      |                                                                                                                       |                         | (15,496 | )            |         |   | (14,055      | )      |        |   | (10,728  | )     
|Disposals of operating lease assets                                                      |                                                                                                                       |                         | 5,164   |              |         |   | 7,668        |        |        |   | 9,179    |       
|Change in notes receivable from General Motors                                           |                                                                                                                       |                         | 1,053   |              |         |   | (1,635       | )      |        |   | 299      |       
|Purchases of mortgage servicing rights, net                                              |                                                                                                                       |                         | (267    | )            |         |   | (326         | )      |        |   | (513     | )     
|Acquisitions of subsidiaries, net of cash acquired                                       |                                                                                                                       |                         | (2      | )            |         |   | 9            |        |        |   | (144     | )     
|Other, net                                                                               |                                                                                                                       |                         | (1,549  | )            |         |   | 260          |        |        |   | (1,664   | )     
|                                                                                        
|Net cash provided by (used in) investing activities                                      |                                                                                                                       |                         | 14,154  |              |         |   | (27,372      | )      |        |   | (39,754  | )     
|                                                                                        
|Financing activities                                                                     |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|Net change in short-term debt                                                            |                                                                                                                       |                         | (9,970  | )            |         |   | 4,123        |        |        |   | 658      |       
|Proceeds from issuance of long-term debt                                                 |                                                                                                                       |                         | 77,890  |              |         |   | 72,753       |        |        |   | 82,606   |       
|Repayments of long-term debt                                                             |                                                                                                                       |                         | (69,520 | )            |         |   | (57,743      | )      |        |   | (38,944  | )     
|Other financing activities                                                               |                                                                                                                       |                         | 6,168   |              |         |   | 4,723        |        |        |   | 1,319    |       
|Dividends paid                                                                           |                                                                                                                       |                         | (2,500  | )            |         |   | (1,500       | )      |        |   | (1,000   | )     
|                                                                                        
|Net cash provided by financing activities                                                |                                                                                                                       |                         | 2,068   |              |         |   | 22,356       |        |        |   | 44,639   |       
|                                                                                        
|Effect of exchange rate changes on cash and cash equivalents                             |                                                                                                                       |                         | (45     | )            |         |   | 295          |        |        |   | 268      |       
|                                                                                        
|Net (decrease) increase in cash and cash equivalents                                     |                                                                                                                       |                         | (6,923  | )            |         |   | 4,742        |        |        |   | 9,873    |       
|Cash and cash equivalents at beginning of year                                           |                                                                                                                       |                         | 22,718  |              |         |   | 17,976       |        |        |   | 8,103    |       
|                                                                                        
|Cash and cash equivalents at end of year (a)                                             |                                                                                                                       |                         | $15,795 |              |         |   | $22,718      |        |        |   | $17,976  |       
|                                                                                        
|Supplemental disclosures                                                                 |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|Cash paid for:                                                                           |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|                                                                                         | Interest                                                                                                              |                         |         | $13,025      |         |   |              | $8,887 |        |   |          | $6,965 |       
|                                                                                         | Income taxes                                                                                                          |                         |         | 1,339        |         |   |              | 2,003  |        |   |          | 3,479  |       
|Non-cash items:                                                                          |                                                                                                                       |                         |         |              |         |   |              |        |        |   |          |       
|                                                                                         | Finance receivables and loans held for sale (b)                                                                       |                         |         |             |         |   |              | 6,849  |        |   |          | 3,487  |       
|                                                                                         | (Decrease) increase in stockholders equity (c)                                                                       |                         |         | (195         | )       |   |              | 119    |        |   |          |       |       
|                                                                                         | Loans held for sale transferred to finance receivables and loans                                                      |                         |         | 20,084       |         |   |              | 4,332  |        |   |          | 4,546  |       
|                                                                                         | Finance receivables and loans transferred to loans held for sale                                                      |                         |         | 3,904        |         |   |              | 3,506  |        |   |          | 932    |       
|                                                                                         | Finance receivables and loans transferred to other assets                                                             |                         |         | 1,017        |         |   |              | 388    |        |   |          | 327    |       
|                                                                                         | Transfer of investment securities classified as trading to
    investment securities classified as available for sale |                         |         | 257          |         |   |              | 561    |        |   |          | 7      |       
|                                                                                         | Various assets and liabilities acquired through consolidation of
    variable interest entities                       |                         |         | 325          |         |   |              |       |        |   |          |       |       
|                                                                                         | Increase in other assets and liabilities relating to syndication
    activities                                       |                         |         |             |         |   |              |       |        |   |          | 259    |       
|                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | 2005 includes $371 of cash and cash equivalents classified as
    reporting segment held for sale (refer to Note 1 to our
    Consolidated Financial Statements).                                                                                                                                                                  
|(b) | Represents the consolidation of certain assets related to an
    accounting change under SFAS 140 in 2004 (refer to
    Note 1 to our Consolidated Financial Statements) and the
    adoption of FIN 46 in 2003; there was a corresponding
    increase in secured debt.                                                           
|(c) | For 2005 represents the repurchase of operating lease assets and
    related deferred tax liabilities from GM. For 2004 represents
    the consolidation of Banco GM under FIN 46R beginning
    January 1, 2004; in the fourth quarter, we purchased Banco
    GM (refer to Note 19 to our Consolidated Financial
    Statements).
|(d) | Includes origination of mortgage servicing rights of $1,272,
    $1,228 and $2,044 for 2005, 2004 and 2003, respectively.                                                                                                                                                                                                          



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| |   |  |  |                                    
| | - |  |  | -----------------------------------
| | 1 |  |  | Significant Accounting
    Policies



Consolidation and Basis of Presentation






Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities




|                                                                                          |  |      |        | 
|----------------------------------------------------------------------------------------- |  | ---- | ------ | 
|December 31, 2005 ($ in millions)                                                         |  | 2005 |       
|                                                                                          | 
|Assets                                                                                    |  |      |        | 
|Cash and cash equivalents                                                                 |  |      | $371   | 
|Investment Securities                                                                     |  |      | 2,295  | 
|Loans held for sale                                                                       |  |      | 9,019  | 
|Finance receivables and loans, net of unearned income and
    allowance for credit losses |  |      | 2,990  | 
|Mortgage servicing rights, net                                                            |  |      | 632    | 
|Other assets                                                                              |  |      | 3,723  | 
|                                                                                         
|Total assets of reporting segment held for sale                                           |  | $    | 19,030 | 
|                                                                                         
|Liabilities                                                                               |  |      |        | 
|Unsecured debt                                                                            |  |      | $794   | 
|Secured debt                                                                              |  |      | 3,519  | 
|                                                                                         
|Total debt                                                                                |  |      | 4,313  | 
|Accrued expenses and other liabilities                                                    |  |      | 6,628  | 
|                                                                                         
|Total liabilities of reporting segment held for sale                                      |  | $    | 10,941 | 
|                                                                                         

Restatement of Cash Flow Information


10-K, Statement of Cash Flows  Exemption of Certain
Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale




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|                                          |                        |      |  |         |      |  |   |         |  
|----------------------------------------- | ---------------------- | ---- |  | ------- | ---- |  | - | ------- | -
|Years ended December 31,                  |                        |      |  |        
|($ in millions)                           |                        | 2004 |  |         | 2003 | 
|                                          |                       
|Net cash provided by operating activities |                        |      |  |         |      |  |   |        
|                                          | As previously reported |      |  | $13,258 |      |  | $ | 11,497  |  
|                                          | As restated            |      |  | 9,463   |      |  |   | 4,720   |  
|Net cash used in investing activities     |                        |      |  |         |      |  |   |        
|                                          | As previously reported |      |  | (31,167 | )    |  |   | (46,531 | )
|                                          | As restated            |      |  | (27,372 | )    |  |   | (39,754 | )
|Net cash provided by financing activities |                        |      |  |         |      |  |   |        
|                                          | As previously reported |      |  | 22,356  |      |  |   | 44,639  |  
|                                          | As restated            |      |  | 22,356  |      |  |   | 44,639  |  
|                                         

Use of Estimates and Assumptions




Cash and Cash Equivalents




Investment Securities




Loans Held for Sale


Accounting for
Derivative Instruments and Hedging Activities,


Finance Receivables and Loans




Acquired Loans




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03-3 Accounting for
Certain Loans or Debt Securities Acquired in a Transfer 03-3).


Accounting by Creditors for Impairment of a Loan


Nonaccrual loans




Impaired loans




Allowance for Credit Losses






Securitizations and Other Off-balance Sheet Transactions






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Accounting for Certain
Mortgage Banking Activities Accounting for
Certain Investments in Debt and Equity Securities Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets 99-20),




Investment in Operating Leases




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Mortgage Servicing Rights










Reinsurance




Repossessed and Foreclosed Assets




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Goodwill and Other Intangibles


Goodwill and Other Intangible Assets




Impairment of Long Lived Assets




Premises and Equipment




Deferred Policy Acquisition Costs




Unearned Insurance Premiums and Service Revenue




Reserves for Insurance Losses and Loss Adjustment Expenses




Derivative Instruments and Hedging Activities


Accounting for Derivative Instruments and
Hedging Activities,


79



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Loan Commitments


Application of Accounting
Principles to Loan Commitments




Income Taxes




Recently Issued Accounting Standards


FASB Interpretation No. 46R Consolidation of Variable Interest Entities


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).


80



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05-1 05-1 05-01 05-1


Statement of Financial Accounting Standards
No. 154 Accounting Changes and
Error Corrections


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


Statement of Financial Accounting Standards
No. 156 Accounting for Servicing
of Financial Assets


Emerging Issues Task Force No. 04-5 04-5, Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights 04-5). 04-5 04-5 04-5 04-5.


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FASB Staff Position (FSP) Nos.
FAS 115-1 and
FAS 124-1 115-1 124-1 03-1 The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments 03-1),


| |   |  |  |                                                  
| | - |  |  | -------------------------------------------------
|
| | 2 |  |  | Insurance Premiums and Service Revenue
    Earned



|                                        |         |         |        |        |        |  |        |         |   |  |        |        |   |         |        |        |        |  |        |        |   |  |        |        |  
|--------------------------------------- | ------- | ------- | ------ | ------ | ------ |  | ------ | ------- | - |  | ------ | ------ | - | ------- | ------ | ------ | ------ |  | ------ | ------ | - |  | ------ | ------ | -
|                                        |         | 2005    |        |        | 2004   |  |        | 2003    |  
|                                        |         |         |        |        |        |  |        |         |  
|Year ended December 31, ($ in millions) |         | Written |        |        | Earned |  |        | Written |   |  | Earned |        |   | Written |        |        | Earned | 
|                                        |        
|Insurance premiums                      |         |         |        |        |        |  |        |         |   |  |        |        |   |         |        |        |        |  |        |        |   |  |        |       
|                                        | Direct  |         |        | $2,493 |        |  |        | $2,644  |   |  |        | $2,400 |   |         |        | $2,604 |        |  |        | $2,295 |   |  |        | $2,511 |  
|                                        | Assumed |         |        | 634    |        |  |        | 595     |   |  |        | 611    |   |         |        | 630    |        |  |        | 607    |   |  |        | 577    |  
|                                       
|Gross insurance premiums                |         |         | 3,127  |        |        |  | 3,239  |         |   |  | 3,011  |        |   |         | 3,234  |        |        |  | 2,902  |        |   |  | 3,088  |       
|                                        | Ceded   |         |        | (401   | )      |  |        | (387    | ) |  |        | (348   | ) |         |        | (347   | )      |  |        | (406   | ) |  |        | (379   | )
|                                       
|Net insurance premiums                  |         |         | 2,726  |        |        |  | 2,852  |         |   |  | 2,663  |        |   |         | 2,887  |        |        |  | 2,496  |        |   |  | 2,709  |       
|Service revenue                         |         |         | 1,345  |        |        |  | 910    |         |   |  | 1,319  |        |   |         | 641    |        |        |  | 1,336  |        |   |  | 469    |       
|                                       
|Insurance premiums and service revenue  |         |         | $4,071 |        |        |  | $3,762 |         |   |  | $3,982 |        |   |         | $3,528 |        |        |  | $3,832 |        |   |  | $3,178 |       
|                                       

Accounting and Reporting by Insurance
Enterprises 99-19, Recording
Revenue Gross as a Principal versus Net as an Agent 99-19).




| |   |  |  |                        
| | - |  |  | -----------------------
|
| | 3 |  |  | Mortgage Banking Income



|                                                             |  |      |        |   |      |  |        |      |  |  |        |  
|------------------------------------------------------------ |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Year ended December 31,                                      |  |      |        |   |      | 
|($ in millions)                                              |  | 2005 |        |   | 2004 |  |        | 2003 | 
|                                                             | 
|Mortgage servicing fees                                      |  |      | $1,608 |   |      |  | $1,488 |      |  |  | $1,402 |  
|Amortization and impairment of mortgage servicing rights (a) |  |      | (869   | ) |      |  | (1,112 | )    |  |  | (2,048 | )
|Net gains on derivatives related to MSRs (b)                 |  |      | 61     |   |      |  | 243    |      |  |  | 507    |  
|                                                            
|Net loan servicing income (loss)                             |  |      | 800    |   |      |  | 619    |      |  |  | (139   | )
|Gains from sales of loans                                    |  |      | 1,201  |   |      |  | 788    |      |  |  | 2,155  |  
|Mortgage processing fees                                     |  |      | 202    |   |      |  | 143    |      |  |  | 285    |  
|Other                                                        |  |      | 259    |   |      |  | 375    |      |  |  | 283    |  
|                                                            
|Mortgage banking income (c)                                  |  |      | $2,462 |   |      |  | $1,925 |      |  |  | $2,584 |  
|                                                            

|    |                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes additions to the valuation allowance representing
    impairment considered to be temporary.                                                                                                          
|(b) | Includes SFAS 133 hedge ineffectiveness, amounts excluded
    from the hedge effectiveness calculation and the change in value
    of derivative financial instruments not qualifying for hedge
    accounting.
|(c) | Excludes net gains realized upon the sale of investment
    securities used to manage risk associated with mortgage
    servicing rights which are reflected as a component of
    investment income.          

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| |   |  |  |             
| | - |  |  | ------------
|
| | 4 |  |  | Other Income



|                                                      |                          |                                                |        |   |      |   |        |      |      |  |        |   |      | 
|----------------------------------------------------- | ------------------------ | ---------------------------------------------- | ------ | - | ---- | - | ------ | ---- | ---- |  | ------ | - | ---- | 
|Year ended December 31,                               |                          |                                                |        |   |      |  
|($ in millions)                                       |                          | 2005                                           |        |   | 2004 |   |        | 2003 |     
|                                                      |                         
|Automotive receivable securitizations and sales:      |                          |                                                |        |   |      |   |        |      |      |  |        |  
|                                                      | Gains (losses) on sales: |                                                |        |   |      |   |        |      |      |  |        |   |     
|                                                      |                          | Wholesale securitizations                      |        |   | $543 |   |        |      | $497 |  |        |   | $488 | 
|                                                      |                          | Retail automotive portfolio sales transactions |        |   | (86  | ) |        |      | 53   |  |        |   | 51   | 
|                                                      |                          | Retail automotive securitizations              |        |   | (2   | ) |        |      | 9    |  |        |   | 37   | 
|Interest on cash reserves deposits                    |                          |                                                | 102    |   |      |   | 60     |      |      |  | 45     |  
|Service fees                                          |                          |                                                | 122    |   |      |   | 59     |      |      |  | 40     |  
|Other                                                 |                          |                                                | 72     |   |      |   | 83     |      |      |  | 99     |  
|                                                     
|Total automotive receivable securitizations and sales |                          |                                                | 751    |   |      |   | 761    |      |      |  | 760    |  
|Real estate services                                  |                          |                                                | 712    |   |      |   | 464    |      |      |  | 410    |  
|Interest and service fees on transactions with GM (a) |                          |                                                | 568    |   |      |   | 370    |      |      |  | 384    |  
|Interest on cash equivalents                          |                          |                                                | 480    |   |      |   | 244    |      |      |  | 143    |  
|Other interest revenue                                |                          |                                                | 450    |   |      |   | 297    |      |      |  | 298    |  
|Full service leasing fees                             |                          |                                                | 170    |   |      |   | 153    |      |      |  | 137    |  
|Late charges and other administrative fees            |                          |                                                | 164    |   |      |   | 164    |      |      |  | 111    |  
|Insurance service fees                                |                          |                                                | 111    |   |      |   | 136    |      |      |  | 119    |  
|Factoring commissions                                 |                          |                                                | 74     |   |      |   | 77     |      |      |  | 77     |  
|Specialty lending fees                                |                          |                                                | 59     |   |      |   | 60     |      |      |  | 62     |  
|Fair value adjustment on certain derivatives (b)      |                          |                                                | (36    | ) |      |   | (26    | )    |      |  | (103   | )
|Other                                                 |                          |                                                | 965    |   |      |   | 816    |      |      |  | 731    |  
|                                                     
|Total other income                                    |                          |                                                | $4,468 |   |      |   | $3,516 |      |      |  | $3,129 |  
|                                                     

|    |                                                                                                                                           | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Refer to Note 19 to our Consolidated Financial Statements
    for a description of interest and service fees on transactions
    with GM. | 

|    |                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------
|(b) | Refer to Note 16 to our Consolidated Financial Statements
    for a description of our derivative activities.

| |   |  |  |                         
| | - |  |  | ------------------------
|
| | 5 |  |  | Other Operating Expenses



|                                               |  |      |        |   |      |  |        |      |  |  |        |  
|---------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Year ended December 31, ($ in millions)        |  | 2005 |        |   | 2004 |  |        | 2003 | 
|                                               | 
|Insurance commissions expense                  |  |      | $901   |   |      |  | $928   |      |  |  | $830   |  
|Technology and communications expense          |  |      | 591    |   |      |  | 569    |      |  |  | 508    |  
|Professional services                          |  |      | 452    |   |      |  | 474    |      |  |  | 361    |  
|Advertising and marketing                      |  |      | 359    |   |      |  | 537    |      |  |  | 261    |  
|Premises and equipment depreciation            |  |      | 288    |   |      |  | 294    |      |  |  | 279    |  
|Rent and storage                               |  |      | 272    |   |      |  | 253    |      |  |  | 223    |  
|Full service leasing vehicle maintenance costs |  |      | 236    |   |      |  | 215    |      |  |  | 171    |  
|Lease and loan administration                  |  |      | 196    |   |      |  | 175    |      |  |  | 273    |  
|Auto remarketing and repossession expenses     |  |      | 187    |   |      |  | 136    |      |  |  | 239    |  
|Amortization of intangible assets              |  |      | 23     |   |      |  | 11     |      |  |  | 11     |  
|Operating lease disposal gain                  |  |      | (304   | ) |      |  | (192   | )    |  |  | (43    | )
|Other                                          |  |      | 933    |   |      |  | 805    |      |  |  | 952    |  
|                                              
|Total other operating expenses                 |  |      | $4,134 |   |      |  | $4,205 |      |  |  | $4,065 |  
|                                              

