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UNITED STATES

FORM 10-K/A

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004, 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

(313) 556-5000

Securities registered, pursuant to Section 12(b) of the Act, on the New York Stock Exchange:

Title of each class
8.75% Notes due July 15, 2005		10.30% Deferred Interest Debentures due June 15, 2015
6 5/8% Notes due October 15, 2005		7.30% Public Income NotES (PINES) due March 9, 2031
6 1/8% Notes due January 22, 2008		7.35% Notes due August 8, 2032
8 7/8% Notes due June 1, 2010		7.25% Notes due February 7, 2033
6.00% Debentures due April 1, 2011		7.375% Notes due December 16, 2044
10.00% Deferred Interest Debentures due December 1, 2012

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of December 31, 2004, there were outstanding 10 shares of the issuer’s $.10 par value common stock.

Documents incorporated by reference. None.

Reduced Disclosure Format

The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.

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General Motors Acceptance Corporation (GMAC or the Company) is filing this amendment to Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005 (2004 Form 10-K). The “Reports of Independent Registered Public Accounting Firm,” which appear on pages 53 and 54 of the 2004 Form 10-K, did not include the signature of Deloitte & Touche LLP. At the time of the March 16, 2005 filing of the Form 10-K with the Securities and Exchange Commission, GMAC was in possession of manually-signed copies of the audit opinions, but the signature in typed form was inadvertently omitted from the electronic version. The purpose of this amendment is to file the “Reports of Independent Registered Public Accounting Firm” which include the signatures in typed form.

Except for the amendment described above, this Form 10-K/A does not modify or update other disclosures in, or exhibits to, GMAC’s 2004 Form 10-K. For convenience and ease of reference, this amendment sets forth “Item 8 — Financial Statements and Supplementary Data” from the 2004 Form 10-K in its entirety with the applicable changes. Because this amendment only incorporates the signature in typed form of Deloitte & Touche LLP on the “Reports of Independent Registered Public Accounting Firm,” the dates of all reports and certifications remain as originally filed.

GMAC’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports are available on the Company’s internet website, free of charge, as soon as reasonably practicable after the reports are electronically filed with or furnished to the United States Securities and Exchange Commission (SEC). These reports are available at www.gmacfs.com, under Investment, Financial Statements, and SEC Filings.

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Contents
Part I
Signatures

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				Page
Part I
Item 1.		Business			*
Item 2.		Properties			*
Item 3.		Legal Proceedings			*
Item 4.		Submission of Matters to a Vote of Security Holders			*
Part II
Item 5.		Market for Registrant’s Common Equity and Related Stockholder Matters			*
Item 6.		Selected Financial Data			*
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			*
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			*
Item 8.		Financial Statements and Supplementary Data			1
		Statement of Responsibility for Preparation of Financial Statements			3
		Management’s Report on Internal Control over Financial Reporting			4
		Reports of Independent Registered Public Accounting Firm			5
		Consolidated Statement of Income			7
		Consolidated Balance Sheet			8
		Consolidated Statement of Changes in Stockholder’s Equity			9
		Consolidated Statement of Cash Flows			10
		Notes to Consolidated Financial Statements			11
		Supplementary Financial Data			47
Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			*
Item 9A.		Controls and Procedures			*
Item 9B.		Other Information			*
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			*
Item 13.		Certain Relationships and Related Transactions			*
Item 14.		Principal Accountant Fees and Services			*
Part IV
Item 15.		Exhibits, Financial Statement Schedules			*
Signatures					2
Index of Exhibits					*

* Refer to the 2004 Form 10-K filed on March 16, 2005.

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Item 8. Financial Statements and Supplementary Data

GMAC’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports are available on the Company’s internet website, free of charge, as soon as reasonably practicable after the reports are electronically filed with or furnished to the United States Securities and Exchange Commission (SEC). These reports are available at www.gmacfs.com, under Investment, Financial Statements, and SEC Filings.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 13th day of April, 2005.

	General Motors Acceptance Corporation
	(Registrant)

/s/ SANJIV KHATTRI Sanjiv Khattri Executive Vice President and Principal Financial Officer		/s/ LINDA K. ZUKAUCKAS Linda K. Zukauckas Controller and Principal Accounting Officer

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The Consolidated Financial Statements, Financial Highlights and Management’s Discussion and Analysis of Financial Condition and Results of Operations of General Motors Acceptance Corporation and subsidiaries (GMAC) were prepared by management, who is responsible for their integrity and objectivity. Where applicable, this financial information has been prepared in conformity with the Securities Exchange Act of 1934, as amended, and accounting principles generally accepted in the United States of America. The preparation of this financial information requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. The critical accounting estimates that may involve a higher degree of judgment and complexity are included in Management’s Discussion and Analysis.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated financial statements of GMAC; and their report is included herein. The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The General Motors Board of Directors, through its Audit Committee (composed entirely of independent directors), is responsible for overseeing management’s fulfillment of its responsibilities in the preparation of the consolidated financial statements. The GM Audit Committee annually recommends to the Board of Directors the selection of independent auditors in advance of General Motor’s Annual Meeting of Stockholders and submits the selection for ratification at the Meeting. In addition, the GM Audit Committee reviews the scope of the audits and the accounting principles being applied in financial reporting. The independent auditors, representatives of management, and the internal auditors meet regularly (separately and jointly) with the GM Audit Committee to review the activities of each, and to ensure that each is properly discharging its responsibilities. To reinforce complete independence, Deloitte & Touche LLP has full and free access to meet with the GM Audit Committee without management representatives present, to discuss the results of the audit, the adequacy of internal control, and the quality of financial reporting. Certain aspects of these responsibilities are delegated to GMAC’s Audit Committee, comprised of General Motor’s Chief Financial Officer, Treasurer and President of GM Asset Management.

/s/ ERIC A. FELDSTEIN		/s/ SANJIV KHATTRI
Eric A. Feldstein Chairman March 14, 2005		Sanjiv Khattri Executive Vice President and Chief Financial Officer March 14, 2005

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General Motors Acceptance Corporation’s management is responsible for establishing and maintaining effective internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

Management conducted, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management concluded that as of December 31, 2004, GMAC’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on their assessment, management determined that there were no material weaknesses in the Company’s internal control over financial reporting as of December 31, 2004.

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses unqualified opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004.

/s/ ERIC A. FELDSTEIN		/s/ SANJIV KHATTRI
Eric A. Feldstein Chairman March 14, 2005		Sanjiv Khattri Executive Vice President and Chief Financial Officer March 14, 2005

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We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that General Motors Acceptance Corporation and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of General Motors Acceptance Corporation and subsidiaries as of and for the year ended December 31, 2004. Our report, dated March 14, 2005, expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

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We have audited the accompanying Consolidated Balance Sheet of General Motors Acceptance Corporation and subsidiaries as of December 31, 2004 and 2003, and the related Consolidated Statements of Income, Changes in Stockholder’s Equity and Cash Flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General Motors Acceptance Corporation and subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective July 1, 2003, General Motors Acceptance Corporation and subsidiaries began consolidating certain variable interest entities to conform to Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

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Year ended December 31, (in millions)			2004				2003				2002
Revenue
Consumer				$10,117				$8,479				$6,808
Commercial				2,177				1,950				2,059
Loans held for sale				1,269				1,024				843
Operating leases				6,768				6,807				6,279
	Total revenue			20,331				18,260				15,989
Interest and discount expense				9,535				7,564				6,834
	Net revenue before provision for credit losses			10,796				10,696				9,155
Provision for credit losses				1,944				1,721				2,153
	Net revenue			8,852				8,975				7,002
Insurance premiums and service revenue earned				3,528				3,178				2,678
Mortgage banking income				2,100				2,663				1,788
Investment income				845				631				524
Other income				3,508				3,129				3,531
	Total net revenue			18,833				18,576				15,523
Expense
Depreciation expense on operating lease assets				4,994				5,001				4,470
Compensation and benefits expense				2,916				2,838				2,474
Insurance losses and loss adjustment expenses				2,371				2,288				2,027
Other operating expenses				4,205				4,065				3,611
	Total noninterest expense			14,486				14,192				12,582
Income before income tax expense				4,347				4,384				2,941
Income tax expense				1,434				1,591				1,071
Net income				$2,913				$2,793				$1,870

The Notes to the Consolidated Financial Statements are an integral part of these statements.

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December 31, (in millions)			2004				2003
Assets
Cash and cash equivalents				$22,718				$17,976
Investment securities				14,960				13,200
Loans held for sale				19,934				19,609
Finance receivables and loans, net of unearned income
	Consumer			149,934				134,358
	Commercial			53,210				43,046
Allowance for credit losses				(3,419	)			(3,042	)
	Total finance receivables and loans, net			199,725				174,362
Investment in operating leases, net				26,580				24,368
Notes receivable from General Motors				4,921				3,151
Mortgage servicing rights, net				3,890				3,720
Premiums and other insurance receivables				1,763				1,960
Other assets				29,648				29,817
Total assets				$324,139				$288,163
Liabilities
Debt
	Unsecured			$177,003				$169,839
	Secured			91,957				69,023
	Total debt			268,960				238,862
Interest payable				3,394				3,122
Unearned insurance premiums and service revenue				4,727				4,228
Reserves for insurance losses and loss adjustment expenses				2,505				2,340
Accrued expenses and other liabilities				18,382				15,725
Deferred income taxes				3,754				3,650
Total liabilities				301,722				267,927
Stockholder’s equity
Common stock, $.10 par value (10,000 shares authorized, 10 shares issued and outstanding) and paid-in capital				5,760				5,641
Retained earnings				15,491				14,078
Accumulated other comprehensive income				1,166				517
Total stockholder’s equity				22,417				20,236
Total liabilities and stockholder’s equity				$324,139				$288,163

The Notes to the Consolidated Financial Statements are an integral part of these statements.