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| |   |  |  |                      
| | - |  |  | ---------------------
|
| | 6 |  |  | Investment Securities



|                                      |                                         |             |        |            |       |  |      |        |   |  |            |       |    |          |        |         |       |  |       |         |     |  |       |      |   |  |     |      |    |   |       |         |     | 
|------------------------------------- | --------------------------------------- | ----------- | ------ | ---------- | ----- |  | ---- | ------ | - |  | ---------- | ----- | -- | -------- | ------ | ------- | ----- |  | ----- | ------- | --- |  | ----- | ---- | - |  | --- | ---- | -- | - | ----- | ------- | --- | 
|                                      |                                         | 2005        |        |            | 2004  | 
|                                      |                                         |             |        |            |       | 
|                                      |                                         |             |        | Gross      |       |  |      |        |   |  | Gross      |       |    |         
|                                      |                                         |             |        | unrealized |       |  |      |        |   |  | unrealized |       |    |         
|                                      |                                         |             |        |            |       |  | Fair |        |   |  |            |       |    |          | Fair   |        
|December 31, ($ in millions)          |                                         | Cost (a)    |        |            | gains |  |      | losses |   |  | value      |       |    | Cost (a) |        |         | gains |  |       | losses  |     |  | value |     
|                                      |                                        
|Available for sale securities         |                                         |             |        |            |       |  |      |        |   |  |            |       |    |          |        |         |       |  |       |         |     |  |       |      |   |  |     |      |    |   |       |        
|Debt securities                       |                                         |             |        |            |       |  |      |        |   |  |            |       |    |          |        |         |       |  |       |         |     |  |       |      |   |  |     |      |    |   |       |        
|                                      | U.S. Treasury and federal agencies      |             |        | $2,945     |       |  |      | $5     |   |  |            | ($46  | )  |          |        | $2,904  |       |  |       | $2,198  |     |  |       | $18  |   |  |     | ($8  | )  |   |       | $2,208  |    
|                                      | States and political subdivisions       |             |        | 863        |       |  |      | 27     |   |  |            | (1    | )  |          |        | 889     |       |  |       | 556     |     |  |       | 40   |   |  |     |     |    |   |       | 596     |    
|                                      | Foreign government securities           |             |        | 844        |       |  |      | 11     |   |  |            | (2    | )  |          |        | 853     |       |  |       | 792     |     |  |       | 14   |   |  |     | (1   | )  |   |       | 805     |    
|                                      | Mortgage-backed securities:             |             |        |            |       |  |      |        |   |  |            |       |    |          |        |         |       |  |       |         |     |  |       |      |   |  |     |      |    |   |       |         |    
|                                      |                                         | Residential |        |            | 119   |  |      |        |  |  |            |       | (2 | )        |        |         | 117   |  |       |         | 103 |  |       |      | 5 |  |     |      | (5 | ) |       |         | 103 | 
|                                      |                                         | Commercial  |        |            | 19    |  |      |        |  |  |            |       |   |          |        |         | 19    |  |       |         | 973 |  |       |      | 9 |  |     |      | (3 | ) |       |         | 979 | 
|                                      | Asset-backed securities                 |             |        | 956        |       |  |      |       |   |  |            |      |    |          |        | 956     |       |  |       | 506     |     |  |       | 3    |   |  |     |     |    |   |       | 509     |    
|                                      | Interest-only strips                    |             |        | 122        |       |  |      | 29     |   |  |            | (3    | )  |          |        | 148     |       |  |       | 252     |     |  |       | 80   |   |  |     | (3   | )  |   |       | 329     |    
|                                      | Principal-only strips                   |             |        |           |       |  |      |       |   |  |            |      |    |          |        |        |       |  |       | 1       |     |  |       |     |   |  |     |     |    |   |       | 1       |    
|                                      | Collateralized debt obligations         |             |        |           |       |  |      |       |   |  |            |      |    |          |        |        |       |  |       | 153     |     |  |       |     |   |  |     |     |    |   |       | 153     |    
|                                      | Corporate debt securities               |             |        | 5,124      |       |  |      | 27     |   |  |            | (30   | )  |          |        | 5,121   |       |  |       | 2,117   |     |  |       | 65   |   |  |     | (5   | )  |   |       | 2,177   |    
|                                      | Other                                   |             |        | 909        |       |  |      | 16     |   |  |            | (5    | )  |          |        | 920     |       |  |       | 1,160   |     |  |       | 32   |   |  |     | (2   | )  |   |       | 1,190   |    
|                                     
|Total debt securities (b)             |                                         |             | 11,901 |            |       |  | 115  |        |   |  | (89        | )     |    |          | 11,927 |         |       |  | 8,811 |         |     |  | 266   |      |   |  | (27 | )    |    |   | 9,050 |        
|Equity securities                     |                                         |             | 1,510  |            |       |  | 874  |        |   |  | (17        | )     |    |          | 2,367  |         |       |  | 1,505 |         |     |  | 731   |      |   |  | (6  | )    |    |   | 2,230 |        
|                                     
|                                      | Total available for sale securities (c) |             |        | $13,411    |       |  |      | $989   |   |  |            | ($106 | )  |          |        | $14,294 |       |  |       | $10,316 |     |  |       | $997 |   |  |     | ($33 | )  |   |       | $11,280 |    
|                                     
|Held to maturity securities           |                                         |             |        |            |       |  |      |        |   |  |            |       |    |          |        |         |       |  |       |         |     |  |       |      |   |  |     |      |    |   |       |        
|Total held to maturity securities (c) |                                         |             | $16    |            |       |  | $   |        |   |  | $         |       |    |          | $16    |         |       |  | $135  |         |     |  | $4    |      |   |  | ($1 | )    |    |   | $138  |        
|                                     

|    |                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Net of $16 and $17 of losses in value determined to be other
    than temporary for the years ended December 31, 2005
    and 2004, respectively.                                                                                                                                                                                                                          
|(b) | In connection with certain borrowings and letters of credit
    relating to certain assumed reinsurance contracts $1,098 and
    $1,242 of primarily U.S. Treasury securities were pledged
    as collateral as of December 31, 2005 and 2004,
    respectively.                                                                                                           
|(c) | At December 31, 2005, $1,536 of investment securities
    classified as available for sale and $76 of investment
    securities classified as held to maturity at GMAC Commercial
    Mortgage were transferred to reporting segment held for sale in
    our Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.



|                             |                             |             |        |       |        |  |        |     |        | 
|---------------------------- | --------------------------- | ----------- | ------ | ----- | ------ |  | ------ | --- | ------ | 
|December 31, ($ in millions) |                             | 2005        |        |       | 2004   | 
|                             |                            
|Trading securities           |                             |             |        |       |        |  |        |    
|Fair value                   |                             |             |        |       |        |  |        |    
|                             | Mortgage-backed securities: |             |        |       |        |  |        |     |       
|                             |                             | Residential |        |       | $1,042 |  |        |     | $1,141 | 
|                             |                             | Commercial  |        |       |       |  |        |     | 366    | 
|                             | Mortgage residual interests |             |        | 764   |        |  |        | 780 |       
|                             | Interest-only strips        |             |        | 265   |        |  |        | 448 |       
|                             | Principal-only strips       |             |        | 651   |        |  |        | 201 |       
|                             | Corporate debt securities   |             |        |      |        |  |        | 249 |       
|                             | Debt and other              |             |        | 1,175 |        |  |        | 360 |       
|                            
|Total trading securities (a) |                             |             | $3,897 |       |        |  | $3,545 |    
|                            
|Net unrealized gains (b)     |                             |             | $131   |       |        |  | $35    |    
|Pledged as collateral        |                             |             | $2,697 |       |        |  | $2,910 |    
|                            

|    |                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005, $683 of investment securities
    classified as trading securities at GMAC Commercial Mortgage
    were transferred to reporting segment held for sale in our
    Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.
|(b) | Unrealized gains and losses are included in investment income on
    a current period basis. Net unrealized losses totaled $341 at
    December 31, 2003.                                                                                                                                            

84



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|                                                                  |  |           |         |      |          |  |         |      |      |  |       |  |  |  |     | 
|----------------------------------------------------------------- |  | --------- | ------- | ---- | -------- |  | ------- | ---- | ---- |  | ----- |  |  |  | --- | 
|                                                                  |  | Available |         |      | Held to  | 
|                                                                  |  | for sale  |         |      | maturity | 
|                                                                  |  |           |         |      |          | 
|December 31, 2005                                                 |  |           |         | Fair |          |  |         |      | Fair | 
|($ in millions)                                                   |  | Cost      |         |      | value    |  |         | Cost |      |  | value | 
|                                                                  | 
|Due in one year or less                                           |  |           | $1,718  |      |          |  | $1,718  |      |      |  | $11   |  |  |  | $11 | 
|Due after one year through five years                             |  |           | 6,000   |      |          |  | 5,975   |      |      |  | 5     |  |  |  | 5   | 
|Due after five years through ten years                            |  |           | 1,983   |      |          |  | 1,991   |      |      |  |      |  |  |  |    | 
|Due after ten years                                               |  |           | 972     |      |          |  | 987     |      |      |  |      |  |  |  |    | 
|Mortgage-backed securities and interests in securitization trusts |  |           | 1,228   |      |          |  | 1,256   |      |      |  |      |  |  |  |    | 
|                                                                 
|Total securities                                                  |  |           | $11,901 |      |          |  | $11,927 |      |      |  | $16   |  |  |  | $16 | 
|                                                                 



|                        |  |      |      |   |      |  |      |      |  |  |      |  
|----------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|Year ended December 31, |  |      |      |   |      | 
|($ in millions)         |  | 2005 |      |   | 2004 |  |      | 2003 | 
|                        | 
|Gross realized gains    |  |      | $186 |   |      |  | $138 |      |  |  | $270 |  
|Gross realized losses   |  |      | (66  | ) |      |  | (49  | )    |  |  | (202 | )
|                       
|Net realized gains      |  |      | $120 |   |      |  | $89  |      |  |  | $68  |  
|                       



|                                        |                                    |                     |       |            |                     |   |    |                     |            |   |                     |     |    |            |    |    |      |   |            |            |     |   |      |   |   |   |    |   |    |   |   |   |   | 
|--------------------------------------- | ---------------------------------- | ------------------- | ----- | ---------- | ------------------- | - | -- | ------------------- | ---------- | - | ------------------- | --- | -- | ---------- | -- | -- | ---- | - | ---------- | ---------- | --- | - | ---- | - | - | - | -- | - | -- | - | - | - | - | 
|                                        |                                    | 2005                |       |            | 2004                |  
|                                        |                                    |                     |       |            |                     |  
|                                        |                                    | Less than 12 months |       |            | 12 months or longer |   |    | Less than 12 months |            |   | 12 months or longer |    
|                                        |                                    |                     |       |            |                     |   |    |                     |            |   |                     |    
|Year ended December 31,                 |                                    |                     |       | Unrealized |                     |   |    |                     | Unrealized |   |                     |     |    | Unrealized |    |    |      |   | Unrealized |           
|($ in millions)                         |                                    | Fair Value          |       |            | Loss                |   |    | Fair Value          |            |   | Loss                |     |    | Fair Value |    |    | Loss |   |            | Fair Value |     |   | Loss |  
|                                        |                                   
|Available for sale securities:          |                                    |                     |       |            |                     |   |    |                     |            |   |                     |     |    |            |    |    |      |   |            |            |     |   |      |   |   |   |    |   |    |   |   |  
|Debt securities                         |                                    |                     |       |            |                     |   |    |                     |            |   |                     |     |    |            |    |    |      |   |            |            |     |   |      |   |   |   |    |   |    |   |   |  
|                                        | U.S. Treasury and federal agencies |                     | $     | 1,590      |                     |   | $  | 32                  |            |   | $                   | 520 |    |            | $  | 15 |      |   | $          | 971        |     |   | $    | 8 |   |   | $  |  |    |   | $ |  |  
|                                        | States and political subdivision   |                     |       | 79         |                     |   |    | 1                   |            |   |                     |    |    |            |    |   |      |   |            |           |     |   |      |  |   |   |    |  |    |   |   |  |  
|                                        | Foreign government securities      |                     |       | 179        |                     |   |    | 1                   |            |   |                     |    |    |            |    |   |      |   |            | 208        |     |   |      | 1 |   |   |    |  |    |   |   |  |  
|                                        | Mortgage-backed securities:        |                     |       |            |                     |   |    |                     |            |   |                     |     |    |            |    |    |      |   |            |            |     |   |      |   |   |   |    |   |    |   |   |   |  
|                                        |                                    | Residential         |       |            | 36                  |   |    |                     | 1          |   |                     |     | 76 |            |    |    | 2    |   |            |            | 67  |   |      |   | 5 |   |    |   |   |   |   |   |  | 
|                                        |                                    | Commercial          |       |            |                    |   |    |                     |           |   |                     |     |   |            |    |    |     |   |            |            | 343 |   |      |   | 2 |   |    |   | 14 |   |   |   | 1 | 
|                                        | Asset-backed securities            |                     |       |           |                     |   |    |                    |            |   |                     |    |    |            |    |   |      |   |            |           |     |   |      |  |   |   |    |  |    |   |   |  |  
|                                        | Interest-only strips               |                     |       | 81         |                     |   |    | 3                   |            |   |                     |    |    |            |    |   |      |   |            | 27         |     |   |      | 3 |   |   |    |  |    |   |   |  |  
|                                        | Principal-only strips              |                     |       |           |                     |   |    |                    |            |   |                     |    |    |            |    |   |      |   |            |           |     |   |      |  |   |   |    |  |    |   |   |  |  
|                                        | CDO related securities             |                     |       |           |                     |   |    |                    |            |   |                     |    |    |            |    |   |      |   |            |           |     |   |      |  |   |   |    |  |    |   |   |  |  
|                                        | Corporate debt securities          |                     |       | 1,865      |                     |   |    | 20                  |            |   |                     | 331 |    |            |    | 10 |      |   |            | 547        |     |   |      | 5 |   |   |    |  |    |   |   |  |  
|                                        | Other debt securities              |                     |       | 175        |                     |   |    | 3                   |            |   |                     | 21  |    |            |    | 1  |      |   |            | 35         |     |   |      | 2 |   |   |    |  |    |   |   |  |  
|                                       
|Total temporarily impaired securities   |                                    |                     | 4,005 |            |                     |   | 61 |                     |            |   | 948                 |     |    |            | 28 |    |      |   | 2,198      |            |     |   | 26   |   |   |   | 14 |   |    |   | 1 |  
|Equity securities available for sale    |                                    |                     | 137   |            |                     |   | 15 |                     |            |   | 19                  |     |    |            | 2  |    |      |   | 88         |            |     |   | 6    |   |   |   |   |   |    |   |  |  
|                                       
|Total available for sale securities (a) |                                    | $                   | 4,142 |            |                     | $ | 76 |                     |            | $ | 967                 |     |    | $          | 30 |    |      | $ | 2,286      |            |     | $ | 32   |   |   | $ | 14 |   |    | $ | 1 |  
|Held-to-maturity securities             |                                    |                     |       |            |                     |   |    |                     |            |   |                     |     |    |            |    |    |      |   |            |            |     |   |      |   |   |   |    |   |    |   |   |  
|Total held-to-maturity securities (a)   |                                    | $                   |      |            |                     | $ |   |                     |            | $ |                    |     |    | $          |   |    |      | $ | 15         |            |     | $ | 1    |   |   | $ |   |   |    | $ |  |  
|                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | GMAC Commercial Mortgage investments that were in an unrealized
    loss position had a fair value of $558 and gross unrealized
    losses of $15 as of December 31, 2005. Assets that were in
    an unrealized loss position for less than twelve months had a
    fair value of $391 and gross unrealized losses of $11. GMAC
    Commercial Mortgages investment securities have been
    transferred to reporting segment held for sale in our
    Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.



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| |   |  |  |                              
| | - |  |  | -----------------------------
|
| | 7 |  |  | Finance Receivables and Loans



|                                            |                           |                                  |          |         |         |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |        | 
|------------------------------------------- | ------------------------- | -------------------------------- | -------- | ------- | ------- |  | ------- | ------- | ----- |  | -------- | ------- | ------ | ------- | -------- | ------- | ------ |  | ------- | ------- | ----- |  | -------- | ------- | ------ | 
|                                            |                           | 2005                             |          |         | 2004    | 
|                                            |                           |                                  |          |         |         | 
|December 31, ($ in millions)                |                           | Domestic                         |          |         | Foreign |  |         | Total   |       |  | Domestic |         |        | Foreign |          |         | Total  | 
|                                            |                          
|Consumer                                    |                           |                                  |          |         |         |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Retail automotive         |                                  |          | $53,789 |         |  |         | $17,663 |       |  |          | $71,452 |        |         |          | $73,911 |        |  |         | $18,829 |       |  |          | $92,740 |       
|                                            | Residential mortgages     |                                  |          | 65,040  |         |  |         | 3,919   |       |  |          | 68,959  |        |         |          | 54,643  |        |  |         | 3,066   |       |  |          | 57,709  |       
|                                           
|Total consumer                              |                           |                                  | 118,829  |         |         |  | 21,582  |         |       |  | 140,411  |         |        |         | 128,554  |         |        |  | 21,895  |         |       |  | 150,449  |        
|Commercial                                  |                           |                                  |          |         |         |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Automotive                |                                  |          |         |         |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |       
|                                            |                           | Wholesale                        |          |         | 13,202  |  |         |         | 7,372 |  |          |         | 20,574 |         |          |         | 19,154 |  |         |         | 8,752 |  |          |         | 27,906 | 
|                                            |                           | Leasing and lease financing      |          |         | 461     |  |         |         | 767   |  |          |         | 1,228  |         |          |         | 466    |  |         |         | 1,000 |  |          |         | 1,466  | 
|                                            |                           | Term loans to dealers and others |          |         | 2,397   |  |         |         | 719   |  |          |         | 3,116  |         |          |         | 2,890  |  |         |         | 787   |  |          |         | 3,677  | 
|                                            | Commercial and industrial |                                  |          | 14,908  |         |  |         | 2,028   |       |  |          | 16,936  |        |         |          | 12,019  |        |  |         | 2,184   |       |  |          | 14,203  |       
|                                            | Real estate construction  |                                  |          | 2,558   |         |  |         | 119     |       |  |          | 2,677   |        |         |          | 2,658   |        |  |         | 152     |       |  |          | 2,810   |       
|                                            | Commercial mortgages (a)  |                                  |          | 43      |         |  |         |        |       |  |          | 43      |        |         |          | 2,024   |        |  |         | 1,124   |       |  |          | 3,148   |       
|                                           
|Total commercial                            |                           |                                  | 33,569   |         |         |  | 11,005  |         |       |  | 44,574   |         |        |         | 39,211   |         |        |  | 13,999  |         |       |  | 53,210   |        
|                                           
|Total finance receivables and loans (b) (c) |                           |                                  | $152,398 |         |         |  | $32,587 |         |       |  | $184,985 |         |        |         | $167,765 |         |        |  | $35,894 |         |       |  | $203,659 |        
|                                           

|    |                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005, $3,018 ($2,069 domestic and $949
    foreign) in GMAC Commercial Mortgages finance receivables
    and loans were transferred to reporting segment held for sale in
    our Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.        
|(b) | Net of unearned income of $5,868 and $7,562 at
    December 31, 2005 and 2004, respectively.                                                                                                                                                                                                                            
|(c) | The aggregate amount of finance receivables and loans maturing
    in the next five years is as follows: $62,363 in 2006; $23,309
    in 2007; $16,879 in 2008; $10,589 in 2009; $6,547 in 2010 and
    $71,166 in 2011 and thereafter. Prepayments may cause actual
    maturities to differ from scheduled maturities.