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Year ended December 31, (in millions)		2004				2003				2002
Common stock and paid-in capital
Balance at beginning of year			$5,641				$5,641				$5,641
Increase in paid-in capital			119				—				—
Balance at end of year			5,760				5,641				5,641
Retained earnings
Balance at beginning of year			14,078				12,285				10,815
Net income			2,913				2,793				1,870
Dividends paid			(1,500	)			(1,000	)			(400	)
Balance at end of year			15,491				14,078				12,285
Accumulated other comprehensive income (loss)
Balance at beginning of year			517				(95	)			(322	)
Other comprehensive income			649				612				227
Balance at end of year			1,166				517				(95	)
Total stockholder’s equity
Balance at beginning of year			20,236				17,831				16,134
Increase in paid-in capital			119				—				—
Net income			2,913				2,793				1,870
Dividends paid			(1,500	)			(1,000	)			(400	)
Other comprehensive income			649				612				227
Total stockholder’s equity at end of year			$22,417				$20,236				$17,831
Comprehensive income
Net income			$2,913				$2,793				$1,870
Other comprehensive income			649				612				227
Comprehensive income			$3,562				$3,405				$2,097

The Notes to the Consolidated Financial Statements are an integral part of these statements.

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Year ended December 31, (in millions)				2004				2003				2002
Operating activities
Net income					$2,913				$2,793				$1,870
Reconciliation of net income to net cash provided by operating activities
	Depreciation and amortization				5,316				5,302				4,842
	Amortization and valuation adjustments of mortgage servicing rights				1,384				1,602				3,871
	Provision for credit losses				1,944				1,721				2,152
	Net gains on sales of finance receivables and loans				(31	)			(88	)			(239	)
	Net (gains) losses on investment securities				(52	)			71				(74	)
	Net change in:
		Trading securities			597				236				(656	)
		Loans held for sale			445				456				(4,715	)
		Deferred income taxes			(118	)			(463	)			(454	)
		Interest payable			311				358				318
		Other assets			2,339				(741	)			(2,383	)
		Other liabilities			(2,801	)			(790	)			(429	)
	Other, net				1,011				1,040				3,297
Net cash provided by operating activities					13,258				11,497				7,400
Investing activities
Purchases of available for sale securities					(12,783	)			(15,529	)			(36,392	)
Proceeds from sales of available for sale securities					3,276				7,615				12,790
Proceeds from maturities of available for sale securities					7,250				9,413				21,222
Net maturities of held to maturity securities					111				25				64
Net increase in finance receivables and loans					(127,264	)			(149,487	)			(142,927	)
Proceeds from sales of finance receivables and loans					108,147				107,505				117,276
Purchases of operating lease assets					(14,324	)			(11,033	)			(16,071	)
Disposals of operating lease assets					7,770				9,280				12,639
Change in notes receivable from General Motors					(1,635	)			299				1,251
Purchases and originations of mortgage servicing rights, net					(1,554	)			(2,557	)			(1,711	)
Acquisitions of subsidiaries, net of cash acquired					9				(144	)			(182	)
Other, net					(170	)			(1,918	)			(1,411	)
Net cash used in investing activities					(31,167	)			(46,531	)			(33,452	)
Financing activities
Net change in short-term debt					4,123				658				1,483
Proceeds from issuance of long-term debt					72,753				82,606				46,848
Repayments of long-term debt					(57,743	)			(38,944	)			(24,220	)
Other financing activities					4,723				1,319				333
Dividends paid					(1,500	)			(1,000	)			(400	)
Net cash provided by financing activities					22,356				44,639				24,044
Effect of exchange rate changes on cash and cash equivalents					295				268				10
Net increase (decrease) in cash and cash equivalents					4,742				9,873				(1,998	)
Cash and cash equivalents at beginning of year					17,976				8,103				10,101
Cash and cash equivalents at end of year					$22,718				$17,976				$8,103
Supplemental disclosures
Cash paid for:
	Interest				$8,887				$6,965				$6,333
	Income taxes				2,003				3,479				455
Non-cash items:
	Finance receivables and loans held for sale (a)				6,849				3,487				—
	Increase in paid-in capital (b)				119				—				—

(a)	Represents the consolidation of certain assets related to an accounting change under SFAS 140 (refer to Note 1 of the Consolidated Financial Statements) and the adoption of FIN 46 in 2003; there was a corresponding increase in secured debt.
(b)	Represents the consolidation of Banco GM under FIN 46R beginning January 1, 2004. In the fourth quarter, GMAC purchased Banco GM (refer to Note 19 of the Consolidated Financial Statements).

The Notes to the Consolidated Financial Statements are an integral part of these statements.

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	1			Significant Accounting Policies

General Motors Acceptance Corporation (GMAC or the Company), a wholly owned subsidiary of General Motors Corporation (General Motors or GM), was incorporated in 1997 under the Delaware General Corporation Law. On January 1, 1998, the Company merged with its predecessor, which was originally incorporated in New York in 1919. The Company is a financial services organization providing a diverse range of services to a global customer base.

Consolidation and Basis of Presentation

The Company operates its international subsidiaries in a similar manner as in the United States of America (U.S.), subject to local laws or other circumstances that may cause it to modify its procedures accordingly. The financial statements of subsidiaries outside the United States generally are measured using the local currency as the functional currency. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the reporting period. The resulting translation adjustments are recorded as other comprehensive income, a component of shareholder’s equity.

Effective September 30, 2004, as a result of reconsidering particular transaction provisions, GMAC began to include in the Consolidated Balance Sheet the transfer of certain mortgage assets that historically had been recognized inappropriately as sales in order to reflect the transactions as secured borrowings under Statement of Financial Accounting Standards 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140). As of September 30, 2004, the impact resulted in a $6.8 billion increase in assets ($3.3 billion in loans held for sale and $3.5 billion in commercial finance receivables) with a corresponding increase in secured debt. Historically, these assets (and related obligations) were included in the Company’s off-balance sheet disclosures as mortgage warehouse and other mortgage funding facilities. This change did not have a material impact on the Company’s annual results of operations or cash flows for all periods presented.

Use of Estimates and Assumptions

Cash Equivalents

Investment Securities

Loans Held for Sale

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Finance Receivables and Loans

Nonaccrual loans

Impaired loans

Allowance for Credit Losses

The Company performs periodic and systematic detailed reviews of its lending portfolios to identify inherent risks and to assess the overall collectibility of those portfolios. The allowance relates to portfolios collectively reviewed for impairment, generally consumer finance receivables and loans, and is based on aggregated portfolio evaluations by product type. Loss models are utilized for these portfolios which consider a variety of factors including, but not limited to, historical loss experience, current economic conditions, anticipated repossessions or foreclosures based on portfolio trends, delinquencies and credit scores, and expected loss factors by receivable and loan type. Loans in the commercial portfolios are generally reviewed on an individual loan basis and, if necessary, an allowance is established for individual loan impairment. Loans subject to individual reviews are analyzed based on factors including, but not limited to, historical loss experience, current economic conditions, collateral performance, and performance trends within specific geographic and portfolio segments, and any other pertinent information, which result in the estimation of specific allowances for credit losses. The allowance related to specifically identified impaired loans is established based on discounted expected cash flows, observable market prices, or for loans that are solely dependent on the collateral for repayment, the fair value of the collateral. The evaluation of these factors for both consumer and commercial finance receivables and loans involves complex, subjective judgments.

Securitizations and Other Off-balance Sheet Transactions

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GMAC retains servicing responsibilities for all of its retail finance receivable and wholesale loan securitizations and for the majority of its residential and commercial mortgage loan securitizations. The Company may receive servicing fees based on the securitized loan balances and certain ancillary fees, all of which are recorded in other income for retail finance receivables and wholesale loans, and mortgage banking income for residential and commercial mortgage loans. The Company also retains the right to service the residential mortgage loans sold as a result of mortgage-backed security transactions with Ginnie Mae, Fannie Mae, and Freddie Mac and for the sale of automotive finance receivables. GMAC also serves as the collateral manager in the securitizations of commercial investment securities.

Gains or losses on securitizations and sales depend on the previous carrying amount of the assets involved in the transfer and are allocated between the assets sold and the retained interests based on relative fair values at the date of sale. Since quoted market prices are generally not available, GMAC estimates the fair value of retained interests by determining the present value of future expected cash flows using modeling techniques that incorporate management’s best estimates of key variables, including credit losses, prepayment speeds, weighted average life and discount rates commensurate with the risks involved and, if applicable, interest or finance rates on variable and adjustable rate contracts. Credit loss assumptions are based upon historical experience, market information for similar investments, and the characteristics of individual receivables and loans underlying the securities. Prepayment speed estimates are determined utilizing data obtained from market participants, where available, or based on historical prepayment rates on similar assets. 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. Estimates of interest rates on variable and adjustable contracts are based on spreads over the applicable benchmark interest rate using market-based yield curves. Gains on securitizations and sales are reported in other income for retail finance receivables and wholesale loans, and mortgage banking income for residential and commercial mortgage loans. Retained interests are recorded at fair value with any declines in fair value below the carrying amount reflected in other comprehensive income, a component of shareholder’s equity, or in earnings, if declines are determined to be other than temporary or if the interests are classified as trading. Retained interest-only strips and senior and subordinated interests are generally included in available for sale investment securities, or in trading investment securities, depending on management’s intent at the time of securitization. Retained cash reserve accounts are included in other assets.

GMAC uses certain off-balance sheet warehouse structures as funding sources for commercial mortgage loans originated by the Company. The originated loans are first sold to either a bankruptcy-remote special purpose entity or a third-party bank, which then issues both senior and subordinated loan participations. The senior loan participations are purchased by a third-party bank or its commercial paper conduit, and the subordinate participation is purchased (or retained) by GMAC. The Company retains the associated subordinate loan participations within a bankruptcy-remote subsidiary. Subordinate loan participations are classified either as loans held for investment or loans held for sale. Loans held for sale are recorded at the lower of aggregated cost or fair value, in accordance with Statement of Financial Accounting Standards 65, Accounting for Certain Mortgage Banking Activities (SFAS 65). The amount by which the cost of such loans exceeds fair value is recorded as a valuation allowance, thereby reducing the carrying value of the loan. The determination of fair value is based on current market yield requirements, which consider the likelihood of default, and recent trading activity. The returns on these commercial mortgage assets have limited prepayment risk, either because the loans cannot be prepaid without penalty or because the expected returns assume the loans will be prepaid immediately upon the expiration of the penalty period, if limited. Securities that are either retained from securitizations or purchased for investment are classified as available for sale, trading, or held to maturity and are accounted for under Statement of Financial Accounting Standards 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115), with consideration given to SFAS 140, which considers the prepayment risk, if any, associated with the investments. Interest-only strips are either purchased or retained, are classified as either available for sale or trading, and are accounted for in accordance with SFAS 115, with further guidance provided by SFAS 140, and Emerging Issues Task Force 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets (EITF 99-20), which considers the prepayment risk, if any, associated with the investments.

Investments in Operating Leases

The Company has significant investments in the residual values of assets in its operating lease portfolio. The residual values represent an estimate of the values of the assets at the end of the lease contracts and are initially recorded based on residual

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Mortgage Servicing Rights

The Company evaluates mortgage servicing rights for impairment by stratifying its portfolio on the basis of the predominant risk characteristics (loan type and interest rate). To the extent that the carrying value of an individual stratum exceeds its fair value, the mortgage servicing rights asset is considered to be impaired. Impairment that is considered to be temporary is recognized through the establishment of (or an increase in) a valuation allowance, with a corresponding unfavorable effect on earnings. If it is later determined that all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced, with a favorable effect on earnings.

Each quarter, the Company evaluates its MSRs and considers the amount of valuation allowance unlikely to be recovered through future interest rate increases. To estimate this amount, the Company analyzes historical changes in mortgage and other market interest rates to determine the magnitude of interest rate and corresponding MSR value increases with only remote probability of occurring. To the extent recoverability is remote, both the gross MSR asset and the related valuation allowance are reduced by such amount, which is characterized as other than temporary impairment.

Since quoted market prices for MSRs are generally not available, GMAC estimates the fair value of MSRs by determining the present value of future expected cash flows using modeling techniques that incorporate management’s best estimates of key variables, including expected cash flows, credit losses, prepayment speeds, and return requirements commensurate with the risks involved. Cash flow assumptions are based on the Company’s actual performance, and where possible, the reasonableness of assumptions is periodically validated through comparisons to other market participants. Credit loss assumptions are based upon historical experience and the characteristics of individual loans underlying the MSRs. Prepayment speed estimates are determined utilizing data obtained from market participants. Return requirement assumptions are determined using data obtained from market participants, where available, or based on current relevant interest rates, plus a risk adjusted spread. Since many factors can affect the estimate of the fair value of mortgage servicing rights, the Company regularly evaluates the major assumptions and modeling techniques used in its estimate and reviews such assumptions against market comparables, if available. Also, the Company closely monitors the actual performance of its MSRs by regularly comparing actual cash flow, credit and prepayment experience to modeled estimates. In addition to the use of derivative financial instruments, the Company periodically invests in available for sale securities (i.e., U.S. Treasury Securities) to mitigate the effect of changes in fair value from the interest rate risk inherent in the mortgage servicing rights.

Reinsurance

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Repossessed and Foreclosed Assets

Goodwill and Other Intangibles

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

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Derivative Instruments and Hedging Activities

Loan Commitments

Prior to April 1, 2004, upon entering into the commitment, GMAC recognized loan commitments at fair value based on expected future gain on sale, including an estimate of the future MSRs. For certain products, the future gain on sale (exclusive of MSR value) was known based on transparent pricing in an active secondary market and was included in current period earnings. Any additional value associated with the loan commitments (including the future value of the MSR) was deferred and recognized in earnings at the time of the sale (or securitization) of the loan. As a result of SAB 105, effective April 1, 2004, GMAC no longer recognizes the value of the commitment at the time of the rate lock. However, subsequent changes in value from the time the locks are recognized as assets or liabilities, with a corresponding adjustment to current period earnings, but exclude any future MSR value. Upon sale of the loan, the initial estimated value associated with the rate lock, along with the MSR, are recognized as part of the gain on sale (or securitization). The impact of adopting the provisions of SAB 105 resulted in a deferral in the timing of recognizing the value of certain loan commitments, but did not have a material impact on the Company’s financial condition or results of operations.

Income Taxes

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Recently Issued Accounting Standards

Statement of Position 03-3 — In December 2003, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer (SOP 03-3), that addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. SOP 03-3 does not apply to loans originated by the entity. SOP 03-3 limits the accretable yield to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows (expected at acquisition to be collected) over the investor’s initial investment in the loan and it prohibits “carrying over” or creating a valuation allowance for the excess of contractual cash flows over cash flows expected to be collected in the initial accounting of a loan acquired in a transfer. SOP 03-3 and the required disclosures are effective for loans acquired in fiscal years beginning after December 15, 2004. Adoption of SOP 03-3 is not expected to have a material impact on the Company’s financial condition or results of operations.

EITF 03-1 — In March 2004, the Emerging Issues Task Force released Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1 provides guidance for determining when an investment is other than temporarily impaired and applies to investments classified as either available for sale or held to maturity under SFAS 115 (including individual securities and investments in mutual funds), and investments accounted for under the cost method. In addition, EITF 03-1 contains disclosure requirements for impairments that have not been recognized as other than temporary. In September 2004, the FASB voted to delay the effective date of the recognition and measurement provisions related to determining other than temporary impairment on available for sale securities. The effective dates for the disclosure requirements varied depending on the type of investment being considered, however, all disclosure requirements are now effective. Management is monitoring the ongoing discussions by the FASB related to this issue in order to assess the potential impact of this guidance on the financial statements of the Company.

	2			Insurance Premiums and Service Revenue Earned

The following table is a summary of insurance premiums and service revenue written and earned.

			2004								2003								2002
Year ended December 31, (in millions)			Written				Earned				Written				Earned				Written				Earned
Insurance premiums
	Direct			$2,400				$2,604				$2,295				$2,511				$2,132				$2,274
	Assumed			611				630				607				577				483				498
Gross insurance premiums				3,011				3,234				2,902				3,088				2,615				2,772
	Ceded			(348	)			(347	)			(406	)			(379	)			(386	)			(381	)
Net insurance premiums				2,663				2,887				2,496				2,709				2,229				2,391
Service revenue				1,319				641				1,336				469				1,235				287
Insurance premiums and service revenue				$3,982				$3,528				$3,832				$3,178				$3,464				$2,678

Prior to 2002, substantially all of GMAC Insurance’s vehicle service contract business resulted from contracts between GM and the retail consumer, as GM, in turn, would insure its business risk through a contractual liability policy purchased from GMAC Insurance (while GM remained the direct obligor to the customer). Under this arrangement, GMAC Insurance recognized insurance premium revenue in accordance with Statement of Financial Accounting Standards 60, Accounting and Reporting by Insurance Enterprises (SFAS 60). Beginning in 2002, the business model changed, with substantially all vehicle service contracts being sold directly by GMAC Insurance to the retail customers. The change was designed to concentrate all business related to service contracts with GMAC Insurance (where the activities are managed), rather than splitting the business between GM and

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	3			Mortgage Banking Income

The following table presents the components of mortgage banking income:

Year ended December 31,
(in millions)		2004				2003				2002
Mortgage servicing fees			$1,488				$1,402				$1,343
Amortization and impairment of mortgage servicing rights (a)			(1,112	)			(2,048	)			(2,314	)
Net gains on derivatives related to MSRs (b)			243				507				685
Net loan servicing income (loss)			619				(139	)			(286	)
Gains from sales of loans			788				2,155				1,601
Mortgage processing fees			143				285				206
Other			550				362				267
Mortgage banking income (c)			$2,100				$2,663				$1,788

(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.