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|                               |                                                  |          |        |        |            |   |      |       |     |   |          |        |        |            |        |        |        |   |      |          |     |   |            |        |        |       |        |        |        |   |      |      |      |   |        |        |        |  
|------------------------------ | ------------------------------------------------ | -------- | ------ | ------ | ---------- | - | ---- | ----- | --- | - | -------- | ------ | ------ | ---------- | ------ | ------ | ------ | - | ---- | -------- | --- | - | ---------- | ------ | ------ | ----- | ------ | ------ | ------ | - | ---- | ---- | ---- | - | ------ | ------ | ------ | -
|                               |                                                  | 2005     |        |        | 2004       |   |      | 2003  |    
|Year ended December 31,        |                                                  |          |        |        |            |   |      |       |    
|($ in millions)                |                                                  | Consumer |        |        | Commercial |   |      | Total |     |   | Consumer |        |        | Commercial |        |        | Total  |   |      | Consumer |     |   | Commercial |        |        | Total |       
|                               |                                                 
|Allowance at beginning of year |                                                  |          | $2,951 |        |            |   | $471 |       |     |   | $3,422   |        |        |            | $2,533 |        |        |   | $509 |          |     |   | $3,042     |        |        |       | $2,347 |        |        |   | $644 |      |      |   | $2,991 |       
|                               | Provision for credit losses (a)                  |          |        | 1,017  |            |   |      | 68    |     |   |          | 1,085  |        |            |        | 1,935  |        |   |      | 18       |     |   |            | 1,953  |        |       |        | 1,643  |        |   |      | 78   |      |   |        | 1,721  |       
|                               | Charge-offs                                      |          |        |        |            |   |      |       |     |   |          |        |        |            |        |        |        |   |      |          |     |   |            |        |        |       |        |        |        |   |      |      |      |   |        |        |       
|                               |                                                  | Domestic |        |        | (1,302     | ) |      |       | (45 | ) |          |        | (1,347 | )          |        |        | (1,469 | ) |      |          | (96 | ) |            |        | (1,565 | )     |        |        | (1,246 | ) |      |      | (199 | ) |        |        | (1,445 | )
|                               |                                                  | Foreign  |        |        | (194       | ) |      |       | (26 | ) |          |        | (220   | )          |        |        | (269   | ) |      |          | (7  | ) |            |        | (276   | )     |        |        | (278   | ) |      |      | (25  | ) |        |        | (303   | )
|                              
|                               | Total charge-offs                                |          |        | (1,496 | )          |   |      | (71   | )   |   |          | (1,567 | )      |            |        | (1,738 | )      |   |      | (103     | )   |   |            | (1,841 | )      |       |        | (1,524 | )      |   |      | (224 | )    |   |        | (1,748 | )     
|                              
|                               | Recoveries                                       |          |        |        |            |   |      |       |     |   |          |        |        |            |        |        |        |   |      |          |     |   |            |        |        |       |        |        |        |   |      |      |      |   |        |        |       
|                               |                                                  | Domestic |        |        | 168        |   |      |       | 9   |   |          |        | 177    |            |        |        | 112    |   |      |          | 10  |   |            |        | 122    |       |        |        | 108    |   |      |      | 21   |   |        |        | 129    |  
|                               |                                                  | Foreign  |        |        | 48         |   |      |       | 4   |   |          |        | 52     |            |        |        | 81     |   |      |          | 3   |   |            |        | 84     |       |        |        | 32     |   |      |      | 7    |   |        |        | 39     |  
|                              
|                               | Total recoveries                                 |          |        | 216    |            |   |      | 13    |     |   |          | 229    |        |            |        | 193    |        |   |      | 13       |     |   |            | 206    |        |       |        | 140    |        |   |      | 28   |      |   |        | 168    |       
|                              
|                               | Net charge-offs                                  |          |        | (1,280 | )          |   |      | (58   | )   |   |          | (1,338 | )      |            |        | (1,545 | )      |   |      | (90      | )   |   |            | (1,635 | )      |       |        | (1,384 | )      |   |      | (196 | )    |   |        | (1,580 | )     
|                               | Transfers to reporting segment held for sale (b) |          |        |       |            |   |      | (28   | )   |   |          | (28    | )      |            |        |       |        |   |      |         |     |   |            |       |        |       |        |       |        |   |      |     |      |   |        |       |       
|                               | Impacts of foreign currency translation          |          |        | (9     | )          |   |      | (15   | )   |   |          | (24    | )      |            |        | 20     |        |   |      | 6        |     |   |            | 26     |        |       |        | (7     | )      |   |      | (18  | )    |   |        | (25    | )     
|                               | Securitization activity                          |          |        | 4      |            |   |      | (5    | )   |   |          | (1     | )      |            |        | 8      |        |   |      | 28       |     |   |            | 36     |        |       |        | (66    | )      |   |      | 1    |      |   |        | (65    | )     
|                              
|Allowance at end of year       |                                                  |          | $2,683 |        |            |   | $433 |       |     |   | $3,116   |        |        |            | $2,951 |        |        |   | $471 |          |     |   | $3,422     |        |        |       | $2,533 |        |        |   | $509 |      |      |   | $3,042 |       
|                              

|    |                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes approximately $149 for credit losses directly related
    to Hurricane Katrina. This provision was established based on
    managements best estimate of Hurricane Katrinas
    impact on the finance receivables and loan portfolio using
    currently available information.                  
|(b) | At December 31, 2005, $3,018 in GMAC Commercial Mortgage
    finance receivables and loans and the related allowance of $28
    were transferred to reporting segment held for sale in our
    Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.



|                                                      |  |      |       |  |      |  |        | 
|----------------------------------------------------- |  | ---- | ----- |  | ---- |  | ------ | 
|December 31, ($ in millions)                          |  | 2005 |       |  | 2004 | 
|                                                      | 
|Impaired loans (a)                                    |  |      | $887  |  |      |  | $1,337 | 
|Related allowance (a)                                 |  |      | 184   |  |      |  | 235    | 
|Average balance of impaired loans during the year (a) |  |      | 1,120 |  |      |  | 1,376  | 
|                                                     

|    |                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005 GMAC Commercial Mortgages
    impaired loans of $144 million and related allowance of
    $18 million were transferred to reporting segment held for
    sale in our Consolidated Balance Sheet. Refer to Note 1 to
    our Consolidated Financial Statements for further details.





|                          |  |      |        |   |      |  |        |      |  |  |        |  
|------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|December 31,              |  |      |        |   |      | 
|($ in millions)           |  | 2005 |        |   | 2004 |  |        | 2003 | 
|                          | 
|Consumer                  |  |      | $1,658 |   |      |  | $1,824 |      |  |  | $1,589 |  
|Commercial                |  |      | 680    |   |      |  | 580    |      |  |  | 438    |  
|                         
|Total outstanding balance |  |      | 2,338  |   |      |  | 2,404  |      |  |  | 2,027  |  
|Allowance                 |  |      | (103   | ) |      |  | (99    | )    |  |  | (129   | )
|                         
|Total carrying amount     |  |      | $2,235 |   |      |  | $2,305 |      |  |  | $1,898 |  
|                         

03-3


|                                                    |  |      |      |  
|--------------------------------------------------- |  | ---- | ---- | -
|Year ended December 31,                             |  |     
|($ in millions)                                     |  | 2005 |     
|                                                    | 
|Accretable yield at beginning of year               |  |      | $121 |  
|Additions                                           |  |      | 285  |  
|Accretion                                           |  |      | (131 | )
|Reclassification from (to) nonaccretable difference |  |      | 11   |  
|Disposals                                           |  |      | (79  | )
|                                                   
|Accretable yield at end of year                     |  |      | $207 |  
|                                                   

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|                                                           |  |      |        | 
|---------------------------------------------------------- |  | ---- | ------ | 
|Year ended December 31,                                    |  |     
|($ in millions)                                            |  | 2005 |       
|                                                          
|Contractually required payments receivable at acquisition: |  |      |        | 
|Consumer                                                   |  |      | $3,158 | 
|Commercial                                                 |  |      | 1,848  | 
|                                                          
|Total payments                                             |  |      | $5,006 | 
|Cash flows expected to be collected at acquisition         |  |      | 2,333  | 
|Basis in acquired loans at acquisition                     |  |      | 1,900  | 
|                                                          

| |   |  |  |                                      
| | - |  |  | -------------------------------------
|
| | 8 |  |  | Off-Balance Sheet
    Securitizations









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|                                        |                                                                   |             |     |       |           |  |                |             |  |            |            |        |   |            |     |       |   |  |    |     | 
|--------------------------------------- | ----------------------------------------------------------------- | ----------- | --- | ----- | --------- |  | -------------- | ----------- |  | ---------- | ---------- | ------ | - | ---------- | --- | ----- | - |  | -- | --- | 
|                                        |                                                                   | 2005        |    
|                                        |                                                                   |             |    
|                                        |                                                                   | Retail      |     |       |           |  | Mortgage loans |             |  | Commercial |           
|                                        |                                                                   | finance     |     |       | Wholesale |  |                |             |  |            | mortgage   |       
|Year ended December 31, ($ in millions) |                                                                   | receivables |     |       | loans     |  |                | Residential |  |            | Commercial |        |   | securities |    
|                                        |                                                                  
|Pre-tax gains on securitizations        |                                                                   |             | ($2 | )     |           |  | $543           |             |  |            | $513       |        |   |            | $68 |       |   |  | $8 |    
|Cash inflows:                           |                                                                   |             |     |       |           |  |                |             |  |            |            |        |   |            |     |       |   |  |    |    
|                                        | Proceeds from new securitizations                                 |             |     | 4,874 |           |  |                | 7,705       |  |            |            | 41,987 |   |            |     | 3,990 |   |  |    | 741 | 
|                                        | Servicing fees received                                           |             |     | 65    |           |  |                | 179         |  |            |            | 245    |   |            |     | 21    |   |  |    |    | 
|                                        | Other cash flows received on retained interests                   |             |     | 249   |           |  |                | 503         |  |            |            | 583    |   |            |     | 262   |   |  |    | 42  | 
|                                        | Proceeds from collections reinvested in revolving securitizations |             |     |      |           |  |                | 102,306     |  |            |            |       |   |            |     |      |   |  |    |    | 
|                                        | Repayments of servicing advances                                  |             |     | 43    |           |  |                |            |  |            |            | 1,115  |   |            |     | 198   |   |  |    |    | 
|Cash outflows:                          |                                                                   |             |     |       |           |  |                |             |  |            |            |        |   |            |     |       |   |  |    |    
|                                        | Servicing advances                                                |             |     | (46   | )         |  |                |            |  |            |            | (1,163 | ) |            |     | (188  | ) |  |    |    | 
|Purchase obligations and options:       |                                                                   |             |     |       |           |  |                |             |  |            |            |        |   |            |     |       |   |  |    |    
|                                        | Representations and warranties obligations                        |             |     |      |           |  |                |            |  |            |            | (29    | ) |            |     |      |   |  |    |    | 
|                                        | Administrator or servicer actions                                 |             |     | (76   | )         |  |                |            |  |            |            |       |   |            |     |      |   |  |    |    | 
|                                        | Asset performance conditional calls                               |             |     |      |           |  |                |            |  |            |            | (99    | ) |            |     |      |   |  |    |    | 
|                                        | Cleanup calls                                                     |             |     | (715  | )         |  |                |            |  |            |            | (2,202 | ) |            |     |      |   |  |    |    | 
|                                       



|                                        |                                                                   |             |    |       |           |  |                |             |  |            |            |        |        |            |     |       |             |                |     |       |            |  |             |       |   |            |      |        |            |  |      |        |   |  |     |       |   |  |     |       | 
|--------------------------------------- | ----------------------------------------------------------------- | ----------- | -- | ----- | --------- |  | -------------- | ----------- |  | ---------- | ---------- | ------ | ------ | ---------- | --- | ----- | ----------- | -------------- | --- | ----- | ---------- |  | ----------- | ----- | - | ---------- | ---- | ------ | ---------- |  | ---- | ------ | - |  | --- | ----- | - |  | --- | ----- | 
|                                        |                                                                   | 2004        |    |       | 2003      | 
|                                        |                                                                   |             |    |       |           | 
|                                        |                                                                   | Retail      |    |       |           |  | Mortgage loans |             |  | Commercial |            |        | Retail |            |     |       |             | Mortgage loans |     |       | Commercial | 
|                                        |                                                                   | finance     |    |       | Wholesale |  |                |             |  |            | mortgage   |        |        | finance    |     |       | Wholesale   |                |     |       |            |  | mortgage    |      
|Year ended December 31, ($ in millions) |                                                                   | receivables |    |       | loans     |  |                | Residential |  |            | Commercial |        |        | securities |     |       | receivables |                |     | loans |            |  | Residential |       |   | Commercial |      |        | securities | 
|                                        |                                                                  
|Pre-tax gains on securitizations        |                                                                   |             | $9 |       |           |  | $497           |             |  |            | $602       |        |        |            | $54 |       |             |                | $11 |       |            |  | $37         |       |   |            | $488 |        |            |  | $522 |        |   |  | $75 |       |   |  | $14 |      
|Cash inflows:                           |                                                                   |             |    |       |           |  |                |             |  |            |            |        |        |            |     |       |             |                |     |       |            |  |             |       |   |            |      |        |            |  |      |        |   |  |     |       |   |  |     |      
|                                        | Proceeds from new securitizations                                 |             |    | 1,824 |           |  |                | 9,188       |  |            |            | 29,412 |        |            |     | 2,108 |             |                |     | 935   |            |  |             | 1,604 |   |            |      | 3,625  |            |  |      | 29,566 |   |  |     | 3,342 |   |  |     | 1,870 | 
|                                        | Servicing fees received                                           |             |    | 105   |           |  |                | 174         |  |            |            | 208    |        |            |     | 20    |             |                |     |      |            |  |             | 228   |   |            |      | 164    |            |  |      | 250    |   |  |     | 20    |   |  |     |      | 
|                                        | Other cash flows received on retained interests                   |             |    | 340   |           |  |                | 808         |  |            |            | 729    |        |            |     | 216   |             |                |     | 68    |            |  |             | 753   |   |            |      | 174    |            |  |      | 955    |   |  |     | 317   |   |  |     | 69    | 
|                                        | Proceeds from collections reinvested in revolving securitizations |             |    |      |           |  |                | 91,360      |  |            |            |       |        |            |     |      |             |                |     |      |            |  |             | 862   |   |            |      | 97,829 |            |  |      |       |   |  |     | 5     |   |  |     |      | 
|                                        | Repayments of servicing advances                                  |             |    | 75    |           |  |                |            |  |            |            | 947    |        |            |     | 147   |             |                |     |      |            |  |             | 114   |   |            |      |       |            |  |      | 1,208  |   |  |     | 116   |   |  |     |      | 
|Cash outflows:                          |                                                                   |             |    |       |           |  |                |             |  |            |            |        |        |            |     |       |             |                |     |       |            |  |             |       |   |            |      |        |            |  |      |        |   |  |     |       |   |  |     |      
|                                        | Servicing advances                                                |             |    | (64   | )         |  |                |            |  |            |            | (1,035 | )      |            |     | (169  | )           |                |     |      |            |  |             | (118  | ) |            |      |       |            |  |      | (1,242 | ) |  |     | (117  | ) |  |     |      | 
|Purchase obligations and options:       |                                                                   |             |    |       |           |  |                |             |  |            |            |        |        |            |     |       |             |                |     |       |            |  |             |       |   |            |      |        |            |  |      |        |   |  |     |       |   |  |     |      
|                                        | Representations and warranties obligations                        |             |    | (1    | )         |  |                |            |  |            |            | (66    | )      |            |     |      |             |                |     |      |            |  |             | (25   | ) |            |      |       |            |  |      | (154   | ) |  |     |      |   |  |     |      | 
|                                        | Administrator or servicer actions                                 |             |    | (75   | )         |  |                |            |  |            |            |       |        |            |     |      |             |                |     |      |            |  |             | (146  | ) |            |      |       |            |  |      |       |   |  |     |      |   |  |     |      | 
|                                        | Asset performance conditional calls                               |             |    |      |           |  |                |            |  |            |            | (137   | )      |            |     |      |             |                |     |      |            |  |             |      |   |            |      |       |            |  |      | (122   | ) |  |     |      |   |  |     |      | 
|                                        | Clean up calls                                                    |             |    | (269  | )         |  |                |            |  |            |            | (3,797 | )      |            |     |      |             |                |     |      |            |  |             | (885  | ) |            |      |       |            |  |      | (1,919 | ) |  |     |      |   |  |     |      | 
|                                       

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|                                      |  |                 |  |                 |  |            |  |           
|------------------------------------- |  | --------------- |  | --------------- |  | ---------- |  | ----------
|                                      |  | Retail          |  | Mortgage loans  |  | Commercial
|                                      |  | finance         |  |                 |  | mortgage  
|Year ended December 31,               |  | receivables (a) |  | Residential (b) |  | Commercial |  | securities
|                                     
|2005                                  |  |                 |  |                 |  |            |  |           
|Key assumptions(c) (rates per annum): |  |                 |  |                 |  |            |  |           
|Annual prepayment rate (d)            |  | 0.9-1.2%        |  | 0.0-60.0%       |  | 0.0-50.0%  |  | 0.0%      
|Weighted average life (in years)      |  | 1.6-1.7         |  | 1.1-8.5         |  | 0.3-8.6    |  | 5.9-9.9   
|Expected credit losses                |  | 0.4-1.6         |  | 0.0-4.9%        |  | 0.0%       |  | 0.0%      
|Discount rate                         |  | 9.5-15.0%       |  | 6.5-21.4%       |  | 4.2-10.7%  |  | 10.0-12.0%
|                                     
|2004                                  |  |                 |  |                 |  |            |  |           
|Key assumptions(c) (rates per annum): |  |                 |  |                 |  |            |  |           
|Annual prepayment rate (d)            |  | 0.9-1.0%        |  | 0.0-51.3%       |  | 0.0-50.0%  |  | 0.0-19.9% 
|Weighted average life (in years)      |  | 1.6-1.8         |  | 1.1-6.0         |  | 0.4-8.8    |  | 2.5-17.4  
|Expected credit losses                |  | 0.4%            |  | 0.2-10.9%       |  | 0.0%       |  | 0.0-3.1%  
|Discount rate                         |  | 9.5%            |  | 6.5-24.8%       |  | 4.3-15.0%  |  | 8.2-11.7% 
|                                     

|    |                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The fair value of retained interests in wholesale
    securitizations approximates cost because of the short-term and
    floating rate nature of wholesale loans.                                                                                                                       
|(b) | Included within residential mortgage loans are home equity loans
    and lines, high
    loan-to-value loans and
    residential first and second mortgage loans.                                                                                                                        
|(c) | The assumptions used to measure the expected yield on variable
    rate retained interests are based on a benchmark interest rate
    yield curve plus a contractual spread, as appropriate. The
    actual yield curve utilized varies depending on the specific
    retained interests.
|(d) | Based on the weighted average maturity (WAM) for finance
    receivables and constant prepayment rate (CPR) for mortgage
    loans and commercial mortgage securities.                                                                                                                   



|                                                |                              |                 |         |                |           |              |          |              |         
|----------------------------------------------- | ---------------------------- | --------------- | ------- | -------------- | --------- | ------------ | -------- | ------------ | --------
|                                                |                              | 2005           
|                                                |                              |                
|                                                |                              |                 |         | Mortgage loans |           | Commercial  
|                                                |                              | Retail finance  |         |                |           | mortgage    
|Year ended December 31, ($ in millions)         |                              | receivables (a) |         | Residential    |           | Commercial   |          | securities  
|                                               
|Carrying value/fair value of retained interests |                              | $314            |         | $1,057         |           | $250         |          | $182        
|Weighted average life (in years)                |                              | 0.1-1.2         |         | 1.0-6.2        |           | 0.0-17.7     |          | 2.4-16.1    
|Annual prepayment rate                          |                              | 0.7-1.2%WAM     |         | 0.0-60.0%CPR   |           | 0.0-50.0%CPR |          | 1.2-16.0%CPR
|                                                | Impact of 10% adverse change |                 | ($1)    |                | ($46)     |              | ($1)     |              |        
|                                                | Impact of 20% adverse change |                 | (2)     |                | (82)      |              | (1)      |              |        
|                                               
|                                                | Loss assumption              |                 | 0.4%(b) |                | 0.0-16.9% |              | 0.0-3.4% |              | 0.0-6.7%
|                                                | Impact of 10% adverse change |                 | ($2)    |                | ($43)     |              | ($6)     |              | ($3)    
|                                                | Impact of 20% adverse change |                 | (4)     |                | (81)      |              | (10)     |              | (6)     
|                                               
|Discount rate                                   |                              | 9.5-12.0%       |         | 6.5-40.0%      |           | 0.1-33.5%    |          | 5.3-21.1%   
|                                                | Impact of 10% adverse change |                 | ($2)    |                | ($34)     |              | ($5)     |              | ($9)    
|                                                | Impact of 20% adverse change |                 | (5)     |                | (65)      |              | (10)     |              | (17)    
|                                               
|Market rate (d)                                 |                              | 3.9-5.1%        |         | (c)            |           | (c)          |          | (c)         
|                                                | Impact of 10% adverse change |                 | ($7)    |                | ($11)     |              | $       |              | $      
|                                                | Impact of 20% adverse change |                 | (15)    |                | (26)      |              |         |              |        
|                                               

|    |                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The fair value of retained interests in wholesale
    securitizations approximates cost of $690 because of the
    short-term and floating rate nature of wholesale receivables.                                
|(b) | Net of a reserve for expected credit losses totaling $14 at
    December 31, 2005. Such amounts are included in the
    fair value of the retained interests, which are classified as
    investment securities.
|(c) | Forward benchmark interest rate yield curve plus contractual
    spread.                                                                                                                                        
|(d) | Represents the rate of return paid to the investors.                                                                                                                                                            