	4			Other Income

Details of other income were as follows:

Year ended December 31,
(in millions)				2004				2003				2002
Automotive receivable securitizations and sales
	Gains on sales:
		Wholesale securitizations			$497				$488				$445
		Retail automotive portfolio sales transactions			53				51				—
		Retail automotive securitizations			9				37				239
Interest on cash reserves deposits					60				45				51
Service fees					59				40				159
Other					75				99				134
Total automotive receivable securitizations and sales					753				760				1,028
Real estate services					464				410				389
Interest and service fees on transactions with GM					370				384				470
Other interest revenue					297				298				104
Interest on cash equivalents					244				143				97
Late charges and other administrative fees					164				111				103
Full service leasing fees					153				137				77
Insurance service fees					136				119				107
Factoring commissions					77				77				68
Specialty lending fees					60				62				66
Fair value adjustment on certain derivatives (a)					(26	)			(103	)			(47	)
Other					816				731				1,069
Total other income					$3,508				$3,129				$3,531

(a)	Refer to Note 16 to the Consolidated Financial Statements for a description of the Company’s derivative activities.

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	5			Other Operating Expenses

Details of other operating expenses were as follows:

Year ended December 31, (in millions)		2004				2003				2002
Insurance commissions expense (a)			$928				$830				$653
Technology and communications expense			569				508				489
Advertising and marketing			537				261				256
Professional services			474				361				317
Premises and equipment depreciation			294				279				297
Rent and storage			253				223				208
Full service leasing vehicle maintenance costs			215				171				118
Lease and loan administration			175				273				304
Auto remarketing and repossession expenses			136				239				272
Amortization of intangible assets			11				11				19
Operating lease disposal gain			(192	)			(43	)			(116	)
Other			805				952				794
Total other operating expenses			$4,205				$4,065				$3,611

(a)	The increase in insurance commissions expense is primarily the result of GMAC Insurance becoming the direct obligor of GM vehicle service contracts during 2002. As a result, GMAC recognizes the gross contract price billed to the customer as revenue, and expenses the amount of commissions paid to dealers. Refer to Note 2 to the Consolidated Financial Statements for additional details on this arrangement.

	6			Investment Securities

The Company’s portfolio of securities includes bonds, equity securities, asset- and mortgage-backed securities, notes, interests in securitization trusts and other investments. The cost, fair value and gross unrealized gains and losses on available for sale and held to maturity securities were as follows:

				2004																2003
								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				$2,198				$18				$(8	)			$2,208				$716				$7				$(1	)			$722
	States and political subdivisions				556				40				—				596				575				51				—				626
	Foreign government securities				792				14				(1	)			805				681				10				(2	)			689
	Mortgage-backed securities:
		Residential			103				5				(5	)			103				58				—				—				58
		Commercial			973				9				(3	)			979				636				9				(6	)			639
	Asset-backed securities				506				3				—				509				593				6				—				599
	Interest-only strips				252				80				(3	)			329				460				133				(1	)			592
	Principal-only strips				1				—				—				1				1				1				—				2
	Collateralized debt obligations				153				—				—				153				53				1				—				54
	Corporate debt securities				2,117				65				(5	)			2,177				2,012				94				(5	)			2,101
	Other				1,160				32				(2	)			1,190				1,005				34				(1	)			1,038
Total debt securities (b)					8,811				266				(27	)			9,050				6,790				346				(16	)			7,120
Equity securities					1,505				731				(6	)			2,230				1,185				522				(9	)			1,698
	Total available for sale securities				$10,316				$997				$(33	)			$11,280				$7,975				$868				$(25	)			$8,818
Held to maturity securities Total held to maturity securities (c)					$135				$4				$(1	)			$138				$240				$5				$(12	)			$233

(a)	Net of $17 and $104 of losses in value determined to be other than temporary for the years ended December 31, 2004 and 2003, respectively.
(b)	In connection with letters of credit relating to certain assumed reinsurance contracts $142 and $107 of primarily U.S. Treasury securities were pledged as collateral as of December 31, 2004 and 2003, respectively.
(c)	Primarily mortgage-backed securities.

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The fair value, unrealized gains (losses), and amount pledged as collateral for the Company’s portfolio of trading securities were as follows:

December 31, (in millions)				2004				2003
Trading securities
Fair value
	Mortgage-backed securities:
		Residential			$1,141				$1,899
		Commercial			366				263
	Mortgage residual interests				780				686
	Interest-only strips				448				402
	Principal-only strips				201				167
	Corporate debt securities				249				228
	Debt and other				360				497
Total trading securities					$3,545				$4,142
Net unrealized gains (losses) (a)					$35				$(341	)
Pledged as collateral					$2,910				$1,949

(a)	Unrealized gains and losses are included in investment income on a current period basis. Net unrealized losses totaled $798 at December 31, 2002.

The maturity distribution of available for sale and held to maturity debt securities outstanding is summarized in the following table. Actual maturities may differ from those scheduled as a result of prepayments by issuers.

		Available								Held to
		for sale								maturity
						Fair								Fair
December 31, 2004 (in millions)		Cost				value				Cost				value
Due in one year or less			$1,251				$1,253				$10				$10
Due after one year through five years			2,431				2,476				—				—
Due after five years through ten years			2,506				2,580				—				—
Due after ten years			630				660				5				5
Mortgage-backed securities and interests in securitization trusts			1,993				2,081				120				123
Total securities			$8,811				$9,050				$135				$138

The following table presents gross gains and losses realized upon the sales of available for sale securities.

Year ended December 31, (in millions)		2004				2003				2002
Gross realized gains			$138				$270				$402
Gross realized losses			(49	)			(202	)			(121	)
Net realized gains			$89				$68				$281

Investment securities classified as available for sale and held to maturity that were in an unrealized loss position had a fair value of $2,318 million and $1,677 million, and gross unrealized losses of $34 million and $37 million as of December 31, 2004 and 2003, respectively. The fair value of these securities in a continuous loss position less than twelve months was $2,301 million and $1,067 million with gross unrealized losses of $33 million and $18 million as of December 31, 2004 and 2003, respectively. In the opinion of management, these securities are not considered to be other than temporarily impaired. Refer to Note 1 to the Consolidated Financial Statements for discussion of the evaluation of potential impairment of investments.

In the fourth quarter of 2004, the Company transferred a $102 million subordinate investment security from the held to maturity to available for sale classification due to a change in its intent to no longer hold the security to maturity. The change in the Company’s intent was due to significant deterioration in the credit quality of the underlying collateral supporting the investment. The amortized cost of the security approximated its fair value on the date of transfer due to impairment charges taken in previous years. This security was included in collateralized debt obligations under available for sale securities as of December 31, 2004. The amortized cost of this security was $93 million and $126 million at December 31, 2003 and 2002, respectively. In 2003, there was $34 million of realized losses related to this security; in 2002, there was $16 million of unrealized loss related to this security.

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	7			Finance Receivables and Loans

The composition of finance receivables and loans outstanding was as follows:

				2004												2003
December 31, (in millions)				Domestic				Foreign				Total				Domestic				Foreign				Total
Consumer
	Retail automotive				$73,911				$18,314				$92,225				$71,513				$16,538				$88,051
	Residential mortgages				54,643				3,066				57,709				44,281				2,026				46,307
Total consumer					128,554				21,380				149,934				115,794				18,564				134,358
Commercial
	Automotive
		Wholesale			19,154				8,752				27,906				17,433				8,069				25,502
		Leasing and lease financing			466				1,000				1,466				477				983				1,460
		Term loans to dealers and others			2,890				787				3,677				3,327				746				4,073
	Commercial and industrial				12,019				2,184				14,203				7,689				2,089				9,778
	Real estate construction				2,658				152				2,810				1,966				87				2,053
	Commercial mortgages (a)				2,024				1,124				3,148				130				50				180
Total commercial					39,211				13,999				53,210				31,022				12,024				43,046
Total finance receivables and loans (b) (c)					$167,765				$35,379				$203,144				$146,816				$30,588				$177,404

(a)	During 2004, the Company transferred approximately $2.4 billion of loans held for sale to loans held for investment based on an evaluation of management’s intent for the disposition of the loans. The cost basis of such loans exceeded the fair value of such loans by approximately $100. In accordance with SFAS 65, the loans were transferred at the lower of cost or fair value on the transfer date.
(b)	Net of unearned income of $7,562 and $7,347 at December 31, 2004 and 2003, respectively.
(c)	The aggregate amount of finance receivables and loans maturing in the next five years is as follows: $73,756 in 2005; $29,676 in 2006; $23,087 in 2007; $14,595 in 2008; $8,365 in 2009 and $61,227 in 2010 and thereafter. Prepayments may cause actual maturities to differ from scheduled maturities.

The following table presents an analysis of the activity in the allowance for credit losses on finance receivables and loans.

				2004												2003												2002
Year ended December 31,
(in millions)				Consumer				Commercial				Total				Consumer				Commercial				Total				Consumer				Commercial				Total
Allowance at beginning of year					$2,533				$509				$3,042				$2,347				$644				$2,991				$1,690				$355				$2,045
	Provision for credit losses				1,926				18				1,944				1,643				78				1,721				1,693				460				2,153
	Charge-offs
		Domestic			(1,469	)			(96	)			(1,565	)			(1,246	)			(199	)			(1,445	)			(940	)			(169	)			(1,109	)
		Foreign			(269	)			(7	)			(276	)			(278	)			(25	)			(303	)			(120	)			(30	)			(150	)
	Total charge-offs				(1,738	)			(103	)			(1,841	)			(1,524	)			(224	)			(1,748	)			(1,060	)			(199	)			(1,259	)
	Recoveries Domestic				112				10				122				108				21				129				107				35				142
		Foreign			81				3				84				32				7				39				18				3				21
	Total recoveries				193				13				206				140				28				168				125				38				163
	Net charge-offs				(1,545	)			(90	)			(1,635	)			(1,384	)			(196	)			(1,580	)			(935	)			(161	)			(1,096	)
	Impacts of foreign currency translation				17				6				23				(7	)			(18	)			(25	)			(20	)			13				(7	)
	Securitization activity				17				28				45				(66	)			1				(65	)			(81	)			(23	)			(104	)
Allowance at end of year					$2,948				$471				$3,419				$2,533				$509				$3,042				$2,347				$644				$2,991

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The following table presents information about commercial finance receivables and loans specifically identified for impairment.

December 31, (in millions)		2004				2003
Impaired loans			$1,337				$1,337
Related allowance			235				333
Average balance of impaired loans during the year			1,376				1,175

	8			Off-Balance Sheet Securitizations

The Company securitizes automotive and mortgage financial assets as a funding source. GMAC sells retail finance receivables, wholesale loans, residential mortgage loans, commercial mortgage loans and commercial mortgage securities. The information contained below relates only to the transfers of finance receivables and loans that qualify as off-balance sheet securitizations under the requirements of SFAS 140.

The Company retains servicing responsibilities for and subordinated interests in all of its securitizations of retail finance receivables and wholesale loans. Servicing responsibilities are retained for the majority of its residential and commercial mortgage loan securitizations and the Company may retain subordinated interests in some of these securitizations. GMAC also holds subordinated interests and acts as collateral manager in the company’s collateralized debt obligation (CDO) securitization program.

As servicer, GMAC generally receives a monthly fee stated as a percentage of the outstanding sold receivables. For retail automotive finance receivables where GMAC is paid a fee, the Company has concluded that the fee represents adequate compensation as
a servicer and, as such, no servicing asset or liability is recognized. Considering the short-term revolving nature of wholesale loans, no servicing asset or liability is recognized upon securitization of the loans. As of December 31, 2004, the weighted average basic servicing fees for GMAC’s primary servicing activities were 100 basis points, 100 basis points, 29 basis points and 8 basis points of the outstanding principal balance for sold retail finance receivables, wholesale loans, residential mortgage loans and commercial mortgage loans, respectively. Additionally, the Company retains the rights to cash flows remaining after the investors in most securitization trusts have received their contractual payments. In certain retail securitization transactions, retail receivables are sold on a servicing retained basis, but with no servicing compensation and, as such, a servicing liability is established and recorded in other liabilities. As of December 31, 2004 and December 31, 2003, servicing liabilities of $30 million and $22 million, respectively, were outstanding related to such retail securitization transactions. For mortgage servicing, the Company capitalizes the value expected to be realized from performing specified residential and commercial mortgage servicing activities as mortgage servicing rights (refer to Note 10 to the Consolidated Financial Statements).

GMAC maintains cash reserve accounts at predetermined amounts for certain securitization activities in the unlikely event that deficiencies occur in cash flows owed to the investors. The amounts available in such cash reserve accounts totaled $118 million, $1,046 million, $44 million, and $10 million as of December 31, 2004 related to securitizations of retail finance receivables, wholesale loans, residential mortgage loans, and commercial mortgage loans, respectively, and $167 million, $1,219 million, $13 million and $5 million as of December 31, 2003, respectively.

The following table summarizes pre-tax gains on securitizations and certain cash flows received from and paid to securitization trusts for transfers of finance receivables and loans that were completed during 2004:

			2004
			Retail								Mortgage loans								Commercial
			finance				Wholesale												mortgage
Year ended December 31, (in millions)			receivables				loans				Residential				Commercial				securities
Pre-tax gains on securitizations				$9				$497				$602				$54				$11
Cash inflows:
	Proceeds from new securitizations			1,824				9,188				29,412				2,108				935
	Servicing fees received			105				174				208				20				—
	Other cash flows received on retained interests			340				808				729				216				68
	Proceeds from collections reinvested in revolving securitizations			—				91,360				—				—				—
	Repayments of servicing advances			75				—				947				147				—
Cash outflows:
	Servicing advances			(64	)			—				(1,035	)			(169	)			—
Purchase obligations and options:
	Representations and warranties obligations			(1	)			—				(66	)			—				—
	Administrator or servicer actions			(75	)			—				—				—				—
	Asset performance conditional calls			—				—				(137	)			—				—
	Cleanup calls			(269	)			—				(3,797	)			—				—

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The following table summarizes pre-tax gains on securitizations and certain cash flows received from and paid to securitization trusts for transfers of finance receivables and loans that were completed during 2003 and 2002:

			2003																				2002
			Retail								Mortgage loans								Commercial				Retail								Mortgage loans								Commercial
Year ended December 31,			finance				Wholesale												mortgage				finance				Wholesale												mortgage
(in millions)			receivables				loans				Residential				Commercial				securities				receivables				loans				Residential				Commercial				securities
Pre-tax gains on securitizations				$37				$488				$522				$75				$14				$239				$445				$562				$30				$18
Cash inflows:
	Proceeds from new securitizations			1,604				3,625				29,566				3,342				1,870				9,982				2,327				38,025				1,848				439
	Servicing fees received			228				164				250				20				—				247				146				268				17				—
	Other cash flows received on retained interests			753				174				955				317				69				1,361				318				1,044				86				37
	Proceeds from collections reinvested in revolving securitizations			862				97,829				—				5				—				482				104,485				—				—				—
	Repayments of servicing advances			114				—				1,208				116				—				117				—				1,333				116				—
Cash outflows:
	Servicing advances			(118	)			—				(1,242	)			(117	)			—				(117	)			—				(1,449	)			(122	)			—
Purchase obligations and options:
	Representations and warranties obligations			(25	)			—				(154	)			—				—				—				—				(70	)			—				—
	Administrator or servicer actions			(146	)			—				—				—				—				(198	)			—				—				—				—
	Asset performance conditional calls			—				—				(122	)			—				—				—				—				(58	)			—				—
	Cleanup calls			(885	)			—				(1,919	)			—				—				(289	)			(55	)			(494	)			—				—

Key economic assumptions used in measuring the estimated fair value of retained interests of sales completed during 2004 and 2003, as of the dates of such sales, were as follows:

		Retail		Mortgage loans				Commercial
		finance						mortgage
Year ended December 31,		receivables (a)		Residential (b)		Commercial		securities
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		1.1-5.5		0.4-8.8		2.5-17.4
Expected credit losses		(e)		0.0-10.9%		0.0%		0.0-3.1%
Discount rate		9.5%		6.5-24.8%		4.3-15.0%		8.2-11.7%
2003
Key assumptions (c) (rates per annum):
Annual prepayment rate (d)		0.9%		3.1-59.9%		0.0-50.0%		0.0%
Weighted average life (in years)		1.6		1.1-5.9		1.4-6.2		2.5-25.1
Expected credit losses		(e)		0.4-7.3%		0.0-0.8%		0.0-1.6%
Discount rate		9.5%		6.5-14.5%		2.6-10.8%		8.6-10.0%

(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.
(e)	Amounts totaling $39 million and $83 million at December 31, 2004 and 2003, respectively, have been established for expected credit losses on automotive finance receivables securitized in off-balance sheet transactions. Such amounts are included in the fair value of the retained interests, which are classified as investment securities.

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The table below outlines the key economic assumptions and the sensitivity of the fair value of retained interests at December 31, 2004 to immediate 10% and 20% adverse changes in those assumptions.

							Mortgage loans								Commercial
			Retail finance												mortgage
Year ended December 31, ($ in millions)			receivables (a)				Residential				Commercial				securities
Carrying value/fair value of retained interests				$748				$1,247				$443				$314
Weighted average life (in years)				0.1-1.5				1.1-5.4				0.1-17.3				1.5-24.1
Annual prepayment rate				0.5-1.6% WAM				0.0-55.0% CPR				0.0-55.0% CPR				0.0-21.1% CPR
	Impact of 10% adverse change			$(1)				$(49)				$—				$(1)
	Impact of 20% adverse change			(2)				(86)				(1)				(2)
Loss assumption				(b)				0.3-26.1%				0.0-4.2%				0.0-39.5%
	Impact of 10% adverse change			$(4)				$(50)				$(7)				$(13)
	Impact of 20% adverse change			(9)				(93)				(12)				(26)
Discount rate				9.5-12.0%				6.5-40.0%				3.8-26.3%				5.3-15.0%
	Impact of 10% adverse change			$(3)				$(36)				$ (5)				$(18)
	Impact of 20% adverse change			(7)				(68)				(11)				(35)
Market rate (d)				2.7-3.6%				(c)				(c)				(c)
	Impact of 10% adverse change			$(4)				$(15)				$—				$—
	Impact of 20% adverse change			(8)				(30)				—				—

(a)	The fair value of retained interests in wholesale securitizations approximates cost because of the short-term and floating rate nature of wholesale receivables.
(b)	Net of a reserve for expected credit losses totaling $39 at December 31, 2004. 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.