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|                               |  |           |  |           |  |          
|------------------------------ |  | --------- |  | --------- |  | ---------
|December 31, (a)               |  | 2005      |  | 2004      |  | 2003     
|                              
|Retail automotive              |  | 0.4%      |  | 0.4%      |  | 0.4%     
|Residential mortgage           |  | 0.0-16.9% |  | 0.0-26.1% |  | 0.0-26.1%
|Commercial mortgage            |  | 0.0-3.4%  |  | 0.0-4.2%  |  | 0.0-6.6% 
|Commercial mortgage securities |  | 0.0-6.7%  |  | 0.0-39.5% |  | 0.9-33.7%
|                              

|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|(a) | Static pool losses not applicable to wholesale finance
    receivable securitizations because of their short-term nature.



|                                    |                                           |                       |          |          |                   |  |          |                   |   |  |         |       |  |      |        |       |      |  |        |       |  |  |        |       | 
|----------------------------------- | ----------------------------------------- | --------------------- | -------- | -------- | ----------------- |  | -------- | ----------------- | - |  | ------- | ----- |  | ---- | ------ | ----- | ---- |  | ------ | ----- |  |  | ------ | ----- | 
|                                    |                                           | Total finance         |          |          | Amount 60 days or |  |          |                  
|                                    |                                           | receivables and loans |          |          | more past due     |  |          | Net credit losses |  
|                                    |                                           |                       |          |          |                   |  |          |                   |  
|December 31, ($ in millions)        |                                           | 2005                  |          |          | 2004              |  |          | 2005              |   |  | 2004    |       |  | 2005 |        |       | 2004 | 
|                                    |                                          
|Retail automotive                   |                                           |                       | $77,197  |          |                   |  | $98,146  |                   |   |  | $892    |       |  |      | $806   |       |      |  | $867   |       |  |  | $1,044 |      
|Residential mortgage                |                                           |                       | 167,584  |          |                   |  | 129,550  |                   |   |  | 8,682   |       |  |      | 6,686  |       |      |  | 885    |       |  |  | 944    |      
|                                   
|                                    | Total consumer                            |                       |          | 244,781  |                   |  |          | 227,696           |   |  |         | 9,574 |  |      |        | 7,492 |      |  |        | 1,752 |  |  |        | 1,988 | 
|                                   
|Wholesale                           |                                           |                       | 41,994   |          |                   |  | 49,197   |                   |   |  | 73      |       |  |      | 51     |       |      |  | 4      |       |  |  | 2      |      
|Commercial mortgage                 |                                           |                       | 43       |          |                   |  | 21,353   |                   |   |  |        |       |  |      | 410    |       |      |  | 4      |       |  |  | 130    |      
|Other automotive and commercial     |                                           |                       | 23,996   |          |                   |  | 22,155   |                   |   |  | 575     |       |  |      | 544    |       |      |  | 33     |       |  |  | 71     |      
|                                   
|                                    | Total commercial (a)                      |                       |          | 66,033   |                   |  |          | 92,705            |   |  |         | 648   |  |      |        | 1,005 |      |  |        | 41    |  |  |        | 203   | 
|                                   
|Total managed portfolio (b)         |                                           |                       | 310,814  |          |                   |  | 320,401  |                   |   |  | $10,222 |       |  |      | $8,497 |       |      |  | $1,793 |       |  |  | $2,191 |      
|                                    |                                           |                       |          |          |                   |  |          |                  
|                                    | Securitized finance receivables and loans |                       |          | (103,947 | )                 |  |          | (96,801           | ) |  |         |       |  |      |        |       |      |  |        |       |  |  |        |       | 
|                                    | Loans held for sale (unpaid principal)    |                       |          | (21,882  | )                 |  |          | (19,941           | ) |  |         |       |  |      |        |       |      |  |        |       |  |  |        |       | 
|                                    |                                           |                       |          |          |                   |  |          |                   |   |  |         |      
|Total finance receivables and loans |                                           |                       | $184,985 |          |                   |  | $203,659 |                   |   |  |         |       |  |      |        |       |      |  |        |       |  |  |        |      
|                                    |                                           |                       |          |          |                   |  |          |                   |   |  |         |      

|    |                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Excludes $26,320 in GMAC Commercial Mortgages managed
    assets. At December 31, 2005, Commercial Mortgage had $281
    in accounts past due and net credit losses of $228. Refer to
    Note 1 to our Consolidated Financial Statements for further
    details.                                                                              
|(b) | Managed portfolio represents finance receivables and loans on
    the balance sheet or that have been securitized, excluding
    securitized finance receivables and loans that we continue to
    service but have no other continuing involvement (i.e., in which
    we retain an interest or risk of loss in the underlying
    receivables).



| |   |  |  |                                   
| | - |  |  | ----------------------------------
|
| | 9 |  |  | Investment in Operating
    Leases



|                                      |  |      |         |   |      |  |         |  
|------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | -
|December 31, ($ in millions)          |  | 2005 |         |   | 2004 | 
|                                      | 
|Vehicles and other equipment, at cost |  |      | $39,443 |   |      |  | $33,390 |  
|Accumulated depreciation              |  |      | (8,232  | ) |      |  | (7,318  | )
|                                     
|Investment in operating leases, net   |  |      | $31,211 |   |      |  | $26,072 |  
|                                     





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| |    |  |  |                          
| | -- |  |  | -------------------------
|
| | 10 |  |  | Mortgage Servicing Rights



|                                                |  |      |        |   |      |  |        |      |  |  |        |  
|----------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Year ended December 31,                         |  |      |        |   |      | 
|($ in millions)                                 |  | 2005 |        |   | 2004 |  |        | 2003 | 
|                                                | 
|Balance at beginning of year                    |  |      | $4,819 |   |      |  | $4,869 |      |  |  | $4,601 |  
|Originations and purchases, net of sales        |  |      | 1,546  |   |      |  | 1,554  |      |  |  | 2,639  |  
|Amortization                                    |  |      | (1,106 | ) |      |  | (879   | )    |  |  | (1,118 | )
|SFAS 133 hedge valuation adjustments            |  |      | 86     |   |      |  | (272   | )    |  |  | 446    |  
|Transfers to reporting segment held for sale(a) |  |      | (632   | ) |      |  |       |      |  |  |       |  
|Other than temporary impairment                 |  |      | (55    | ) |      |  | (453   | )    |  |  | (1,699 | )
|                                               
|Balance at end of year                          |  |      | $4,658 |   |      |  | $4,819 |      |  |  | $4,869 |  
|Valuation allowance                             |  |      | (643   | ) |      |  | (929   | )    |  |  | (1,149 | )
|                                               
|Carrying value at end of year                   |  |      | $4,015 |   |      |  | $3,890 |      |  |  | $3,720 |  
|                                               
|Estimated fair value at end of year             |  |      | $4,021 |   |      |  | $3,990 |      |  |  | $3,798 |  
|                                               

|    |                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005, $632 in GMAC Commercial Mortgage
    net mortgage servicing rights, were transferred to reporting
    segment held for sale in our Consolidated Balance Sheet. Refer
    to Note 1 to our Consolidated Financial Statements for
    further details.



|                                           |  |      |      |   |      |  |        |      |  |  |        |  
|------------------------------------------ |  | ---- | ---- | - | ---- |  | ------ | ---- |  |  | ------ | -
|Year ended December 31,                    |  |      |      |   |      | 
|($ in millions)                            |  | 2005 |      |   | 2004 |  |        | 2003 | 
|                                          
|Valuation allowance at beginning of period |  |      | $929 |   |      |  | $1,149 |      |  |  | $1,918 |  
|Additions (deductions) (a)                 |  |      | (237 | ) |      |  | 233    |      |  |  | 930    |  
|Other excess service fee securitization    |  |      | 6    |   |      |  |       |      |  |  |       |  
|Other than temporary impairment            |  |      | (55  | ) |      |  | (453   | )    |  |  | (1,699 | )
|                                          
|Valuation allowance at end of year         |  |      | $643 |   |      |  | $929   |      |  |  | $1,149 |  
|                                          

|    |                                                                                                
|--- | -----------------------------------------------------------------------------------------------
|(a) | Changes to the valuation allowance are reflected as a component
    of mortgage banking income.







|                                           |  |             |        |   |       |      |       |             |  |  |       |      |  |  |        |  
|------------------------------------------ |  | ----------- | ------ | - | ----- | ---- | ----- | ----------- |  |  | ----- | ---- |  |  | ------ | -
|December 31,                               |  |             |        |   |       | GMAC |       |             | 
|2005                                       |  | GMAC        |        |   | GMAC- |      |       | Commercial  |  |  |      
|($ in millions)                            |  | Residential |        |   | RFC   |      |       | Mortgage(a) |  |  | Total |     
|                                           | 
|Estimated fair value                       |  |             | $3,056 |   |       |      | $965  |             |  |  | $731  |      |  |  | $4,752 |  
|                                          
|Weighted average prepayment speed (CPR)    |  |             | 20.40  | % |       |      | 28.16 | %           |  |  | 2%-8  | %(b) |  |  |        |  
|Impact on fair value of 10% adverse change |  |             | ($155  | ) |       |      | ($28  | )           |  |  | ($2   | )    |  |  | ($185  | )
|Impact on fair value of 20% adverse change |  |             | (294   | ) |       |      | (50   | )           |  |  | (5    | )    |  |  | (349   | )
|                                          
|Weighted average discount rate             |  |             | 9.12   | % |       |      | 12.65 | %           |  |  | 9.73  | %    |  |  |        |  
|Impact on fair value of 10% adverse change |  |             | ($77   | ) |       |      | ($29  | )           |  |  | ($7   | )    |  |  | ($113  | )
|Impact on fair value of 20% adverse change |  |             | (150   | ) |       |      | (55   | )           |  |  | (13   | )    |  |  | (218   | )
|                                          

|    |                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005, GMAC Commercial Mortgage net mortgage
    servicing rights were transferred to reporting segment held for
    sale in our Consolidated Balance Sheet. Refer to Note 1 to
    our Consolidated Financial Statements for further details.                    
|(b) | The majority of commercial mortgage loans are subject to
    prepayment penalties during a rate lockout period. Therefore,
    prepayment speed assumptions will change as loans mature from 2%
    during the rate lockout period to 8% once the lockout period has
    expired.



92



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| |    |  |  |                                             
| | -- |  |  | --------------------------------------------
|
| | 11 |  |  | Premiums and Other Insurance
    Receivables



|                                               |  |      |        |  |      |  |        | 
|---------------------------------------------- |  | ---- | ------ |  | ---- |  | ------ | 
|December 31, ($ in millions)                   |  | 2005 |        |  | 2004 | 
|                                               | 
|Prepaid reinsurance premiums                   |  |      | $359   |  |      |  | $344   | 
|Reinsurance recoverable on unpaid losses       |  |      | 762    |  |      |  | 775    | 
|Reinsurance recoverable on paid losses (a)     |  |      | 87     |  |      |  | 56     | 
|Premiums receivable (b)                        |  |      | 665    |  |      |  | 588    | 
|                                              
|Total premiums and other insurance receivables |  |      | $1,873 |  |      |  | $1,763 | 
|                                              

|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(a) | Net of $1 and $5 allowance for uncollectible reinsurance
    recoverable on paid losses at December 31, 2005 and 2004,
    respectively.
|(b) | Net of $8 and $5 allowance for uncollectible premiums receivable
    at December 31, 2005 and 2004, respectively.                       

| |    |  |  |             
| | -- |  |  | ------------
| | 12 |  |  | Other Assets



|                                                          |                              |      |         |    |      |  |         |    | 
|--------------------------------------------------------- | ---------------------------- | ---- | ------- | -- | ---- |  | ------- | -- | 
|December 31, ($ in millions)                              |                              | 2005 |         |    | 2004 | 
|                                                          |                             
|Premises and equipment at cost                            |                              |      | $2,899  |    |      |  | $3,083  |   
|Accumulated depreciation                                  |                              |      | (1,145  | )  |      |  | (1,228  | ) 
|                                                         
|Net premises and equipment                                |                              |      | 1,754   |    |      |  | 1,855   |   
|Fair value of derivative contracts in receivable position |                              |      | 3,000   |    |      |  | 9,489   |   
|Cash reserve deposits held for securitization trusts (a)  |                              |      | 2,907   |    |      |  | 1,835   |   
|Goodwill, net of accumulated amortization                 |                              |      | 2,446   |    |      |  | 3,274   |   
|Restricted cash collections for securitization trusts (b) |                              |      | 1,871   |    |      |  | 2,217   |   
|Deferred policy acquisition cost                          |                              |      | 1,696   |    |      |  | 1,444   |   
|Real estate investments                                   |                              |      | 1,320   |    |      |  | 1,473   |   
|Accrued interest and rent receivable                      |                              |      | 1,163   |    |      |  | 1,174   |   
|Receivables related to taxes                              |                              |      | 774     |    |      |  |        |   
|Debt issuance costs                                       |                              |      | 726     |    |      |  | 754     |   
|Repossessed and foreclosed assets, net                    |                              |      | 689     |    |      |  | 615     |   
|Equity investments                                        |                              |      | 535     |    |      |  | 1,751   |   
|Investment in used vehicles held for sale                 |                              |      | 503     |    |      |  | 530     |   
|Servicer advances                                         |                              |      | 499     |    |      |  | 769     |   
|Intangible assets, net of accumulated amortization (c):   |                              |      |         |    |      |  |         |   
|                                                          | Customer lists and contracts |      |         | 16 |      |  |         | 33 | 
|                                                          | Trademarks and other         |      |         | 15 |      |  |         | 20 | 
|Other assets                                              |                              |      | 2,543   |    |      |  | 2,411   |   
|                                                         
|Total other assets (d)                                    |                              |      | $22,457 |    |      |  | $29,644 |   
|                                                         

|    |                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Represents credit enhancement in the form of cash reserves for
    various securitization transactions we have executed.                                                                                                                                                                     
|(b) | Represents cash collection from customer payments on securitized
    receivables. These funds are distributed to investors as the
    related secured debt matures.                                                                                                                          
|(c) | Aggregate amortization expense on intangible assets was $17 and
    $11, including $8 and $2 for GMAC Commercial Mortgage, for the
    years ended December 31, 2005 and 2004, respectively.
    Amortization expense is expected to average $5 per year
    over the next five fiscal years.
|(d) | At December 31, 2005, $3,723 in GMAC Commercial Mortgage
    other assets was transferred to reporting segment held for sale
    in our Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.                                        

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|                                                 |  |            |     |  |            |  |        |               |  |  |             |   |  |       |      |  |            |  |      |           |  |  |       |   |  |  |      |   |  |  |        |  
|------------------------------------------------ |  | ---------- | --- |  | ---------- |  | ------ | ------------- |  |  | ----------- | - |  | ----- | ---- |  | ---------- |  | ---- | --------- |  |  | ----- | - |  |  | ---- | - |  |  | ------ | -
|                                                 |  | North      |     |  | Commercial |  |        |               |  |  |             |   |  |       |      |  |            | 
|                                                 |  | American   |     |  | Finance    |  |        | International |  |  | GMAC        |   |  | GMAC- |      |  | GMAC       |  |      |           |  | 
|($ in millions)                                  |  | Operations |     |  | Group      |  |        | Operations    |  |  | Residential |   |  | RFC   |      |  | Commercial |  |      | Insurance |  |  | Total |  
|                                                 | 
|Goodwill at beginning of 2004                    |  |            | $14 |  |            |  | $1,458 |               |  |  | $504        |   |  |       | $327 |  |            |  | $111 |           |  |  | $138  |   |  |  | $671 |   |  |  | $3,223 |  
|Goodwill acquired                                |  |            |    |  |            |  |       |               |  |  | 1           |   |  |       | 11   |  |            |  | 1    |           |  |  | 3     |   |  |  |     |   |  |  | 16     |  
|Impairment losses                                |  |            |    |  |            |  |       |               |  |  |            |   |  |       |     |  |            |  |     |           |  |  |      |   |  |  |     |   |  |  |       |  
|Other                                            |  |            |    |  |            |  |       |               |  |  |            |   |  |       |     |  |            |  |     |           |  |  |      |   |  |  |     |   |  |  |       |  
|Foreign currency translation effect              |  |            |    |  |            |  | 25     |               |  |  | 10          |   |  |       |     |  |            |  | 5    |           |  |  |      |   |  |  | (5   | ) |  |  | 35     |  
|                                                
|Goodwill at beginning of 2005                    |  |            | $14 |  |            |  | $1,483 |               |  |  | $515        |   |  |       | $338 |  |            |  | $117 |           |  |  | $141  |   |  |  | $666 |   |  |  | $3,274 |  
|Goodwill acquired                                |  |            |    |  |            |  |       |               |  |  | 3           |   |  |       | 5    |  |            |  | 11   |           |  |  |      |   |  |  | 3    |   |  |  | 22     |  
|Impairment losses (a)                            |  |            |    |  |            |  | (648   | )             |  |  |            |   |  |       |     |  |            |  |     |           |  |  | (64   | ) |  |  |     |   |  |  | (712   | )
|Other                                            |  |            |    |  |            |  |       |               |  |  |            |   |  |       |     |  |            |  | (4   | )         |  |  | (18   | ) |  |  |     |   |  |  | (22    | )
|Foreign currency translation effect              |  |            |    |  |            |  | (36    | )             |  |  | (14         | ) |  |       |     |  |            |  | (7   | )         |  |  |      |   |  |  |     |   |  |  | (57    | )
|Transfers to reporting segment held for sale (b) |  |            |    |  |            |  |       |               |  |  |            |   |  |       |     |  |            |  |     |           |  |  | (59   | ) |  |  |     |   |  |  | (59    | )
|                                                
|Goodwill at end of 2005                          |  |            | $14 |  |            |  | $799   |               |  |  | $504        |   |  |       | $343 |  |            |  | $117 |           |  |  | $    |   |  |  | $669 |   |  |  | $2,446 |  
|                                                