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% and 20% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which may magnify or counteract the sensitivities. Additionally, the Company hedges interest rate and prepayment risks associated with certain of the retained interests; the effects of such hedge strategies have not been considered herein.

Expected static pool net credit losses include actual incurred losses plus projected net credit losses divided by the original balance of the outstandings comprising the securitization pool. The table below displays the expected static pool net credit losses on the Company’s securitization transactions.

December 31, (a)		2004		2003		2002
Retail automotive		0.4%		0.4%		0.6%
Residential mortgage		0.0-26.1%		0.0-26.1%		0.0-24.8%
Commercial mortgage		0.0-4.2%		0.0-6.6%		0.0-4.1%
Commercial mortgage securities		0.0-39.5%		0.9-33.7%		0.3-36.8%

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

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The following table presents components of securitized financial assets and other assets managed, along with quantitative information about delinquencies and net credit losses.

			Total finance								Amount 60 days or
			receivables and loans								more past due								Net credit losses
December 31, (in millions)			2004				2003				2004				2003				2004				2003
Retail automotive				$97,631				$100,628				$806				$755				$1,044				$1,128
Residential mortgage				129,550				104,378				6,686				4,974				944				682
	Total consumer			227,181				205,006				7,492				5,729				1,988				1,810
Wholesale				49,197				46,644				51				47				2				5
Commercial mortgage				21,353				22,621				410				652				130				66
Other automotive and commercial				22,155				17,364				544				636				71				194
	Total commercial			92,705				86,629				1,005				1,335				203				265
Total managed portfolio (a)				319,886				291,635				$8,497				$7,064				$2,191				$2,075
	Securitized finance receivables and loans			(96,801	)			(94,622	)
	Loans held for sale (unpaid principal)			(19,941	)			(19,609	)
Total finance receivables and loans				$203,144				$177,404

(a)	Managed portfolio represents finance receivables and loans on the balance sheet or that have been securitized, excluding securitized finance receivables and loans that GMAC continues to service but has no other continuing involvement (i.e., in which GMAC retains an interest or risk of loss in the underlying receivables).

	9			Investment in Operating Leases

Investments in operating leases were as follows:

December 31, (in millions)		2004				2003
Vehicles and other equipment, at cost			$34,189				$31,682
Accumulated depreciation			(7,609	)			(7,314	)
Investment in operating leases, net			$26,580				$24,368

The future lease payments due from customers for equipment on operating leases at December 31, 2004 totaled $12,182 million and are due as follows: $5,492 million in 2005, $3,731 million in 2006, $2,230 million in 2007, $691 million in 2008, and $38 million in 2009.

	10			Mortgage Servicing Rights

GMAC capitalizes the present value of expected future cash flows associated with performing specified mortgage servicing activities for others. Such capitalized servicing rights are purchased or retained upon sales or securitizations of mortgages. The following table summarizes mortgage servicing rights activity and related amortization.

Year ended December 31,
(in millions)		2004				2003				2002
Balance at beginning of year			$4,869				$4,601				$5,331
Originations and purchases, net of sales			1,554				2,639				1,718
Amortization			(879	)			(1,118	)			(891	)
SFAS 133 hedge valuation adjustments			(272	)			446				(1,557	)
Other than temporary impairment			(453	)			(1,699	)			—
Balance at end of year			$4,819				$4,869				$4,601
Valuation allowance			(929	)			(1,149	)			(1,918	)
Carrying value at end of year			$3,890				$3,720				$2,683
Estimated fair value at end of year			$3,990				$3,798				$2,759

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The following table summarizes the change in the valuation allowance for mortgage servicing rights:

Year ended December 31,
(in millions)		2004				2003				2002
Valuation allowance at beginning of year			$1,149				$1,918				$491
Additions (a)			233				930				1,427
Other than temporary impairment			(453	)			(1,699	)			—
Valuation allowance at end of year			$929				$1,149				$1,918

(a)	Additions to the valuation allowance, which are reflected as a component of mortgage banking income, represent impairment considered to be temporary.

During 2004 and 2003, the Company recorded other than temporary mortgage servicing rights impairment of $453 million and $1,699 million, respectively, reducing both the mortgage servicing rights gross carrying value and valuation allowance by this amount. This amount was based on a statistical analysis of historical changes in mortgage and other market interest rates to determine the amount that the mortgage servicing rights asset value will increase with only a remote probability of occurring. The adjustment to the valuation allowance reduces the maximum potential future increase to the mortgage servicing rights carrying value (under lower of cost or market accounting), but it has no impact on the net carrying value of the asset or on earnings.

The Company has an active risk management program to hedge the value of mortgage servicing rights. The mortgage servicing rights risk management program contemplates the use of derivative financial instruments and treasury securities that experience changes in value offsetting those of the mortgage servicing rights, in response to changes in market interest rates. Refer to Note 16 to the Consolidated Financial Statements for a discussion of the derivative financial instruments used to hedge mortgage servicing rights. Treasury securities used in connection with this risk management strategy are designated as available for sale or trading. At December 31, 2004, there was approximately $1.3 billion of such treasury securities outstanding related to this risk management activity.

Key economic assumptions and the sensitivity of the current fair value of mortgage servicing rights to immediate 10% and 20% adverse changes in those assumptions are as follows:

										GMAC
December 31, 2004		GMAC				GMAC-				Commercial
($ in millions)		Residential				RFC				Mortgage				Total
Estimated fair value			$2,683				$684				$623				$3,990
Weighted average prepayment speed (CPR)			19.67	%			29.84	%			2%-8	% (a)
Impact on fair value of 10% adverse change			$(160	)			$(26	)			$(3	)			$(189	)
Impact on fair value of 20% adverse change			(304	)			(49	)			(6	)			(359	)
Weighted average discount rate			10.01	%			12.64	%			9.40	%
Impact on fair value of 10% adverse change			$(81	)			$(20	)			$(6	)			$(107	)
Impact on fair value of 20% adverse change			(157	)			(39	)			(11	)			(207	)

(a)	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.

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% and 20% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect that a change in a particular assumption may have on the fair value is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

	11			Premiums and Other Insurance Receivables

Premiums and other insurance receivables consisted of the following:

December 31, (in millions)		2004				2003
Prepaid reinsurance premiums			$344				$343
Reinsurance recoverable on unpaid losses			775				870
Reinsurance recoverable on paid losses (a)			56				102
Premiums receivable (b)			588				645
Total premiums and other insurance receivables			$1,763				$1,960

(a)	Net of $5 and $2 allowance for uncollectible reinsurance recoverable on paid losses at December 31, 2004 and 2003, respectively.
(b)	Net of $5 and $8 allowance for uncollectible premiums receivable at December 31, 2004 and 2003, respectively.

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	12			Other Assets

Other assets consisted of:

December 31, (in millions)			2004				2003
Premises and equipment at cost				$3,083				$2,909
Accumulated depreciation				(1,228	)			(1,008	)
Net premises and equipment				1,855				1,901
Fair value of derivative contracts in receivable position				9,489				10,025
Goodwill, net of accumulated amortization				3,274				3,223
Restricted cash collections for securitization trusts (a)				2,217				2,291
Cash reserve deposits held for securitization trusts (b)				1,835				1,922
Equity investments				1,751				1,560
Real estate investments				1,473				1,219
Deferred policy acquisition cost				1,444				1,038
Accrued interest and rent receivable				1,178				767
Servicer advances				769				946
Debt issuance costs				754				716
Repossessed and foreclosed assets, net				615				595
Investment in used vehicles held for sale				530				642
Intangible assets, net of accumulated amortization (c):
	Customer lists and contracts			33				33
	Trademarks and other			20				24
Other assets				2,411				2,915
Total other assets				$29,648				$29,817

(a)	Represents cash collections from customer payments on securitized receivables. These funds are distributed to investors as the related secured debt matures.
(b)	Represents credit enhancement in the form of cash reserves for various securitization transactions executed by the Company.
(c)	Aggregate amortization expense on intangible assets was $11 for each of the years ended December 31, 2004 and 2003, respectively. Amortization expense is expected to approximate $9 in each of the next five fiscal years.