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | During the fourth quarter of 2005, we completed our goodwill
    impairment analysis of our Commercial Finance Group (CFG)
    reporting unit in accordance with SFAS 142. The CFG
    reporting units goodwill relates primarily to its 1999
    acquisition of The Bank of New Yorks commercial finance
    business. With the assistance of a third party, management
    performed an assessment of the fair value of the CFG reporting
    unit. The fair value of the CFG reporting unit was determined
    using the average of an internally developed discounted cash
    flow methodology and a valuation derived from recent market
    precedent transactions. Based on this assessment, it was
    determined that indicators of impairment existed as the carrying
    amount of the CFG reporting unit including goodwill exceeded its
    fair value. These indicators were largely attributed to current
    competitive conditions in the industry in which CFG operates,
    the relative level of liquidity in its market and the CFG
    reporting unit experiencing declining margins and a more
    difficult environment for growth than anticipated in previous
    forecasts. Because the carrying amount of the CFG reporting
    unit, including goodwill, as a whole exceeded its fair value,
    management assessed the fair value of the CFG reporting
    units individual assets, including identifiable intangible
    assets and liabilities, in order to derive an implied fair value
    of the CFG reporting units goodwill. Based on this
    assessment, we recorded an impairment charge of
    $648 million in the fourth quarter of 2005 as it was
    determined that the carrying value of the CFG reporting
    units goodwill was greater than its implied fair value.
|(b) | At December 31, 2005, $59 in GMAC Commercial Mortgage
    goodwill was transferred to reporting segment held for sale in
    our Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements for further details.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |    |  |  |     
| | -- |  |  | ----
|
| | 13 |  |  | Debt



|                             |                                     |                  |      |      |      |  |      |          |  |  |          |         |  |       |         |        |          |  |          |         |  |  |          |         |  |  |         |        |  |  |          |         | 
|---------------------------- | ----------------------------------- | ---------------- | ---- | ---- | ---- |  | ---- | -------- |  |  | -------- | ------- |  | ----- | ------- | ------ | -------- |  | -------- | ------- |  |  | -------- | ------- |  |  | ------- | ------ |  |  | -------- | ------- | 
|                             |                                     | Weighted         |      |      |      |  |      |          |  |  |          |         |  |       |        
|                             |                                     | average interest |      |      |      |  |     
|                             |                                     | rates (a)        |      |      | 2005 |  |      | 2004     | 
|                             |                                     |                  |      |      |      |  |      |          | 
|December 31, ($ in millions) |                                     | 2005             |      |      | 2004 |  |      | Domestic |  |  | Foreign  |         |  | Total |         |        | Domestic |  |          | Foreign |  |  | Total    |        
|                             |                                    
|Short-term debt              |                                     |                  |      |      |      |  |      |          |  |  |          |         |  |       |         |        |          |  |          |         |  |  |          |         |  |  |         |        |  |  |          |        
|                             | Commercial paper                    |                  |      |      |      |  |      |          |  |  |          | $227    |  |       |         | $297   |          |  |          | $524    |  |  |          | $4,330  |  |  |         | $4,065 |  |  |          | $8,395  | 
|                             | Demand notes                        |                  |      |      |      |  |      |          |  |  |          | 5,928   |  |       |         | 119    |          |  |          | 6,047   |  |  |          | 8,802   |  |  |         | 354    |  |  |          | 9,156   | 
|                             | Bank loans and overdrafts           |                  |      |      |      |  |      |          |  |  |          | 1,165   |  |       |         | 5,487  |          |  |          | 6,652   |  |  |          | 4,555   |  |  |         | 7,294  |  |  |          | 11,849  | 
|                             | Repurchase agreements and other (b) |                  |      |      |      |  |      |          |  |  |          | 22,330  |  |       |         | 5,954  |          |  |          | 28,284  |  |  |          | 23,569  |  |  |         | 2,058  |  |  |          | 25,627  | 
|                            
|Total short-term debt        |                                     |                  | 4.6% |      |      |  | 2.8% |          |  |  | 29,650   |         |  |       | 11,857  |        |          |  | 41,507   |         |  |  | 41,256   |         |  |  | 13,771  |        |  |  | 55,027   |        
|Long-term debt               |                                     |                  |      |      |      |  |      |          |  |  |          |         |  |       |         |        |          |  |          |         |  |  |          |         |  |  |         |        |  |  |          |        
|Senior indebtedness          |                                     |                  |      |      |      |  |      |          |  |  |          |         |  |       |         |        |          |  |          |         |  |  |          |         |  |  |         |        |  |  |          |        
|                             | Due within one year                 |                  |      | 4.9% |      |  |      | 3.9%     |  |  |          | 31,286  |  |       |         | 10,443 |          |  |          | 41,729  |  |  |          | 26,757  |  |  |         | 10,537 |  |  |          | 37,294  | 
|                             | Due after one year                  |                  |      | 5.2% |      |  |      | 4.9%     |  |  |          | 147,307 |  |       |         | 23,862 |          |  |          | 171,169 |  |  |          | 152,680 |  |  |         | 22,685 |  |  |          | 175,365 | 
|                            
|Total long-term debt (c)     |                                     |                  | 5.2% |      |      |  | 4.7% |          |  |  | 178,593  |         |  |       | 34,305  |        |          |  | 212,898  |         |  |  | 179,437  |         |  |  | 33,222  |        |  |  | 212,659  |        
|Fair value adjustment (d)    |                                     |                  |      |      |      |  |      |          |  |  |         |         |  |       | 2       |        |          |  | 2        |         |  |  | 1,205    |         |  |  | 69      |        |  |  | 1,274    |        
|                            
|Total debt (e)               |                                     |                  |      |      |      |  |      |          |  |  | $208,243 |         |  |       | $46,164 |        |          |  | $254,407 |         |  |  | $221,898 |         |  |  | $47,062 |        |  |  | $268,960 |        
|                            

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The weighted average interest rates include the effects of
    derivative financial instruments designated as hedges of debt.                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | 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 19 to our Consolidated Financial
    Statements for further details.                                                                                                                                                                                                               
|(c) | We have issued warrants to subscribe for up to $300 aggregate
    principal amount of 6.5% notes due
    October 15, 2009. The warrants entitle the holder to
    purchase from us the aggregate principal amount at par plus any
    accrued interest. The warrants are exercisable up to and
    including October 15, 2007. In December 2003 and
    February 2004, $125 of the warrants were exercised each
    year, resulting in $50 aggregate principal amount of these
    warrants remaining outstanding.
|(d) | To adjust designated fixed rate debt to fair value in accordance
    with SFAS 133.                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e) | At December 31, 2005, $4,313 in GMAC Commercial Mortgage
    debt was transferred to liabilities related to reporting segment
    held for sale in our Consolidated Balance Sheet. Of the $4,313,
    $3,118 was domestic and $1,195 was foreign; $2,974 was
    short-term and $1,339 was long-term. Refer to Note 1 to our
    Consolidated Financial Statements for further details. Includes
    secured debt, as depicted by asset class in the following table.                                             

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|                                                     |  |        |          |         |          |  |          |        |         |  |          |  |  |  |         | 
|---------------------------------------------------- |  | ------ | -------- | ------- | -------- |  | -------- | ------ | ------- |  | -------- |  |  |  | ------- | 
|                                                     |  | 2005   |          |         | 2004     | 
|                                                     |  |        |          |         |          | 
|                                                     |  |        |          | Related |          |  |          |        | Related | 
|                                                     |  |        |          | secured |          |  |          |        | secured | 
|December 31, ($ in millions)                         |  | Assets |          |         | debt (a) |  |          | Assets |         |  | debt (a) | 
|                                                    
|Loans held for sale                                  |  |        | $16,147  |         |          |  | $12,647  |        |         |  | $13,536  |  |  |  | $11,213 | 
|Mortgage assets held for sale or held for investment |  |        | 78,820   |         |          |  | 71,083   |        |         |  | 60,796   |  |  |  | 57,304  | 
|Retail automotive finance receivables                |  |        | 20,427   |         |          |  | 18,888   |        |         |  | 18,163   |  |  |  | 17,474  | 
|Investment securities                                |  |        | 3,631    |         |          |  | 4,205    |        |         |  | 4,522    |  |  |  | 3,597   | 
|Investment in operating leases, net                  |  |        | 13,136   |         |          |  | 11,707   |        |         |  | 1,098    |  |  |  | 1,032   | 
|Real estate investments and other assets             |  |        | 4,771    |         |          |  | 2,608    |        |         |  | 2,204    |  |  |  | 1,337   | 
|                                                    
|Total                                                |  |        | $136,932 |         |          |  | $121,138 |        |         |  | $100,319 |  |  |  | $91,957 | 
|                                                    

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Included as part of secured debt are repurchase agreements of
    $9,897 and $8,827 where we have pledged assets, reflected as
    investment securities, as collateral for approximately the
    same amount of debt at December 31, 2005 and 2004,
    respectively. As of December 31, 2005, $3,304 and $215 in
    GMAC Commercial Mortgage Repurchase Agreements and on-balance
    sheet debt from secured financing, respectively, were
    transferred to liabilities related to reporting segment held for
    sale in our Consolidated Balance Sheet. Refer to Note 1 to
    our Consolidated Financial Statements for details.



|                                        |  |         |         |  |           |  |          |       |  |  |          |  
|--------------------------------------- |  | ------- | ------- |  | --------- |  | -------- | ----- |  |  | -------- | -
|Year ended December 31, ($ in millions) |  | Secured |         |  | Unsecured |  |          | Total | 
|                                        | 
|2006                                    |  |         | $13,637 |  |           |  | $28,092  |       |  |  | $41,729  |  
|2007                                    |  |         | 10,665  |  |           |  | 23,269   |       |  |  | 33,934   |  
|2008                                    |  |         | 11,120  |  |           |  | 14,458   |       |  |  | 25,578   |  
|2009                                    |  |         | 1,436   |  |           |  | 8,532    |       |  |  | 9,968    |  
|2010                                    |  |         | 989     |  |           |  | 7,848    |       |  |  | 8,837    |  
|2011 and thereafter                     |  |         | 56,855  |  |           |  | 36,527   |       |  |  | 93,382   |  
|                                       
|Long-term debt (a) (b)                  |  |         | 94,702  |  |           |  | 118,726  |       |  |  | 213,428  |  
|Unamortized discount                    |  |         |        |  |           |  | (530     | )     |  |  | (530     | )
|                                       
|Total long-term debt                    |  |         | $94,702 |  |           |  | $118,196 |       |  |  | $212,898 |  
|                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Debt issues totaling $16,395 are redeemable at or above par, at
    our option anytime prior to the scheduled maturity dates, the
    latest of which is November 2049.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Our debt includes $22 in fixed rate notes and $0 in variable
    rate notes which provide the holders the option to put the debt
    to us at specific dates prior to the scheduled maturity. In
    addition, our debt includes $25,084 of notes containing a
    survivors option enabling the holder to put the debt back
    to us at par prior to maturity in the event of the holders
    death. We repurchased $275 and $39 of these puttable notes
    containing a survivors option prior to maturity during
    2005 and 2004, respectively. The latest maturity date of these
    notes is March 2025.



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Liquidity facilities




|                                    |                                                                                 |            |        |      |             |  |       |                 |  |  |            |     |  |      |       |      |      |  |        |      |  |  |        |      |  |  |        |      |  |  |       |      | 
|----------------------------------- | ------------------------------------------------------------------------------- | ---------- | ------ | ---- | ----------- |  | ----- | --------------- |  |  | ---------- | --- |  | ---- | ----- | ---- | ---- |  | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- |  |  | ----- | ---- | 
|                                    |                                                                                 |            |        |      |             |  |       | Unused          | 
|                                    |                                                                                 | Committed  |        |      | Uncommitted |  |       | Total liquidity |  |  | liquidity  |    
|                                    |                                                                                 | facilities |        |      | facilities  |  |       | facilities      |  |  | facilities |    
|                                    |                                                                                 |            |        |      |             |  |       |                 |  |  |            |    
|December 31, (in billions)          |                                                                                 | 2005       |        |      | 2004        |  |       | 2005            |  |  | 2004       |     |  | 2005 |       |      | 2004 |  |        | 2005 |  |  | 2004   |     
|                                    |                                                                                
|Automotive operations:              |                                                                                 |            |        |      |             |  |       |                 |  |  |            |     |  |      |       |      |      |  |        |      |  |  |        |      |  |  |        |      |  |  |       |     
|                                    | Syndicated multicurrency global credit facility (a)                             |            |        | $7.4 |             |  |       | $8.9            |  |  |            | $  |  |      |       | $   |      |  |        | $7.4 |  |  |        | $8.9 |  |  |        | $7.4 |  |  |       | $8.9 | 
|Mortgage operations (b)             |                                                                                 |            | 3.9    |      |             |  |      |                 |  |  | 3.6        |     |  |      | 7.6   |      |      |  | 7.5    |      |  |  | 7.6    |      |  |  | 4.4    |      |  |  | 3.9   |     
|Other:                              |                                                                                 |            |        |      |             |  |       |                 |  |  |            |     |  |      |       |      |      |  |        |      |  |  |        |      |  |  |        |      |  |  |       |     
|                                    | U.S. asset-backed commercial paper liquidity and
    receivables facilities (c) |            |        | 21.5 |             |  |       | 22.9            |  |  |            |    |  |      |       |     |      |  |        | 21.5 |  |  |        | 22.9 |  |  |        | 21.5 |  |  |       | 22.9 | 
|                                    | Other foreign facilities (d)                                                    |            |        | 3.1  |             |  |       | 5.0             |  |  |            | 7.5 |  |      |       | 15.0 |      |  |        | 10.6 |  |  |        | 20.0 |  |  |        | 2.0  |  |  |       | 8.4  | 
|                                   
|Total bank liquidity facilities (e) |                                                                                 |            | 35.9   |      |             |  | 36.8  |                 |  |  | 11.1       |     |  |      | 22.6  |      |      |  | 47.0   |      |  |  | 59.4   |      |  |  | 35.3   |      |  |  | 44.1  |     
|                                   
|Secured funding facilities (f)      |                                                                                 |            | 114.9  |      |             |  | 47.3  |                 |  |  | 11.9       |     |  |      | 12.0  |      |      |  | 126.8  |      |  |  | 59.3   |      |  |  | 87.7   |      |  |  | 30.9  |     
|                                   
|Total                               |                                                                                 |            | $150.8 |      |             |  | $84.1 |                 |  |  | $23.0      |     |  |      | $34.6 |      |      |  | $173.8 |      |  |  | $118.7 |      |  |  | $123.0 |      |  |  | $75.0 |     
|                                   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The entire $7.4 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, an
    $875 million syndication line of credit committed through
    July 2008 and $875 million syndicated line of credit
    committed through July 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(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
    December 31, 2005, NCAT commercial paper outstanding
    of $10.9, which is not consolidated in our Consolidated Balance
    Sheet. At December 31, 2005, MINT had commercial paper
    outstanding of $2.0, which is reflected as secured debt in our
    Consolidated Balance Sheet.
|(d) | Consists primarily of credit facilities supporting operations in
    Canada, Europe, Latin America and Asia-Pacific.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(e) | The decline in total bank liquidity facilities from
    December 31, 2004 to December 31, 2005, is
    primarily the result of (i) reductions by facility
    providers in response to the series of credit ratings actions
    taken by rating agencies on our unsecured debt ratings and
    (ii) the strengthening of the U.S. dollar during 2005.                                                                                                                                                                                                                                                                                                                                                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | 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 $64 of retail
    automotive receivables to third-party purchasers through 2010.

364-day 364-day


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| |    |  |  |                                                              
| | -- |  |  | -------------------------------------------------------------
|
| | 14 |  |  | Reserves for Insurance Losses and Loss
    Adjustment Expense



|                                 |                 |      |        |        |      |   |        |        |   |   |        |        |  
|-------------------------------- | --------------- | ---- | ------ | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|Year ended December 31,          |                 |      |        |        |      |  
|($ in millions)                  |                 | 2005 |        |        | 2004 |   |        | 2003   |  
|                                 |                
|Balance at beginning of year     |                 | $    | 2,505  |        |      | $ | 2,340  |        |   | $ | 2,140  |       
|Reinsurance recoverables         |                 |      | (775   | )      |      |   | (871   | )      |   |   | (812   | )     
|                                
|Net balance at beginning of year |                 |      | 1,730  |        |      |   | 1,469  |        |   |   | 1,328  |       
|Incurred related to              |                 |      |        |        |      |   |        |        |   |   |        |       
|                                 | Current year    |      |        | 2,471  |      |   |        | 2,344  |   |   |        | 2,252  |  
|                                 | Prior years (a) |      |        | (116   | )    |   |        | 27     |   |   |        | 36     |  
|                                
|Total incurred (b)               |                 |      | 2,355  |        |      |   | 2,371  |        |   |   | 2,288  |       
|Paid related to                  |                 |      |        |        |      |   |        |        |   |   |        |       
|                                 | Current year    |      |        | (1,682 | )    |   |        | (1,567 | ) |   |        | (1,579 | )
|                                 | Prior years     |      |        | (619   | )    |   |        | (558   | ) |   |        | (582   | )
|                                
|Total paid                       |                 |      | (2,301 | )      |      |   | (2,125 | )      |   |   | (2,161 | )     
|Other (c)                        |                 |      | (12    | )      |      |   | 15     |        |   |   | 14     |       
|                                
|Net balance at end of year (d)   |                 |      | 1,772  |        |      |   | 1,730  |        |   |   | 1,469  |       
|Reinsurance recoverables         |                 |      | 762    |        |      |   | 775    |        |   |   | 871    |       
|                                
|Balance at end of year           |                 | $    | 2,534  |        |      | $ | 2,505  |        |   | $ | 2,340  |       
|                                

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Incurred losses and loss adjustment expenses during 2005 related
    to events of prior year are attributable to decreases in reserve
    estimates primarily for private passenger auto in both the
    United States and internationally and certain reinsurance
    coverages, which are based on additional knowledge available to
    us during 2005. During 2004, incurred losses related to events
    of prior years are attributed to changes in reserve estimates
    for claims, which are based on additional knowledge available to
    us during 2004. In addition, also includes $29 related to
    reinsurance agreements we decided to commute during 2004. During
    2003, incurred losses related to events of prior year are
    attributed to the development of additional information
    indicating probable additional ultimate losses on U.S. assumed
    auto reinsurance and U.S. direct auto business.
|(b) | Reflected net of reinsurance recoveries totaling $342, $312 and
    $374 for the years ended December 31, 2005, 2004 and
    2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | Effects of exchange rate changes for the years ended
    December 31, 2005, 2004 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | Includes exposure to asbestos and environmental claims from the
    reinsurance of general liability, commercial multiple peril,
    homeowners and workers compensation claims. Reported claim
    activity to date has not been significant. Net reserves for loss
    and loss adjustment expenses for such matters were $6, $8 and
    $10 at December 31, 2005, 2004 and 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |    |  |  |                                           
| | -- |  |  | ------------------------------------------
|
| | 15 |  |  | Accrued Expenses and Other
    Liabilities



|                                                       |            |      |         |        |      |  |         |        | 
|------------------------------------------------------ | ---------- | ---- | ------- | ------ | ---- |  | ------- | ------ | 
|December 31, ($ in millions)                           |            | 2005 |         |        | 2004 | 
|                                                       |           
|Deposits                                               |            |      |         |        |      |  |         |       
|                                                       | Consumer   |      |         | $4,574 |      |  |         | $2,909 | 
|                                                       | Commercial |      |         | 2,437  |      |  |         | 3,248  | 
|Fair value of derivative contracts in payable position |            |      | 2,444   |        |      |  | 953     |       
|Employee compensation and benefits                     |            |      | 1,574   |        |      |  | 1,790   |       
|Mortgage escrow deposits                               |            |      | 1,356   |        |      |  | 1,321   |       
|Factored client payables                               |            |      | 819     |        |      |  | 1,430   |       
|Securitization trustee payable                         |            |      | 703     |        |      |  | 514     |       
|GM payable, net                                        |            |      | 152     |        |      |  | 200     |       
|Taxes payable                                          |            |      |        |        |      |  | 58      |       
|Accounts payable and other liabilities                 |            |      | 4,322   |        |      |  | 5,959   |       
|                                                      
|Total accrued expenses and other liabilities (a)       |            |      | $18,381 |        |      |  | $18,382 |       
|                                                      

|    |                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2005, $6,756 in Commercial Mortgage accrued
    expenses and other liabilities were transferred to liabilities
    related to reporting segment held for sale in our Consolidated
    Balance Sheet. Refer to Note 1 to our Consolidated
    Financial Statements for further details.

| |    |  |  |                                                  
| | -- |  |  | -------------------------------------------------
|
| | 16 |  |  | Derivative Instruments and Hedging
    Activities





97



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Fair Value Hedges






|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Debt obligations  Interest rate swaps are used
    to modify our exposure to interest rate risk by converting fixed
    rate debt to a floating rate. Generally, individual swaps are
    designated as hedges of specific debt at the time of issuance
    with the terms of the swap matching the terms of the underlying
    debt. As the terms of the swap are designed to match the terms
    of the debt, the vast majority of our interest rate swaps
    receive short-cut treatment under SFAS 133, resulting in no
    hedge ineffectiveness. However, certain of our fair value hedges
    of debt do not receive short-cut treatment, because of
    differences in option features between the interest rate swap
    and the companion debt, in which case, hedge ineffectiveness is
    measured based on the difference in the fair value movement of
    the swap and the related debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| | Mortgage servicing rights  In determining the
    portion of mortgage servicing rights to hedge, we take into
    account both natural offsets from mortgage loan production and
    any available for sale investment securities (e.g.,
    U.S. Treasury notes) used to manage the interest rate risk
    inherent in mortgage servicing rights. Derivative financial
    instruments approved for use under our risk management program
    include: call and put options on treasuries or swaps;
    mortgage-backed security futures, treasury futures and LIBOR
    futures; interest rate caps and floors; swaptions; and swaps. We
    designate a fair value hedging relationship for derivative
    financial instruments used to hedge the change in the fair value
    of mortgage servicing rights. For purposes of hedge designation,
    the loans underlying the mortgage servicing rights asset are
    aggregated into groups of similar assets. In doing so,
    management considers characteristics such as loan type, interest
    rate type (i.e., fixed or variable), coupon interest rate
    (for fixed) and scheduled maturity. If the changes in the
    fair value of the hedged mortgage servicing rights are highly
    correlated to changes in the fair value of the derivative
    financial instruments, the hedged mortgage servicing rights are
    adjusted for the change in fair value of the risk being hedged,
    and the resultant gain or loss is recorded in our Consolidated
    Statement of Income. We close hedge periods based upon
    derivative rebalancing or interest rate moves, which resulted in
    hedge periods closing on average every two business days during
    2005. Effectiveness is assessed using historical hedge period
    data. We measure hedge effectiveness employing a
    statistical-based approach, which must meet threshold for
    R-squared, slope and
    F-statistic.
| 
| | Loans held for sale  We use derivative
    financial instruments to hedge exposure to risk associated with
    our mortgage loans held for sale. After loans are funded, they
    are generally sold into the secondary market to various
    investors, often as mortgage-backed securities sponsored by
    Fannie Mae, Freddie Mac or Ginnie Mae. Mortgage loans
    that are not eligible for agency sponsored securitization are
    sold through public or private securitization transactions or in
    whole loan sales. The primary risk associated with closed loans
    awaiting sale is a change in the fair value of the loans due to
    fluctuations in interest rates. Our primary strategies to
    protect against this risk are selling loans or mortgage-backed
    securities forward to investors using mandatory and optional
    forward commitments and the use of interest rate swaps. Hedge
    periods are closed daily, representative of daily hedge
    portfolio rebalancing due to new loan fundings and sales.
    Effectiveness is measured using historical daily hedge period
    data. We measure hedge effectiveness employing a
    statistical-based approach, which must meet thresholds for
    R-squared, slope, and
    F-statistic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Cash Flow Hedges