The changes in the carrying amounts of goodwill for the periods indicated, were as follows:

		North				Commercial																GMAC
		American				Finance				International				GMAC				GMAC-				Commercial
(in millions)		Operations				Group				Operations				Residential				RFC				Mortgage				Insurance				Total
Goodwill at beginning of 2003			$14				$1,535				$490				$327				$106				$130				$671				$3,273
Goodwill acquired			—				—				4				—				2				12				—				18
Impairment losses and other (a)			—				(109	)			(1	)			—				(5	)			(4	)			—				(119	)
Foreign currency translation effect			—				32				11				—				8				—				—				51
Goodwill at beginning of 2004			$14				$1,458				$504				$327				$111				$138				$671				$3,223
Goodwill acquired			—				—				1				11				1				3				—				16
Impairment losses and other			—				—				—				—				—				—				—				—
Foreign currency translation effect			—				25				10				—				5				—				(5	)			35
Goodwill at end of 2004			$14				$1,483				$515				$338				$117				$141				$666				$3,274

(a)	In September 2003, GMAC received $110 related to a settlement of a claim involving the 1999 acquisition of the asset-based lending and factoring business of The Bank of New York. Of the settlement amount, $109 represented a purchase price adjustment, reducing the related goodwill, while the remainder represented a reimbursement of tax claims paid on behalf of The Bank of New York.

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	13			Debt

The presentation of debt in the following table is classified between domestic and foreign based on the location of the office recording the transaction.

			Weighted
			average
			interest
			rates (a)								2004												2003
December 31, ($ in millions)			2004				2003				Domestic				Foreign				Total				Domestic				Foreign				Total
Short-term debt
	Commercial paper											$4,330				$4,065				$8,395				$7,846				$5,311				$13,157
	Demand notes											8,802				354				9,156				8,632				300				8,932
	Bank loans and overdrafts											4,555				7,294				11,849				3,536				4,944				8,480
	Repurchase agreements and other (b)											23,569				2,058				25,627				9,420				3,133				12,553
Total short-term debt				2.8%				2.1%				41,256				13,771				55,027				29,434				13,688				43,122
Long-term debt
Senior indebtedness
	Due within one year			3.9%				3.1%				26,757				10,537				37,294				26,273				8,007				34,280
	Due after one year			4.9%				5.0%				152,680				22,685				175,365				140,286				19,063				159,349
Total long-term debt (c)				4.7%				4.7%				179,437				33,222				212,659				166,559				27,070				193,629
Fair value adjustment (d)												1,205				69				1,274				1,985				126				2,111
Total debt (e)												$221,898				$47,062				$268,960				$197,978				$40,884				$238,862

(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 the Company’s Mortgage operations. Other primarily includes non-bank secured borrowings. The increase from December 2003 is reflective of the Company’s replacement of various off-balance sheet facilities with on-balance sheet funding facilities. In addition, the increase is reflective of the Company’s accounting treatment for certain mortgage transfers as secured borrowings effective September 30, 2004, as described in Note 1 to the Consolidated Financial Statements.
(c)	The Company has 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 GMAC the aggregate principal amount at par plus any accrued interest. The warrants are exercisable up to and including October 15, 2007. In each December 2003 and February 2004, $125 of the warrants were exercised, 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)	Includes secured debt, as depicted by asset class in the following table.

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

		2004								2003
						Related								Related
						secured								secured
December 31, (in millions)		Assets				debt (a)				Assets				debt (a)
Mortgage assets held for sale or held for investment			$74,022				$68,041				$50,593				$46,600
Retail automotive finance receivables			18,163				17,474				21,046				20,251
Investment securities			4,522				3,597				1,896				2,148
Investment in operating leases, net			1,098				1,032				—				—
Real estate investments and other assets			2,514				1,813				34				24
Total			$100,319				$91,957				$73,569				$69,023

(a)	Included as part of secured debt are repurchase agreements of $8,827 and $4,322 where GMAC has pledged assets, reflected as investment securities, as collateral for approximately the same amount of debt at December 31, 2004 and 2003, respectively.

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The following table presents the scheduled maturity of long-term debt at December 31, 2004, assuming that no early redemptions will occur. The actual payment of secured debt may vary based on the payment activity of the related secured assets.

Year ended December 31, (in millions)
2005			$37,294
2006			38,819
2007			24,321
2008			11,422
2009			9,609
2010 and thereafter			91,820
Long-term debt (a) (b)			213,285
Unamortized discount			(626	)
Total long-term debt			$212,659

(a)	Debt issues totaling $17,209 are redeemable at or above par, at the Company’s option anytime prior to the scheduled maturity dates, the latest of which is November 2049.
(b)	The Company’s debt includes $525 in fixed rate notes and $75 in variable rate notes which provide the holders the option to put the debt to GMAC at specific dates prior to the scheduled maturity. In addition, the Company’s debt includes $26,187 notes containing a survivor’s option enabling the holder to put the debt back to GMAC at par prior to maturity in the event of the holder’s death. The Company repurchased $39 and $63 of these notes prior to maturity during 2004 and 2003, respectively. The latest maturity date of these notes is November 2024.

To achieve the desired balance between fixed and variable rate debt, GMAC utilizes interest rate swap and interest rate cap agreements. The use of such derivative financial instruments had the effect of synthetically converting $56,722 million of its $165,128 million of fixed rate debt into variable rate obligations and $29,188 million of its $103,208 million of variable rate debt into fixed rate obligations at December 31, 2004. In addition, certain of GMAC’s debt obligations are denominated in currencies other than the currency of the issuing country. Foreign currency swap agreements are used to hedge exposure to changes in the exchange rates of these obligations.

Liquidity facilities

																											Unused
			Committed								Uncommitted								Total liquidity								liquidity
			Facilities								facilities								facilities								facilities
December 31, (in billions)			2004				2003				2004				2003				2004				2003				2004				2003
Automotive operations:
	Syndicated multi-currency global credit facility (a)			$8.9				$8.5				$—				$—				$8.9				$8.5				$8.9				$8.5
U.S. Mortgage operations (b)				—				—				7.6				3.9				7.6				3.9				3.9				1.6
Other:
	U.S. asset-backed commercial paper liquidity and receivables facilities (c)			22.9				22.6				—				—				22.9				22.6				22.9				22.6
	Other foreign facilities (d)			5.0				4.7				15.0				14.1				20.0				18.8				8.4				8.4
Total				$36.8				$35.8				$22.6				$18.0				$59.4				$53.8				$44.1				$41.1

(a)	The entire $8.9 is available for use by GMAC 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. This facility serves primarily as backup for the Company’s unsecured commercial paper programs.
(b)	Includes $1.3 secured master note program with a third-party financial institution, guaranteed by GMAC. The borrowing is currently unsecured; however, upon request by the financial institution or any assignee, the Company is required to pledge mortgage servicing rights valued at 200% of the outstanding balance as collateral. Also includes interbank deposit lines and federal funds lines with various banking institutions.
(c)	Relates to New Center Asset Trust (NCAT) and Mortgage Interest Networking Trust (MINT), which are qualified special purpose entities administered by GMAC for the purpose of funding assets as part of GMAC’s securitization and mortgage warehouse funding programs. These entities fund assets through the issuance of asset-backed commercial paper and represent an important source of liquidity to the Company. At December 31, 2004, NCAT commercial paper outstandings are $9.7 and are not consolidated in the Company’s Consolidated Balance Sheet. At December 31, 2004, MINT had commercial paper outstanding of $1.5, which is reflected as secured debt in the Company’s Consolidated Balance Sheet and is included in repurchase agreements and other short-term debt. Refer to Note 1 to the Consolidated Financial Statements.
(d)	Consists primarily of credit facilities supporting operations in Canada, Europe, Latin America and Asia-Pacific.

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The syndicated multi-currency global facility includes a $4.35 billion five year facility (expires June 2008) and a $4.55 billion 364-day facility (expires June 2005). The 364-day facility includes a term loan option, which, if exercised by GMAC upon expiration, carries a one-year term. Additionally, a leverage covenant restricts the ratio of consolidated unsecured debt to total stockholder’s equity to no greater than 11.0:1, under certain conditions. More specifically, the covenant is only applicable on the last day of any fiscal quarter (other than the fiscal quarter during which a change in rating occurs) during such times as the Company has senior unsecured long-term debt outstanding, without third-party enhancement, which is rated BBB+ or less (by Standard & Poor’s), or Baa1 or less (by Moody’s). GMAC’s leverage covenant ratio was 8.6:1 at December 31, 2004, and the Company was therefore in compliance with this covenant. The leverage covenant calculation excludes from debt those securitization transactions that are accounted for as on-balance sheet secured financings.

	14			Reserves for Insurance Losses and Loss Adjustment Expense

The following table provides a reconciliation of the activity in the reserves for insurance losses and loss adjustment expenses.