Economic Hedges not Designated as Accounting Hedges




98



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##### Table of Contents















|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Off-balance sheet securitization activities 
    We enter into interest rate swaps to facilitate securitization
    transactions where the underlying receivables are sold to a
    non-consolidated
    qualified special purpose entity (QSPE). As the underlying
    assets are carried in a
    non-consolidated
    entity, the interest rate swaps do not qualify for hedge
    accounting treatment. The use of swaps enables efficient
    execution of the securitization transaction as it allows the
    QSPE to issue asset-backed securities with different
    characteristics than the underlying assets.
| 
| | Foreign currency debt  We have elected not to
    treat currency swaps that are used to convert foreign
    denominated debt back into the functional currency at a floating
    rate as hedges for accounting purposes. While these currency
    swaps are similar to the foreign currency cash flow hedges
    described in the foregoing, we have not designated them as
    hedges as the changes in the fair values of the currency swaps
    are substantially offset by the foreign currency revaluation
    gains and losses of the underlying debt.                                                            
| 
| | Mortgage related securities  We use interest
    rate options, futures, swaps, caps and floors to mitigate risk
    related to mortgage related securities classified as trading.                                                                                                                                                                                                                                                                                                                                                                                                                                       



|                                              |                                              |                      |       |      |      |   |      |      |     |   |                                 |     |      |   |                               |                        
|--------------------------------------------- | -------------------------------------------- | -------------------- | ----- | ---- | ---- | - | ---- | ---- | --- | - | ------------------------------- | --- | ---- | - | ----------------------------- | -----------------------
|Year ended December 31, ($ in millions)       |                                              | 2005                 |       |      | 2004 |   |      | 2003 |     |   | Income Statement Classification
|                                             
|Fair value hedge ineffectiveness gain (loss): |                                              |                      |       |      |      |   |      |      |     |   |                                 |     |      |  
|                                              | Debt obligations                             |                      |       | $6   |      |   |      | $46  |     |   |                                 | $45 |      |   | Interest and discount expense
|                                              | Mortgage servicing rights                    |                      |       | 57   |      |   |      | 70   |     |   |                                 | 348 |      |   | Mortgage banking income      
|                                              | Loans held for sale                          |                      |       | (29  | )    |   |      | (12  | )   |   |                                 | (2  | )    |   | Mortgage banking income      
|Cash flow hedges ineffectiveness gain (loss): |                                              |                      |       |      |      |   |      |      |     |   |                                 |     |      |  
|                                              | Debt obligations                             |                      |       | 3    |      |   |      | (19  | )   |   |                                 | (1  | )    |   | Interest and discount expense
|Economic hedge change in fair value:          |                                              |                      |       |      |      |   |      |      |     |   |                                 |     |      |  
|                                              | Off-balance sheet securitization activities: |                      |       |      |      |   |      |      |     |   |                                 |     |      |   |                              
|                                              |                                              | Financing operations |       |      | (36  | ) |      |      | (26 | ) |                                 |     | (102 | ) |                               | Other income           
|                                              |                                              | Mortgage operations  |       |      | 1    |   |      |      | (18 | ) |                                 |     | 254  |   |                               | Mortgage banking income
|                                              | Foreign currency debt (a)                    |                      |       | (202 | )    |   |      | 44   |     |   |                                 | 87  |      |   | Interest and discount expense
|                                              | Loans held for sale or investment            |                      |       | 59   |      |   |      | (60  | )   |   |                                 | (86 | )    |   | Mortgage banking income      
|                                              | Mortgage servicing rights                    |                      |       | (55  | )    |   |      | (7   | )   |   |                                 | (16 | )    |   | Mortgage banking income      
|                                              | Mortgage related securities                  |                      |       | (42  | )    |   |      | (95  | )   |   |                                 | (13 | )    |   | Investment income            
|                                              | Other                                        |                      |       | (11  | )    |   |      | (18  | )   |   |                                 | 19  |      |   | Other income                 
|                                              |                                              |                     
|Total gain (loss)                             |                                              |                      | ($249 | )    |      |   | ($95 | )    |     |   | $533                            |     |      |  
|                                             

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



|                                                                               |  |      |     |  |      |  |      |      |  |  |      |  
|------------------------------------------------------------------------------ |  | ---- | --- |  | ---- |  | ---- | ---- |  |  | ---- | -
|Year ended December 31, ($ in millions)                                        |  | 2005 |     |  | 2004 |  |      | 2003 | 
|                                                                               | 
|Net gain on fair value hedges excluded from assessment of
    effectiveness    |  |      | $59 |  |      |  | $180 |      |  |  | $175 |  
|Expected reclassifications from other comprehensive income to
    earnings (a) |  |      | 12  |  |      |  | (1   | )    |  |  | (1   | )
|                                                                              

|    |                                            
|--- | -------------------------------------------
|(a) | Estimated to occur over the next 12 months.



99



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| |    |  |  |                                              
| | -- |  |  | ---------------------------------------------
| | 17 |  |  | Pension and Other Postretirement
    Benefits

Pension


pro-rata 10-K.




|                                        |                                 |            |      |     |           |  |            |           |   |      |            |   |  |           |            |     |         |  |     |     |   |  |     |    |  
|--------------------------------------- | ------------------------------- | ---------- | ---- | --- | --------- |  | ---------- | --------- | - | ---- | ---------- | - |  | --------- | ---------- | --- | ------- |  | --- | --- | - |  | --- | -- | -
|                                        |                                 | 2005       |      |     | 2004      | 
|                                        |                                 |            |      |     |           | 
|                                        |                                 | GMAC       |      |     |           |  | Commercial |           |   | GMAC |            |   |  |           | Commercial |    
|                                        |                                 | Mortgage   |      |     | GMAC      |  |            | Finance   |   |      | Mortgage   |   |  | GMAC      |            |     | Finance | 
|Year Ended December 31, ($ in millions) |                                 | Operations |      |     | Insurance |  |            | Group (b) |   |      | Operations |   |  | Insurance |            |     | Group   | 
|                                        |                                
|Benefit obligation                      |                                 |            | $296 |     |           |  | $41        |           |   |      | $14        |   |  |           | $250       |     |         |  | $34 |     |   |  | $23 |   
|Fair value of plan assets               |                                 |            | 265  |     |           |  | 30         |           |   |      | 14         |   |  |           | 211        |     |         |  | 21  |     |   |  | 18  |   
|                                       
|                                        | Funded status                   |            |      | (31 | )         |  |            | (11       | ) |      |            |  |  |           |            | (39 | )       |  |     | (13 | ) |  |     | (5 | )
|                                        | Unrecognized net actuarial gain |            |      | 42  |           |  |            | 7         |   |      |            |  |  |           |            | 39  |         |  |     | 5   |   |  |     |   |  
|                                        | Unrecognized prior service cost |            |      | 1   |           |  |            |          |   |      |            |  |  |           |            | 1   |         |  |     |    |   |  |     |   |  
|                                        | Net transition obligation       |            |      |    |           |  |            |          |   |      |            |  |  |           |            |    |         |  |     |    |   |  |     |   |  
|                                       
|Accrued benefit cost                    |                                 |            | $12  |     |           |  | ($4        | )         |   |      | $         |   |  |           | $1         |     |         |  | ($8 | )   |   |  | ($5 | ) 
|                                       
|Net pension expense (a)                 |                                 |            | $23  |     |           |  | $4         |           |   |      | $1         |   |  |           | $34        |     |         |  | $5  |     |   |  | $5  |   
|                                       

|    |                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Net pension expense for year ended December 31, 2003,
    totaled $26, $4 and $5 for GMAC Mortgage operations, GMAC
    Insurance and Commercial Finance Group, respectively.                       
|(b) | GMAC Commercial Finance terminated the GMAC Commercial Credit
    LLC U.S. Retirement Plan during 2005, resulting in an
    extinguishment of approximately $11 million in accumulated
    benefits.





|                               |  |      |       |  |      |  |       | 
|------------------------------ |  | ---- | ----- |  | ---- |  | ----- | 
|Year Ended December 31,        |  | 2005 |       |  | 2004 | 
|                               | 
|Discount rate                  |  |      | 5.71% |  |      |  | 6.02% | 
|Expected return on plan assets |  |      | 8.61% |  |      |  | 8.67% | 
|Rate of compensation increase  |  |      | 4.66% |  |      |  | 5.27% | 
|                              

Other Postretirement Benefits




100



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| |    |  |  |             
| | -- |  |  | ------------
| | 18 |  |  | Income Taxes



|                                        |                 |      |        |      |      |  |        |        |   |  |        |        |  
|--------------------------------------- | --------------- | ---- | ------ | ---- | ---- |  | ------ | ------ | - |  | ------ | ------ | -
|Year ended December 31, ($ in millions) |                 | 2005 |        |      | 2004 |  |        | 2003   |  
|                                        |                
|Current income tax expense              |                 |      |        |      |      |  |        |        |   |  |        |       
|                                        | U.S. federal    |      |        | $616 |      |  |        | $1,518 |   |  |        | $1,411 |  
|                                        | Foreign         |      |        | 52   |      |  |        | 128    |   |  |        | 161    |  
|                                        | State and local |      |        | 29   |      |  |        | (37    | ) |  |        | 351    |  
|                                       
|Total current expense                   |                 |      | 697    |      |      |  | 1,609  |        |   |  | 1,923  |       
|                                       
|Deferred income tax expense             |                 |      |        |      |      |  |        |        |   |  |        |       
|                                        | U.S. federal    |      |        | 168  |      |  |        | (466   | ) |  |        | (196   | )
|                                        | Foreign         |      |        | 271  |      |  |        | 142    |   |  |        | 63     |  
|                                        | State and local |      |        | 69   |      |  |        | 149    |   |  |        | (199   | )
|                                       
|Total deferred expense                  |                 |      | 508    |      |      |  | (175   | )      |   |  | (332   | )     
|                                       
|Total income tax expense                |                 |      | $1,205 |      |      |  | $1,434 |        |   |  | $1,591 |       
|                                       



|                                   |                                                                 |      |      |      |      |  |      |      |   |  |      |      |  
|---------------------------------- | --------------------------------------------------------------- | ---- | ---- | ---- | ---- |  | ---- | ---- | - |  | ---- | ---- | -
|Year ended December 31,            |                                                                 | 2005 |      |      | 2004 |  |      | 2003 |  
|                                   |                                                                
|Statutory U.S. federal tax rate    |                                                                 |      | 35.0 | %    |      |  | 35.0 | %    |   |  | 35.0 | %   
|Change in tax rate resulting from: |                                                                 |      |      |      |      |  |      |      |   |  |      |     
|                                   | State and local income taxes, net of federal income tax benefit |      |      | 2.0  |      |  |      | 2.7  |   |  |      | 2.3  |  
|                                   | Tax-exempt income                                               |      |      | (1.1 | )    |  |      | (0.8 | ) |  |      | (0.7 | )
|                                   | Foreign income tax rate differential                            |      |      | (1.8 | )    |  |      | (1.3 | ) |  |      | (0.2 | )
|                                   | Other                                                           |      |      | (0.6 | )    |  |      | (2.6 | ) |  |      | (0.1 | )
|                                  
|Effective tax rate                 |                                                                 |      | 33.5 | %    |      |  | 33.0 | %    |   |  | 36.3 | %   
|                                  



|                               |                                        |      |        |        |      |  |        |        |  
|------------------------------ | -------------------------------------- | ---- | ------ | ------ | ---- |  | ------ | ------ | -
|December 31, ($ in millions)   |                                        | 2005 |        |        | 2004 | 
|                               |                                       
|Deferred tax liabilities       |                                        |      |        |        |      |  |        |       
|                               | Lease transactions                     |      |        | $4,020 |      |  |        | $3,416 |  
|                               | Mortgage servicing rights              |      |        | 857    |      |  |        | 669    |  
|                               | Deferred acquisition costs             |      |        | 676    |      |  |        | 580    |  
|                               | Debt issuance costs                    |      |        | 316    |      |  |        | 327    |  
|                               | Unrealized gains on securities         |      |        | 277    |      |  |        | 333    |  
|                               | State and local taxes                  |      |        | 118    |      |  |        | 116    |  
|                               | Hedging transactions                   |      |        | 61     |      |  |        | 319    |  
|                               | Other                                  |      |        | 91     |      |  |        | 129    |  
|                              
|Gross deferred tax liabilities |                                        |      | 6,416  |        |      |  | 5,889  |       
|                              
|Deferred tax assets            |                                        |      |        |        |      |  |        |       
|                               | Provisions for credit losses           |      |        | 809    |      |  |        | 958    |  
|                               | Sales of finance receivables and loans |      |        | 327    |      |  |        | 314    |  
|                               | Postretirement benefits                |      |        | 301    |      |  |        | 288    |  
|                               | Unearned insurance premiums            |      |        | 297    |      |  |        | 278    |  
|                               | Goodwill                               |      |        | 102    |      |  |        | (127   | )
|                               | Loss carryforwards                     |      |        | 54     |      |  |        | 64     |  
|                               | Other                                  |      |        | 162    |      |  |        | 360    |  
|                              
|Gross deferred tax assets      |                                        |      | 2,052  |        |      |  | 2,135  |       
|                              
|Net deferred tax liability(a)  |                                        |      | $4,364 |        |      |  | $3,754 |       
|                              

|    |                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | GMAC Commercial Mortgage $169 million net deferred tax
    asset was transferred to liabilities related to reporting
    segment held for sale in our Consolidated Balance Sheet, as of
    December 31, 2005.







101



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| |    |  |  |                             
| | -- |  |  | ----------------------------
| | 19 |  |  | Transactions with Affiliates



Balance Sheet




|                                                          |                                                    |      |       |        |      |  |       |        |  
|--------------------------------------------------------- | -------------------------------------------------- | ---- | ----- | ------ | ---- |  | ----- | ------ | -
|December 31, ($ in millions)                              |                                                    | 2005 |       |        | 2004 | 
|                                                          |                                                   
|Assets:                                                   |                                                    |      |       |        |      |  |       |       
|Finance receivables and loans, net of unearned income (a) |                                                    |      |       |        |      |  |       |       
|                                                          | Wholesale auto financing                           |      |       | $1,159 |      |  |       | $1,619 |  
|                                                          | Term loans to dealers                              |      |       | 207    |      |  |       | 194    |  
|Investment in operating leases, net (b)                   |                                                    |      | 108   |        |      |  | 121   |       
|Notes receivable from General Motors (c)                  |                                                    |      | 4,565 |        |      |  | 4,921 |       
|Other assets                                              |                                                    |      |       |        |      |  |       |       
|                                                          | Real estate synthetic lease (d)                    |      |       | 1,005  |      |  |       | 969    |  
|                                                          | Receivable related to taxes (due from GM) (e)      |      |       | 690    |      |  |       |       |  
|Liabilities:                                              |                                                    |      |       |        |      |  |       |       
|Unsecured debt                                            |                                                    |      |       |        |      |  |       |       
|                                                          | Notes payable to GM                                |      |       | 1,190  |      |  |       | 1,306  |  
|Accrued expenses and other liabilities (f)                |                                                    |      |       |        |      |  |       |       
|                                                          | Wholesale payable                                  |      |       | 802    |      |  |       | 1,185  |  
|                                                          | Subvention receivables (rate and residual support) |      |       | (133   | )    |  |       | (143   | )
|                                                          | Insurance premium and contract receivable, net     |      |       | (81    | )    |  |       | (113   | )
|                                                          | Lease pull ahead receivable                        |      |       | (189   | )    |  |       | (377   | )
|                                                          | Other                                              |      |       | (246   | )    |  |       | (353   | )
|Stockholders equity:                                     |                                                    |      |       |        |      |  |       |       
|                                                          | Dividends paid (g)                                 |      |       | 2,500  |      |  |       | 1,500  |  
|                                                         

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(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 action, our
    funding of the sale of GM vehicles through the use of overseas
    distributors and amounts related to 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.
|(d) | During 2000 GM entered into a
    16-year lease
    arrangement, 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 outstanding balance for Argonaut
    dealership leases is $35 million and $50 million at
    December 31, 2005 and 2004, respectively.                                                                                                                                                                                                                                                                                                
|(e) | In December GMAC recorded an intercompany tax receivable from GM
    of $690 million. The receivable is comprised of federal net
    operating loss carryforward of $611 million, charitable
    contributions carryforward of $12 million and foreign tax
    credit carryforward of $67 million. 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, other liabilities and debt, respectively.

|    |                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | The 2004 amount represents the total dividend payment to GM, all
    of which was paid during the fourth quarter. The 2005 amount
    represents dividends of $500 in each of the first three
    quarters and $1.0 billion in the fourth quarter.







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|                                                     |                           |      |  |    |      |  |  |    |   |  | 
|---------------------------------------------------- | ------------------------- | ---- |  | -- | ---- |  |  | -- | - |  | 
|Year ended December 31,                              |                           | 2005 |  |    | 2004 |  |  |   
|                                                    
|GM and affiliates rate subvented contracts acquired: |                           |      |  |    |      |  |  |    |   | 
|                                                     | North American operations |      |  | 78 | %    |  |  | 63 | % |  | 
|                                                     | International operations  |      |  | 53 | %    |  |  | 58 | % |  | 
|                                                    



Income Statement




|                                        |                                                          |      |  |      |      |  |  |      |   |  |  |      |  
|--------------------------------------- | -------------------------------------------------------- | ---- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|Year ended December 31, ($ in millions) |                                                          | 2005 |  |      | 2004 |  |  | 2003 |  
|                                        |                                                         
|Net financing revenue:                  |                                                          |      |  |      |      |  |  |      |   |  |  |     
|                                        | GM and affiliates lease residual value support           |      |  | $527 |      |  |  | $560 |   |  |  | $986 |  
|                                        | Wholesale subvention and service fees from GM            |      |  | 159  |      |  |  | 174  |   |  |  | 160  |  
|                                        | Interest paid on loans from GM                           |      |  | (46  | )    |  |  | (45  | ) |  |  | (22  | )
|                                        | Consumer lease payments (a)                              |      |  | 168  |      |  |  | 348  |   |  |  | 225  |  
|                                        | Insurance premiums earned from GM                        |      |  | 339  |      |  |  | 450  |   |  |  | 479  |  
|Other income:                           |                                                          |      |  |      |      |  |  |      |   |  |  |     
|                                        | Interest on notes receivable from GM and affiliates      |      |  | 300  |      |  |  | 153  |   |  |  | 151  |  
|                                        | Interest on wholesale settlements (b)                    |      |  | 150  |      |  |  | 101  |   |  |  | 106  |  
|                                        | Revenues from GM leased properties                       |      |  | 79   |      |  |  | 73   |   |  |  | 58   |  
|Service fee income:                     |                                                          |      |  |      |      |  |  |      |   |  |  |     
|                                        | GMAC of Canada operating lease administration (c)        |      |  | 18   |      |  |  | 28   |   |  |  | 35   |  
|                                        | Rental car repurchases held for resale (d)               |      |  | 22   |      |  |  | 16   |   |  |  | 22   |  
|                                        | Other                                                    |      |  |     |      |  |  |     |   |  |  | 14   |  
|Expense:                                |                                                          |      |  |      |      |  |  |      |   |  |  |     
|                                        | Employee retirement plan costs allocated by GM           |      |  | 147  |      |  |  | 129  |   |  |  | 132  |  
|                                        | Off-lease vehicle selling expense reimbursement (e)      |      |  | (17  | )    |  |  | (51  | ) |  |  | (60  | )
|                                        | Payments to GM for services, rent and marketing expenses |      |  | 132  |      |  |  | 281  |   |  |  | 67   |  
|                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                                        | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | 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. | 
|(b) | 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.                                                                                                                                                            | 
|(c) | GMAC of Canada, Limited administers operating lease receivables
    on behalf of GM of Canada Limited (GMCL) and receives a
    servicing fee, which is included in other income.                                                                                                                                                                                                                      | 
|(d) | We receive a servicing fee from GM related to the resale of
    rental car repurchases.                                                                                                                                                                                                                                                                                                                | 
|(e) | An agreement with GM provides for the reimbursement of certain
    selling expenses incurred by us on
    off-lease vehicles sold
    by GM at auction.                                                                                                                                                                                                                                                | 





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| |    |  |  |                     
| | -- |  |  | --------------------
|
| | 20 |  |  | Comprehensive Income

after-tax


|                                        |                 |                           |      |     |                 |  |       |             |       |  |               |     |  |  |       |      |  
|--------------------------------------- | --------------- | ------------------------- | ---- | --- | --------------- |  | ----- | ----------- | ----- |  | ------------- | --- |  |  | ----- | ---- | -
|                                        |                 |                           |      |     |                 |  |       | Accumulated |      
|                                        |                 | Unrealized gains (losses) |      |     |                 |  |       |             | other | 
|                                        |                 | on investment             |      |     | Translation     |  |       | Cash flow   |       |  | comprehensive |    
|Year ended December 31, ($ in millions) |                 | securities (a)            |      |     | adjustments (b) |  |       | hedges      |       |  | income (loss) |    
|                                       
|Balance at December 31, 2002            |                 |                           | $303 |     |                 |  | ($240 | )           |       |  | ($158         | )   |  |  | ($95  | )   
|                                        | 2003 net change |                           |      | 245 |                 |  |       | 300         |       |  |               | 67  |  |  |       | 612  |  
|                                       
|Balance at December 31, 2003            |                 |                           | 548  |     |                 |  | 60    |             |       |  | (91           | )   |  |  | 517   |     
|                                        | 2004 net change |                           |      | 78  |                 |  |       | 306         |       |  |               | 265 |  |  |       | 649  |  
|                                       
|Balance at December 31, 2004            |                 |                           | 626  |     |                 |  | 366   |             |       |  | 174           |     |  |  | 1,166 |     
|                                        | 2005 net change |                           |      | (89 | )               |  |       | (295        | )     |  |               | 46  |  |  |       | (338 | )
|                                       
|Balance at December 31, 2005            |                 |                           | $537 |     |                 |  | $71   |             |       |  | $220          |     |  |  | $828  |     
|                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Primarily represents the
    after-tax difference
    between the fair value and amortized cost of the available for
    sale securities portfolio.                                                                                                                                                                                                                            
|(b) | Includes after-tax
    gains and losses on foreign currency translation from operations
    for which the functional currency is other than the
    U.S. dollar. Net change amounts are net of a tax benefit
    totaling $35 for the year ended
    December 31, 2005, and tax expense of $104 and $153
    for the years ended December 31, 2004, and 2003,
    respectively.



|                                                                                        |                                                                                                 |      |     |      |      |  |      |      |   |  |     |      | 
|--------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---- | --- | ---- | ---- |  | ---- | ---- | - |  | --- | ---- | 
|Year ended December 31, ($ in millions)                                                 |                                                                                                 | 2005 |     |      | 2004 |  |      | 2003 |  
|                                                                                        |                                                                                                
|Available for sale securities:                                                          |                                                                                                 |      |     |      |      |  |      |      |   |  |     |     
|                                                                                        | Net unrealized gains (losses) arising during the period, net of
    taxes (a)                   |      |     | ($11 | )    |  |      | $125 |   |  |     | $199 | 
|                                                                                        | Reclassification adjustment for net (gains) losses included
    in net income, net of taxes (b) |      |     | (78  | )    |  |      | (47  | ) |  |     | 46   | 
|                                                                                       
|Net change                                                                              |                                                                                                 |      | (89 | )    |      |  | 78   |      |   |  | 245 |     
|                                                                                       
|Cash flow hedges:                                                                       |                                                                                                 |      |     |      |      |  |      |      |   |  |     |     
|                                                                                        | Net unrealized gains on cash flow hedges, net of taxes (c)                                      |      |     | 45   |      |  |      | 264  |   |  |     | 61   | 
|Reclassification adjustment for net losses included in net
    income, net of taxes (d) |                                                                                                 |      | 1   |      |      |  | 1    |      |   |  | 6   |     
|                                                                                       
|Net change                                                                              |                                                                                                 |      | $46 |      |      |  | $265 |      |   |  | $67 |     
|                                                                                       



|    |                                                                                          
|--- | -----------------------------------------------------------------------------------------
|(a) | Net of tax benefit of $6 for 2005, and tax expense of $67 for
    2004 and $109 for 2003.
|(b) | Net of tax expense of $42 for 2005 and $25 for 2004,
    and tax benefit of $25 for 2003.
|(c) | Net of tax expense of $23 for 2005, $142 for 2004 and
    $37 for 2003.                  
|(d) | Net of tax benefit of $1 for 2005, $1 for 2004 and
    $3 for 2003.                      

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| |    |  |  |                                        
| | -- |  |  | ---------------------------------------
| | 21 |  |  | Fair Value of Financial
    Instruments



Investment Securities




Loans Held for Sale




Finance Receivables and Loans, Net




Notes Receivable from GM




Derivative Assets and Liabilities




Debt




Deposits




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Disclosures about Fair Value of Financial Instruments


|                             |                                    |          |  |         |       |  |  |          |  |  |       |         |  |  |  |         | 
|---------------------------- | ---------------------------------- | -------- |  | ------- | ----- |  |  | -------- |  |  | ----- | ------- |  |  |  | ------- | 
|                             |                                    | 2005     |  |         | 2004  | 
|                             |                                    |          |  |         |       | 
|                             |                                    | Carrying |  |         | Fair  |  |  | Carrying |  |  | Fair  |        
|December 31, ($ in millions) |                                    | value    |  |         | value |  |  | value    |  |  | value |        
|                             |                                   
|Financial assets             |                                    |          |  |         |       |  |  |          |  |  |       |         |  |  |  |        
|                             | Investment securities              |          |  | $18,207 |       |  |  | $18,207  |  |  |       | $14,960 |  |  |  | $14,963 | 
|                             | Loans held for sale                |          |  | 21,865  |       |  |  | 21,934   |  |  |       | 19,934  |  |  |  | 20,224  | 
|                             | Finance receivables and loans, net |          |  | 181,869 |       |  |  | 182,166  |  |  |       | 200,237 |  |  |  | 200,464 | 
|                             | Notes receivable from GM           |          |  | 4,565   |       |  |  | 4,565    |  |  |       | 4,921   |  |  |  | 4,915   | 
|                             | Derivative assets                  |          |  | 3,000   |       |  |  | 3,000    |  |  |       | 9,489   |  |  |  | 9,489   | 
|Financial liabilities        |                                    |          |  |         |       |  |  |          |  |  |       |         |  |  |  |        
|                             | Debt (a)                           |          |  | 255,220 |       |  |  | 246,959  |  |  |       | 269,678 |  |  |  | 270,734 | 
|                             | Bank deposits and escrows          |          |  | 5,930   |       |  |  | 5,830    |  |  |       | 4,230   |  |  |  | 4,106   | 
|                             | Derivative liabilities             |          |  | 2,444   |       |  |  | 2,444    |  |  |       | 953     |  |  |  | 953     | 
|                            

|    |                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------
|(a) | Debt includes deferred interest for zero coupon bonds of $813
    and $718 for 2005 and 2004, respectively.



| |    |  |  |                           
| | -- |  |  | --------------------------
|
| | 22 |  |  | Variable Interest Entities



Automotive finance receivables non-consolidated


Mortgage warehouse funding (off-balance (on-balance






Residential mortgage loan alliances GMAC-RFC


106



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Construction and real estate lending




Warehouse lending


Collateralized debt obligations (CDOs)






Interests in real estate partnerships




107



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Accounting for Sales of Real
Estate


New market tax credit funds


108



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| |    |  |  |                                       
| | -- |  |  | --------------------------------------
|
| | 23 |  |  | Segment and Geographic
    Information



Reporting Segments


|                                               |  |                          |          |   |                     |  |         |             |      |  |         |   |  |            |         |   |           |  |         |           |  |  |              |  |  |  |          |   |  |  |          |  
|---------------------------------------------- |  | ------------------------ | -------- | - | ------------------- |  | ------- | ----------- | ---- |  | ------- | - |  | ---------- | ------- | - | --------- |  | ------- | --------- |  |  | ------------ |  |  |  | -------- | - |  |  | -------- | -
|                                               |  | Financing operations (a) |          |   | Mortgage operations |  |         |             |      |  |         |  
|                                               |  |                          |          |   |                     |  |         |             |      |  |         |  
|                                               |  | North                    |          |   |                     |  |         |             | GMAC |  |         |   |  |            |         |  
|Year ended December 31,                        |  | American                 |          |   | International       |  |         | GMAC        |      |  | GMAC-   |   |  | Commercial |         |   |           |  |         |           | 
|($ in millions)                                |  | Operations (b)           |          |   | Operations (b)      |  |         | Residential |      |  | RFC     |   |  | Mortgage   |         |   | Insurance |  |         | Other (c) |  |  | Consolidated | 
|                                               | 
|2005                                           |  |                          |          |   |                     |  |         |             |      |  |         |   |  |            |         |   |           |  |         |           |  |  |              |  |  |  |          |   |  |  |          |  
|Net revenue before provision for credit losses |  |                          | $4,465   |   |                     |  | $1,432  |             |      |  | $38     |   |  |            | $1,329  |   |           |  | $112    |           |  |  | $           |  |  |  | $1,008   |   |  |  | $8,384   |  
|Provision for credit losses                    |  |                          | (313     | ) |                     |  | (102    | )           |      |  | (3      | ) |  |            | (623    | ) |           |  | (40     | )         |  |  |             |  |  |  | (4       | ) |  |  | (1,085   | )
|Other revenue                                  |  |                          | 2,779    |   |                     |  | 844     |             |      |  | 1,908   |   |  |            | 1,573   |   |           |  | 1,283   |           |  |  | 4,259        |  |  |  | (738     | ) |  |  | 11,908   |  
|                                              
|Total net revenue                              |  |                          | 6,931    |   |                     |  | 2,174   |             |      |  | 1,943   |   |  |            | 2,279   |   |           |  | 1,355   |           |  |  | 4,259        |  |  |  | 266      |   |  |  | 19,207   |  
|Goodwill impairment                            |  |                          |         |   |                     |  |        |             |      |  |        |   |  |            |        |   |           |  | 64      |           |  |  |             |  |  |  | 648      |   |  |  | 712      |  
|Noninterest expense                            |  |                          | 5,987    |   |                     |  | 1,608   |             |      |  | 1,421   |   |  |            | 1,183   |   |           |  | 894     |           |  |  | 3,627        |  |  |  | 176      |   |  |  | 14,896   |  
|                                              
|Income before income tax expense               |  |                          | 944      |   |                     |  | 566     |             |      |  | 522     |   |  |            | 1,096   |   |           |  | 397     |           |  |  | 632          |  |  |  | (558     | ) |  |  | 3,599    |  
|Income tax expense (benefit)                   |  |                          | 341      |   |                     |  | 158     |             |      |  | 222     |   |  |            | 381     |   |           |  | 107     |           |  |  | 215          |  |  |  | (219     | ) |  |  | 1,205    |  
|                                              
|Net income (loss)                              |  |                          | $603     |   |                     |  | $408    |             |      |  | $300    |   |  |            | $715    |   |           |  | $290    |           |  |  | $417         |  |  |  | ($339    | ) |  |  | $2,394   |  
|                                              
|Total assets                                   |  |                          | $165,050 |   |                     |  | $30,066 |             |      |  | $23,269 |   |  |            | $93,672 |   |           |  | $19,030 |           |  |  | $12,624      |  |  |  | ($23,195 | ) |  |  | $320,516 |  
|                                              
|2004                                           |  |                          |          |   |                     |  |         |             |      |  |         |   |  |            |         |   |           |  |         |           |  |  |              |  |  |  |          |   |  |  |          |  
|Net revenue before provision for credit losses |  |                          | $5,971   |   |                     |  | $1,505  |             |      |  | $262    |   |  |            | $2,167  |   |           |  | $84     |           |  |  | $           |  |  |  | $817     |   |  |  | $10,806  |  
|Provision for credit losses                    |  |                          | (814     | ) |                     |  | (145    | )           |      |  | 5       |   |  |            | (983    | ) |           |  |        |           |  |  |             |  |  |  | (16      | ) |  |  | (1,953   | )
|Other revenue                                  |  |                          | 2,218    |   |                     |  | 706     |             |      |  | 1,457   |   |  |            | 970     |   |           |  | 1,014   |           |  |  | 3,983        |  |  |  | (534     | ) |  |  | 9,814    |  
|                                              
|Total net revenue                              |  |                          | 7,375    |   |                     |  | 2,066   |             |      |  | 1,724   |   |  |            | 2,154   |   |           |  | 1,098   |           |  |  | 3,983        |  |  |  | 267      |   |  |  | 18,667   |  
|Noninterest expense                            |  |                          | 5,972    |   |                     |  | 1,499   |             |      |  | 1,223   |   |  |            | 1,148   |   |           |  | 823     |           |  |  | 3,497        |  |  |  | 158      |   |  |  | 14,320   |  
|                                              
|Income before income tax expense               |  |                          | 1,403    |   |                     |  | 567     |             |      |  | 501     |   |  |            | 1,006   |   |           |  | 275     |           |  |  | 486          |  |  |  | 109      |   |  |  | 4,347    |  
|Income tax expense                             |  |                          | 409      |   |                     |  | 152     |             |      |  | 226     |   |  |            | 377     |   |           |  | 71      |           |  |  | 157          |  |  |  | 42       |   |  |  | 1,434    |  
|                                              
|Net income                                     |  |                          | $994     |   |                     |  | $415    |             |      |  | $275    |   |  |            | $629    |   |           |  | $204    |           |  |  | $329         |  |  |  | $67      |   |  |  | $2,913   |  
|                                              
|Total assets                                   |  |                          | $192,207 |   |                     |  | $33,495 |             |      |  | $15,235 |   |  |            | $78,706 |   |           |  | $15,670 |           |  |  | $11,744      |  |  |  | ($22,918 | ) |  |  | $324,139 |  
|                                              
|2003                                           |  |                          |          |   |                     |  |         |             |      |  |         |   |  |            |         |   |           |  |         |           |  |  |              |  |  |  |          |   |  |  |          |  
|Net revenue before provision for credit losses |  |                          | $6,597   |   |                     |  | $1,414  |             |      |  | $95     |   |  |            | $1,448  |   |           |  | $225    |           |  |  | $           |  |  |  | $839     |   |  |  | $10,618  |  
|Provision for credit losses                    |  |                          | (1,045   | ) |                     |  | (185    | )           |      |  | (20     | ) |  |            | (420    | ) |           |  | 3       |           |  |  |             |  |  |  | (54      | ) |  |  | (1,721   | )
|Other revenue                                  |  |                          | 2,250    |   |                     |  | 523     |             |      |  | 1,798   |   |  |            | 889     |   |           |  | 1,144   |           |  |  | 3,464        |  |  |  | (546     | ) |  |  | 9,522    |  
|                                              
|Total net revenue                              |  |                          | 7,802    |   |                     |  | 1,752   |             |      |  | 1,873   |   |  |            | 1,917   |   |           |  | 1,372   |           |  |  | 3,464        |  |  |  | 239      |   |  |  | 18,419   |  
|Noninterest expense                            |  |                          | 6,189    |   |                     |  | 1,314   |             |      |  | 1,282   |   |  |            | 1,065   |   |           |  | 858     |           |  |  | 3,186        |  |  |  | 141      |   |  |  | 14,035   |  
|                                              
|Income before income tax expense               |  |                          | 1,613    |   |                     |  | 438     |             |      |  | 591     |   |  |            | 852     |   |           |  | 514     |           |  |  | 278          |  |  |  | 98       |   |  |  | 4,384    |  
|Income tax expense                             |  |                          | 594      |   |                     |  | 159     |             |      |  | 217     |   |  |            | 314     |   |           |  | 172     |           |  |  | 99           |  |  |  | 36       |   |  |  | 1,591    |  
|                                              
|Net income                                     |  |                          | $1,019   |   |                     |  | $279    |             |      |  | $374    |   |  |            | $538    |   |           |  | $342    |           |  |  | $179         |  |  |  | $62      |   |  |  | $2,793   |  
|                                              
|Total assets                                   |  |                          | $191,658 |   |                     |  | $27,105 |             |      |  | $10,205 |   |  |            | $60,084 |   |           |  | $15,193 |           |  |  | $10,340      |  |  |  | ($26,422 | ) |  |  | $288,163 |  
|                                              

|    |                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Financing operations in the MD&A also includes our
    Commercial Finance Group, which is a separate operating segment
    and therefore, is included in Other.                                                                                                                                                                                                                            
|(b) | North American Operations consists of automotive financing in
    the U.S. and Canada. International Operations consists of
    automotive financing and full service leasing in all other
    countries and Puerto Rico.                                                                                                                                                                  
|(c) | Represents our Commercial Finance Group, certain corporate
    activities related to the Mortgage Group, reclassifications and
    eliminations between the reporting segments. At
    December 31, 2005, total assets were $7.0 billion
    for the Commercial Finance Group, $1.7 billion for the
    corporate activities of the Mortgage Group and
    ($31.9) billion in eliminations.

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Geographic Information


|                                        |  |             |         |  |             |               |         |              |  |  |            |  |  |            |        |  |  |  |         | 
|--------------------------------------- |  | ----------- | ------- |  | ----------- | ------------- | ------- | ------------ |  |  | ---------- |  |  | ---------- | ------ |  |  |  | ------- | 
|                                        |  |             |         |  |             | Income before |         |              |  |  | Long-lived | 
|Year ended December 31, ($ in millions) |  | Revenue (a) |         |  | Expense (b) |               |         | income taxes |  |  | Net income |  |  | assets (c) |       
|                                        | 
|2005                                    |  |             |         |  |             |               |         |              |  |  |            |  |  |            |        |  |  |  |         | 
|Canada                                  |  |             | $1,881  |  |             |               | $1,687  |              |  |  | $194       |  |  |            | $108   |  |  |  | $7,784  | 
|Europe                                  |  |             | 2,285   |  |             |               | 1,809   |              |  |  | 476        |  |  |            | 329    |  |  |  | 2,125   | 
|Latin America                           |  |             | 947     |  |             |               | 520     |              |  |  | 427        |  |  |            | 330    |  |  |  | 115     | 
|Asia-Pacific                            |  |             | 302     |  |             |               | 198     |              |  |  | 104        |  |  |            | 74     |  |  |  | 201     | 
|                                       
|Total foreign                           |  |             | 5,415   |  |             |               | 4,214   |              |  |  | 1,201      |  |  |            | 841    |  |  |  | 10,225  | 
|Total domestic                          |  |             | 13,792  |  |             |               | 11,394  |              |  |  | 2,398      |  |  |            | 1,553  |  |  |  | 22,740  | 
|                                       
|Total                                   |  |             | $19,207 |  |             |               | $15,608 |              |  |  | $3,599     |  |  |            | $2,394 |  |  |  | $32,965 | 
|                                       
|2004                                    |  |             |         |  |             |               |         |              |  |  |            |  |  |            |        |  |  |  |         | 
|Canada                                  |  |             | $1,552  |  |             |               | $1,258  |              |  |  | $294       |  |  |            | $194   |  |  |  | $5,908  | 
|Europe                                  |  |             | 2,127   |  |             |               | 1,713   |              |  |  | 414        |  |  |            | 305    |  |  |  | 2,193   | 
|Latin America                           |  |             | 768     |  |             |               | 456     |              |  |  | 312        |  |  |            | 226    |  |  |  | 86      | 
|Asia-Pacific                            |  |             | 309     |  |             |               | 187     |              |  |  | 122        |  |  |            | 95     |  |  |  | 265     | 
|                                       
|Total foreign                           |  |             | 4,756   |  |             |               | 3,614   |              |  |  | 1,142      |  |  |            | 820    |  |  |  | 8,452   | 
|Total domestic                          |  |             | 13,911  |  |             |               | 10,706  |              |  |  | 3,205      |  |  |            | 2,093  |  |  |  | 19,475  | 
|                                       
|Total                                   |  |             | $18,667 |  |             |               | $14,320 |              |  |  | $4,347     |  |  |            | $2,913 |  |  |  | $27,927 | 
|                                       
|2003                                    |  |             |         |  |             |               |         |              |  |  |            |  |  |            |        |  |  |  |         | 
|Canada                                  |  |             | $1,189  |  |             |               | $966    |              |  |  | $223       |  |  |            | $159   |  |  |  | $4,464  | 
|Europe                                  |  |             | 1,800   |  |             |               | 1,465   |              |  |  | 335        |  |  |            | 209    |  |  |  | 1,929   | 
|Latin America                           |  |             | 603     |  |             |               | 356     |              |  |  | 247        |  |  |            | 170    |  |  |  | 61      | 
|Asia-Pacific                            |  |             | 365     |  |             |               | 258     |              |  |  | 107        |  |  |            | 103    |  |  |  | 224     | 
|                                       
|Total foreign                           |  |             | 3,957   |  |             |               | 3,045   |              |  |  | 912        |  |  |            | 641    |  |  |  | 6,678   | 
|Total domestic                          |  |             | 14,462  |  |             |               | 10,990  |              |  |  | 3,472      |  |  |            | 2,152  |  |  |  | 19,085  | 
|                                       
|Total                                   |  |             | $18,419 |  |             |               | $14,035 |              |  |  | $4,384     |  |  |            | $2,793 |  |  |  | $25,763 | 
|                                       

|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Revenue consists of total net revenue as presented in our
    Consolidated Statement of Income.                                                                                                                                                                                                                                       
|(b) | Expense is composed of total expense as presented in our
    Consolidated Statement of Income.                                                                                                                                                                                                                                        
|(c) | Primarily consists of net operating leases assets and net
    property and equipment. At December 31, 2005,
    $76 million of GMAC Commercial Mortgage long-lived assets
    were transferred to reporting segment held for sale in our
    Consolidated Balance Sheet. Refer to Note 1 to our
    Consolidated Financial Statements.

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| |    |  |  |                                                           
| | -- |  |  | ----------------------------------------------------------
|
| | 24 |  |  | Guarantees, Commitments, Contingencies
    and Other Risks

Guarantees




|                                             |                                        |                   |       |                |              |  |    |                   |                |  |              |       |  |  |    |    | 
|-------------------------------------------- | -------------------------------------- | ----------------- | ----- | -------------- | ------------ |  | -- | ----------------- | -------------- |  | ------------ | ----- |  |  | -- | -- | 
|                                             |                                        | 2005              |       |                | 2004         | 
|                                             |                                        |                   |       |                |              | 
|                                             |                                        |                   |       | Carrying value |              |  |    |                   | Carrying value | 
|December 31, ($ in millions)                 |                                        | Maximum liability |       |                | of liability |  |    | Maximum liability |                |  | of liability |      
|                                             |                                       
|Agency/construction lending                  |                                        |                   | $847  |                |              |  | $2 |                   |                |  | $964         |       |  |  | $3 |   
|Standby letters of credit                    |                                        |                   | 135   |                |              |  | 3  |                   |                |  | 231          |       |  |  | 1  |   
|Securitization and sales:                    |                                        |                   |       |                |              |  |    |                   |                |  |              |       |  |  |    |   
|                                             | Agency/loans sold with recourse        |                   |       | 977            |              |  |    | 19                |                |  |              | 648   |  |  |    | 6  | 
|                                             | Commercial mortgage securitizations    |                   |       | 1,136          |              |  |    |                  |                |  |              | 1,210 |  |  |    | 1  | 
|                                             | HLTV and international securitizations |                   |       | 205            |              |  |    | 1                 |                |  |              | 450   |  |  |    | 11 | 
|                                             | Mortgage-related securities            |                   |       |               |              |  |    |                  |                |  |              | 31    |  |  |    | 29 | 
|Agency loan program                          |                                        |                   | 6,196 |                |              |  |   |                   |                |  | 4,711        |       |  |  |   |   
|Guarantees for repayment of third-party debt |                                        |                   | 393   |                |              |  |   |                   |                |  | 212          |       |  |  | 3  |   
|Repurchase guarantees                        |                                        |                   | 256   |                |              |  |   |                   |                |  |             |       |  |  |   |   
|Other guarantees                             |                                        |                   | 108   |                |              |  | 3  |                   |                |  | 136          |       |  |  |   |   
|                                            

Agency/construction lending


Standby letters of credit


Agency/loans sold with recourse


Commercial mortgage securitizations


High loan-to-value
(HLTV) and international securitizations


111



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Mortgage-related securities


Agency loan program


Guarantees for repayment of third-party debt




Repurchase guarantees


Other guarantees






112



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Commitments


Financing Commitments




|                                             |                                                        |          |        |         |          |  |   |          |  |  |          |     |   |          |        |         |          |  |   |    |  |  |   |      |  
|-------------------------------------------- | ------------------------------------------------------ | -------- | ------ | ------- | -------- |  | - | -------- |  |  | -------- | --- | - | -------- | ------ | ------- | -------- |  | - | -- |  |  | - | ---- | -
|                                             |                                                        | 2005     |        |         | 2004     | 
|                                             |                                                        |          |        |         |          | 
|                                             |                                                        | Contract |        |         | Gain     |  |   | Loss     |  |  | Contract |     |   | Gain     |        |         | Loss     | 
|December 31, ($ in millions)                 |                                                        | amount   |        |         | position |  |   | position |  |  | amount   |     |   | position |        |         | position | 
|                                             |                                                       
|Commitments to:                              |                                                        |          |        |         |          |  |   |          |  |  |          |     |   |          |        |         |          |  |   |    |  |  |   |     
|                                             | Originate/purchase mortgages or securities (a)         |          |        | $16,560 |          |  |   | $42      |  |  |          | ($4 | ) |          |        | $13,865 |          |  |   | $9 |  |  |   | ($26 | )
|                                             | Sell mortgages or securities (a)                       |          |        | 11,592  |          |  |   | 4        |  |  |          | (28 | ) |          |        | 11,823  |          |  |   | 6  |  |  |   | (10  | )
|                                             | Remit excess cash flows on certain loan portfolios (b) |          |        | 4,305   |          |  |   |         |  |  |          | (39 | ) |          |        | 4,335   |          |  |   | 19 |  |  |   |     |  
|                                             | Fund construction lending (c)                          |          |        | 2,387   |          |  |   |         |  |  |          |    |   |          |        | 2,702   |          |  |   |   |  |  |   |     |  
|                                             | Sell retail automotive receivables (d)                 |          |        | 33,000  |          |  |   |         |  |  |          |    |   |          |        | 2,000   |          |  |   |   |  |  |   |     |  
|                                             | Provide capital to equity method investees (e)         |          |        | 1,038   |          |  |   |         |  |  |          |    |   |          |        | 487     |          |  |   |   |  |  |   |     |  
|Unused mortgage lending commitments (f)      |                                                        |          | 16,097 |         |          |  |  |          |  |  |         |     |   |          | 15,519 |         |          |  |  |    |  |  |  |     
|Unused revolving credit line commitments (g) |                                                        |          | 7,390  |         |          |  |  |          |  |  |         |     |   |          | 6,721  |         |          |  |  |    |  |  |  |     
|                                            

|    |                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The fair value is estimated using published market information
    associated with commitments to sell similar instruments.
    Included as of December 31, 2005 and 2004 are
    commitments accounted for as derivatives with a contract amount
    of $25,670 and $24,832, a gain position of $46 and
    $33 and a loss position of $71 and $35, respectively.
|(b) | Under certain residential mortgage purchase agreements, we are
    committed to remitting to its shared execution partners
    cash flows that exceed a required rate of return less credit
    loss reimbursements to the mortgage originators. This commitment
    is accounted for as a derivative.                                                           
|(c) | We are committed to fund the completion of the development of
    certain lots and model homes up to the amount of the agreed upon
    amount per project.                                                                                                                                                                                                        
|(d) | We have entered into agreements with third-party banks to sell
    automotive retail receivables in which we transfer all credit
    risk to the purchaser (whole loan sales).                                                                                                                                                                                    
|(e) | We are committed to lend equity capital to certain private
    equity funds. The fair value of these commitments is considered
    in the overall valuation of the underlying assets with which
    they are associated.                                                                                                                                          

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(f) | The fair value of these commitments is considered in the overall
    valuation of the related assets.

|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(g) | The unused portions of revolving lines of credit reset at
    prevailing market rates, and as such, approximate market value.



Lease Commitments




|                                        |  |  |      | 
|--------------------------------------- |  |  | ---- | 
|Year ended December 31, ($ in millions) |  | 
|                                        | 
|2006                                    |  |  | $201 | 
|2007                                    |  |  | 171  | 
|2008                                    |  |  | 133  | 
|2009                                    |  |  | 93   | 
|2010                                    |  |  | 68   | 
|2011 and thereafter                     |  |  | 158  | 
|                                       
|Total minimum payment required          |  |  | $824 | 
|                                       



Contractual Commitments


Extended Service and Maintenance Contract
Commitments




|                                        |  |      |        |   |      |  |        |  
|--------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | -
|Year ended December 31, ($ in millions) |  | 2005 |        |   | 2004 | 
|                                        | 
|Balance at beginning of year            |  |      | $2,723 |   |      |  | $2,042 |  
|Written service contract revenue        |  |      | 1,345  |   |      |  | 1,375  |  
|Earned service contract revenue         |  |      | (909   | ) |      |  | (694   | )
|                                       
|Balance at end of year                  |  |      | $3,159 |   |      |  | $2,723 |  
|                                       

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Legal Contingencies






Other Contingencies




Other Risks


Loans Sold with Recourse




|                                                  |                  |      |        |     |      |  |        |     | 
|------------------------------------------------- | ---------------- | ---- | ------ | --- | ---- |  | ------ | --- | 
|December 31, ($ in millions)                      |                  | 2005 |        |     | 2004 | 
|                                                  |                 
|Loans sold with recourse                          |                  |      | $5,622 |     |      |  | $3,449 |    
|Maximum exposure on loans sold with recourse (a): |                  |      |        |     |      |  |        |    
|                                                  | Full exposure    |      |        | 976 |      |  |        | 611 | 
|                                                  | Limited exposure |      |        | 142 |      |  |        | 53  | 
|                                                 
|Total exposure                                    |                  |      | $1,118 |     |      |  | $664   |    
|                                                 

|    |                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Maximum recourse exposure is net of amounts reinsured with third
    parties totaling $1 and $1 at December 31, 2005 and
    2004, respectively. Loss reserves, included in other
    liabilities, related to loans sold with recourse totaled $11 and
    $7 at December 31, 2005 and 2004, respectively.

Concentrations








Credit Concentration


loan-to loan-to


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|                                                                                    |  |                 |         |                  |              |   |        |      |  |   |        |  |  |   |        | 
|----------------------------------------------------------------------------------- |  | --------------- | ------- | ---------------- | ------------ | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                                                                                    |  |                 |         | Unpaid Principal |             
|                                                                                    |  | Loan Production |         |                  | as of        |  
|                                                                                    |  | For the Year    |         |                  | December 31, |  
|                                                                                    |  |                 |         |                  |              |  
|(In millions)                                                                       |  | 2005            |         |                  | 2004         |   |        | 2005 |  |   | 2004   | 
|                                                                                    | 
|Interest only mortgages                                                             |  |                 | $43,298 |                  |              | $ | 15,782 |      |  | $ | 19,361 |  |  | $ | 8,375  | 
|Option adjustable rate mortgages                                                    |  |                 | 5,077   |                  |              |   | 6      |      |  |   | 1,114  |  |  |   | 12     | 
|High loan-to-value (100% or more) mortgages                                         |  |                 | 6,610   |                  |              |   | 9,473  |      |  |   | 13,364 |  |  |   | 15,076 | 
|Below market initial rate (teaser) mortgages                                        |  |                 | 537     |                  |              |   | 638    |      |  |   | 411    |  |  |   | 704    | 
|Mezzanine loans (characterized by high LTV, IO payments, and
    deferred interest) |  |                 | 65      |                  |              |   | 216    |      |  |   | 154    |  |  |   | 142    | 
|                                                                                   



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest-only mortgages  Allow interest-only
    payments for a fixed period of time. At the end of the
    interest-only period, the loan payment includes principal
    payments and increases significantly. The borrowers new
    payment once the loan becomes amortizing (i.e., includes
    principal payments) will be greater than if the borrower had
    been making principal payments since the origination of the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Option adjustable rate mortgages  Permit a
    variety of repayment options. The repayment options include
    minimum, interest-only, fully amortizing 30-year and fully
    amortizing 15-year payments. The minimum payment option sets the
    monthly payment at the initial interest rate for the first year
    of the loan. The interest rate resets after the first year, but
    the borrower can continue to make the minimum payment. The
    interest-only option sets the monthly payment at the amount of
    interest due on the loan. If the interest-only option payment
    would be less than the minimum payment, the interest-only option
    is not available to the borrower. Under the fully amortizing
    30-year and 15-year payment options, the borrowers monthly
    payment is set based on the interest rate, loan balance and
    remaining loan term.
| 
| | High loan-to-value mortgages  Defined as
    first-lien loans with loan-to-value ratios in excess of 100%, or
    second-lien loans that when combined with the underlying
    first-lien mortgage loan result in a loan-to-value ratio in
    excess of 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| 
| | Below market rate mortgages  Contain
    contractual features that limit the initial interest rate to a
    below market interest rate for a specified time period with an
    increase to a market interest rate in a future period. The
    increase to the market interest rate could result in a
    significant increase in the borrowers monthly payment
    amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
| | Mezzanine loans  Represents a hybrid of debt
    and equity financing from our Commercial Mortgage operations.
    Mezzanine financing is typically used to finance the expansion
    of existing companies, and it is basically debt capital that
    gives the lender the rights to convert to an ownership or equity
    interest in the company if the loan is not paid back in time and
    in full. It is generally subordinated to debt provided by senior
    lenders such as banks and venture capital companies.                                                                                                                                                                                                                                                                                                                                                               



Capital Requirements






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| |    |  |  |                  
| | -- |  |  | -----------------
|
| | 25 |  |  | Subsequent Events





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| |                                                           
| | ----------------------------------------------------------
| | Summary of Consolidated Quarterly
    Earnings (unaudited)



|                                             |  |       |        |  |        |  |        |       |  |  |        |  |  |  |        |     |  | 
|-------------------------------------------- |  | ----- | ------ |  | ------ |  | ------ | ----- |  |  | ------ |  |  |  | ------ | --- |  | 
|                                             |  | First |        |  | Second |  |        | Third |  |  | Fourth |  |  | 
|Year ended December 31, 2005 ($ in millions) |  |       |        |  |        |  |        |       |  | 
|                                            
|Total financing revenue                      |  |       | $5,188 |  |        |  | $5,317 |       |  |  | $5,324 |  |  |  | $5,485 |     |  | 
|Interest and discount expense                |  |       | 3,001  |  |        |  | 3,050  |       |  |  | 3,320  |  |  |  | 3,559  |     |  | 
|Provision for credit losses                  |  |       | 329    |  |        |  | 201    |       |  |  | 385    |  |  |  | 170    |     |  | 
|Total net revenue                            |  |       | 4,699  |  |        |  | 4,850  |       |  |  | 4,907  |  |  |  | 4,751  |     |  | 
|Net income                                   |  |       | $728   |  |        |  | $816   |       |  |  | $675   |  |  |  | $175   | (a) |  | 
|                                            

|    |                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Decline in fourth quarter 2005 net income primarily relates to
    goodwill impairments taken at our Commercial Finance 
     Group operating segment and our Commercial Mortgage reporting
    segment. Refer to Note 12 to our Consolidated 
     Financial Statements for further details.

|                                             |  |       |        |  |        |  |        |       |  |  |        |  |  |  |        |  |  | 
|-------------------------------------------- |  | ----- | ------ |  | ------ |  | ------ | ----- |  |  | ------ |  |  |  | ------ |  |  | 
|                                             |  | First |        |  | Second |  |        | Third |  |  | Fourth |  |  | 
|Year ended December 31, 2004 ($ in millions) |  |       |        |  |        |  |        |       |  | 
|                                            
|Total financing revenue                      |  |       | $4,934 |  |        |  | $5,058 |       |  |  | $5,048 |  |  |  | $5,301 |  |  | 
|Interest and discount expense                |  |       | 2,223  |  |        |  | 2,253  |       |  |  | 2,398  |  |  |  | 2,661  |  |  | 
|Provision for credit losses                  |  |       | 484    |  |        |  | 413    |       |  |  | 548    |  |  |  | 508    |  |  | 
|Total net revenue                            |  |       | 4,653  |  |        |  | 4,791  |       |  |  | 4,583  |  |  |  | 4,640  |  |  | 
|Net income                                   |  |       | $764   |  |        |  | $846   |       |  |  | $620   |  |  |  | $683   |  |  | 
|                                            



| |                                                             
| | ------------------------------------------------------------
| | Restatement of Interim Cash Flow
    Information (unaudited)



10-K, Statement of Cash Flows  Exemption of Certain
Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale


10-Q 10-K. 10-Q






|                                                    |                        |      |  |         |      |  |   |         |  
|--------------------------------------------------- | ---------------------- | ---- |  | ------- | ---- |  | - | ------- | -
|Nine Months Ended September 30,                     |                        |      |  |        
|($ in millions)                                     |                        | 2005 |  |         | 2004 | 
|                                                    |                       
|Net cash provided by (used in) operating activities |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | ($220   | )    |  | $ | 8,039   |  
|                                                    | As restated            |      |  | (10,895 | )    |  |   | 5,438   |  
|Net cash provided by (used in) investing activities |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | 4,180   |      |  |   | (20,360 | )
|                                                    | As restated            |      |  | 14,855  |      |  |   | (17,759 | )
|Net cash provided by financing activities           |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | (4,768  | )    |  |   | 18,737  |  
|                                                    | As restated            |      |  | (4,768  | )    |  |   | 18,737  |  
|                                                   

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|                                                    |                        |      |  |        |      |  |   |         |  
|--------------------------------------------------- | ---------------------- | ---- |  | ------ | ---- |  | - | ------- | -
|Six Months Ended June 30,                           |                        | 2005 |  |        | 2004 | 
|($ in millions)                                     |                        |      |  |       
|                                                    |                       
|Net cash provided by (used in) operating activities |                        |      |  |        |      |  |   |        
|                                                    | As previously reported |      |  | $44    |      |  | $ | 5,414   |  
|                                                    | As restated            |      |  | (4,226 | )    |  |   | 4,573   |  
|Net cash provided by (used in) investing activities |                        |      |  |        |      |  |   |        
|                                                    | As previously reported |      |  | 5,202  |      |  |   | (18,664 | )
|                                                    | As restated            |      |  | 9,472  |      |  |   | (17,823 | )
|Net cash provided by financing activities           |                        |      |  |        |      |  |   |        
|                                                    | As previously reported |      |  | (8,112 | )    |  |   | 11,957  |  
|                                                    | As restated            |      |  | (8,112 | )    |  |   | 11,957  |  
|                                                   

|                                                    |                        |      |  |         |      |  |   |         |  
|--------------------------------------------------- | ---------------------- | ---- |  | ------- | ---- |  | - | ------- | -
|Three Months Ended March 31,                        |                        | 2005 |  |         | 2004 | 
|($ in millions)                                     |                        |      |  |        
|                                                    |                       
|Net cash provided by (used in) operating activities |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | ($4,718 | )    |  | $ | 1,674   |  
|                                                    | As restated            |      |  | (6,729  | )    |  |   | 1,111   |  
|Net cash provided by (used in) investing activities |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | 2,515   |      |  |   | (12,600 | )
|                                                    | As restated            |      |  | 4,526   |      |  |   | (12,037 | )
|Net cash provided by financing activities           |                        |      |  |         |      |  |   |        
|                                                    | As previously reported |      |  | (4,379  | )    |  |   | 10,165  |  
|                                                    | As restated            |      |  | (4,379  | )    |  |   | 10,165  |  
|                                                   

10-K 10-K.


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