Year ended December 31,
(in millions)			2004				2003				2002
Balance at beginning of year			$	2,340			$	2,140			$	1,797
Reinsurance recoverables				(871	)			(812	)			(602	)
Net balance at beginning of year				1,469				1,328				1,195
Incurred related to
	Current year			2,344				2,252				1,970
	Prior years (a)			27				36				57
Total incurred (b)				2,371				2,288				2,027
Paid related to
	Current year			(1,567	)			(1,579	)			(1,388	)
	Prior years			(558	)			(582	)			(568	)
Total paid				(2,125	)			(2,161	)			(1,956	)
Other (c)				15				14				62
Net balance at end of year (d)				1,730				1,469				1,328
Reinsurance recoverables				775				871				812
Balance at end of year			$	2,505			$	2,340			$	2,140

(a)	Incurred losses and loss adjustment expenses during 2004 related to events of prior years are attributable to changes in reserve estimates for claims, which are based on additional knowledge available to the Company during 2004. In addition, also includes $29 related to reinsurance agreements the Company 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. During 2002, the change is primarily attributable to the development of additional information indicating probable ultimate losses on assumed auto reinsurance, partially offset by favorable development in expected vehicle service contract losses.
(b)	Reflected net of reinsurance recoveries totaling $312, $374, and $500 for the years ended December 31, 2004, 2003, and 2002, respectively.
(c)	Effects of exchange rate changes for the years ended December 31, 2004, 2003, and 2002. Also included in 2002 is $56, which represents reserves acquired through the purchase of subsidiaries.
(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 were $8, $10, and $8 at December 31, 2004, 2003, and 2002, respectively.

	15			Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of:

December 31, (in millions)			2004				2003
Deposits
	Consumer			$2,909				$750
	Commercial			3,248				3,298
Employee compensation and benefits				1,790				1,761
Factored client payables				1,430				1,083
Mortgage escrow deposits				1,321				1,026
Fair value of derivative contracts in payable position				953				1,196
Securitization trustee payable				514				665
GM payable, net				200				556
Taxes payable				58				391
Accounts payable and other liabilities				5,959				4,999
Total accrued expenses and other liabilities				$18,382				$15,725

	16			Derivative Instruments and Hedging Activities

GMAC enters into interest rate and foreign currency futures, forwards, options, and swaps in connection with its market risk management activities. Derivative financial instruments are used to manage interest rate risk relating to specific groups of assets and liabilities, including investment securities, loans held for sale, mortgage servicing rights, debts and deposits, as well as off-balance sheet securitizations. In addition, foreign exchange contracts are used to hedge foreign currency denominated debt and foreign exchange transactions.

GMAC’s primary objective for utilizing derivative financial instruments is to manage market risk volatility associated with interest rate and foreign currency risks related to the assets and liabilities of the automotive and mortgage operations. Managing this volatility enables the Company to price its finance and mortgage offerings at competitive rates and to minimize the impact of market risk on earnings of the Company. These strategies are applied on a decentralized basis by the respective automotive financing and mortgage operations, consistent with the level at which market risk

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Fair Value Hedges

•	Debt obligations — Interest rate swaps are used to modify GMAC’s 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 the Company’s interest rate swaps receive “short-cut” treatment under SFAS 133, resulting in no hedge ineffectiveness. However, certain of the Company’s 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, the Company takes 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 the Company’s 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. GMAC designates 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 the Consolidated Statement of Income. The Company closes hedge periods based upon derivative rebalancing or interest rate moves, which resulted in hedge periods closing on average every two business days during 2004. Effectiveness is assessed using historical hedge period data. The Company measures hedge effectiveness employing a statistical-based approach, which must meet thresholds for R-squared, slope and F-statistic.
•	Loans held for sale — The Company uses derivative financial instruments to hedge its exposure to risk associated with its 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. The Company’s 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. The Company measures hedge effectiveness employing a statistical-based approach, which must meet thresholds for R-squared, slope, and F-statistic.

Cash Flow Hedges

The Company uses derivative financial instruments to hedge its exposure to variability in expected cash flows associated with the future issuance of bonds payable related to securitizations of mortgage loans held for investment. The primary risk associated with these transactions is the variability on the issuance price of the debt securities. The Company’s primary strategy to protect against this risk is selling loans or mortgage-backed securities

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Economic Hedges not Designated as Accounting Hedges

In addition, the following describes other uses of derivatives that do not qualify for hedge accounting:

•	Off-balance sheet securitization activities — GMAC enters 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 allows for more 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 — GMAC has 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, the Company has 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 — The Company uses interest rate options, futures, swaps, caps, and floors to mitigate risk related to mortgage related securities classified as trading.

The following table summarizes the pre-tax earnings effect for each type of accounting hedge classification, segregated by the asset or liability hedged.

Year ended December 31, (in millions)				2004				2003				2002				Income Statement Classification
Fair value hedge ineffectiveness gain (loss):
	Debt obligations				$46				$45				$68			Interest and discount expense
	Mortgage servicing rights				70				348				363			Mortgage banking income
	Loans held for sale				(12	)			(2	)			27			Mortgage banking income
Cash flow hedges ineffectiveness gain (loss):
	Debt Obligations				(19	)			(1	)			1			Interest and discount expense
Economic hedge change in fair value:
	Off-balance sheet securitization activities
		Financing operations			(26	)			(102	)			(47	)		Other income
		Mortgage operations			(18	)			254				311			Mortgage banking income
	Foreign currency debt (a)				44				87				66			Interest and discount expense
	Loans held for sale or investment				(60	)			(86	)			147			Mortgage banking income
	Mortgage servicing rights				(7	)			(16	)			110			Mortgage banking income
	Mortgage related securities				(95	)			(13	)			109			Investment income
	Other				(18	)			19				(86	)		Other income
Total gain (loss)					$(95	)			$533				$1,069

(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.

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The following table presents additional information related to the Company’s derivative financial instruments.

Year ended December 31, (in millions)		2004				2003				2002
Net gain on fair value hedges excluded from assessment of effectiveness			$180				$175				$212
Expected reclassifications from other comprehensive income to earnings (a)			(1	)			(1	)			(6	)

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

Derivative financial instruments contain an element of credit risk in the event that counterparties are unable to meet the terms of the agreements. Credit risk associated with derivative financial instruments is measured as the net replacement cost should the counterparties which owe GMAC under the contract completely fail to perform under the terms of those contracts, assuming no recoveries of underlying collateral, as measured by the market value of the derivative financial instrument. At December 31, 2004, the market value of derivative financial instruments in an asset or receivable position (from GMAC’s perspective) was $9.5 billion, including accrued interest of $1.1 billion. The Company minimizes the credit risk exposure by limiting the counterparties to those major banks and financial institutions that meet established credit guidelines. As of December 31, 2004, more than of 89% of GMAC’s exposure is with counterparties with a Fitch rating of A+ or higher. Additionally, the Company reduces credit risk on the majority of its derivative financial instruments by entering into legally enforceable agreements that permit the closeout and netting of transactions with the same counterparty upon occurrence of certain events. In order to further mitigate the risk of counterparty default, the Company maintains collateral agreements with certain counterparties. The agreements require both parties to maintain cash deposits in the event the fair values of the derivative financial instruments meet established thresholds. The Company has placed cash deposits totaling $40 million and $153 million at December 31, 2004 and 2003, respectively, in accounts maintained by counterparties. The Company has received cash deposits from counterparties totaling $266 million and $102 million at December 31, 2004 and 2003, respectively. The cash deposits placed and received are included on the Consolidated Balance Sheet in Other assets and Other liabilities, respectively.

	17			Pension and Other Postretirement Benefits

Pension

Other employees (primarily at the Mortgage operations, Commercial Finance Group, and certain subsidiaries of GMAC Insurance) participate in separate retirement plans that provide for pension payments to eligible employees upon retirement based on factors such as length of service and salary. The following summarizes information relating to these non-GM sponsored plans:

			2004												2003
			GMAC								Commercial				GMAC								Commercial
			Mortgage				GMAC				Finance				Mortgage				GMAC				Finance
Year ended December 31, (in millions)			Operations				Insurance				Group				Operations				Insurance				Group
Benefit obligation				$250				$34				$23				$247				$28				$18
Fair value of plan assets				211				21				18				154				16				12
	Funded status			(39	)			(13	)			(5	)			(93	)			(12	)			(6	)
	Unrecognized net actuarial gain (loss)			39				5				—				91				5				(1	)
	Unrecognized prior service cost			1				—				—				1				—				—
	Net transition obligation			—				—				—				—				—				—
Accrued benefit cost				$1				$(8	)			$(5	)			$(1	)			$(7	)			$(7	)
Net pension expense (a)				$34				$5				$5				$26				$4				$5

(a)	Net pension expense for year ended December 31, 2002, totaled $21, $3, and $5 for GMAC Mortgage operations, GMAC Insurance, and Commercial Finance Group, respectively.

Cash contributions to these non-GM sponsored pension plans made by GMAC Mortgage operations, GMAC Insurance, and Commercial Finance Group for the year ended December 31, 2004 were $37 million, $4 million, and $3 million, respectively.

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The expected rate of return on plan assets is an estimate determined by the Company by summing the expected inflation and the expected real rate of return on stocks and bonds based on allocation percentages within the trust. The weighted average assumptions for the non-GM sponsored pension plans are presented below.

Year ended December 31,		2004				2003
Discount rate			6.02%				6.68%
Expected return on plan assets			8.67%				8.68%
Rate of compensation increase			5.27%				5.32%

Other Postretirement Benefits

	18			Income Taxes

The significant components of income tax expense were as follows:

Year ended December 31, (in millions)			2004				2003				2002
Current income tax expense
	U.S. federal			$1,518				$1,411				$908
	Foreign			128				161				206
	State and local			(37	)			351				290
Total current expense				1,609				1,923				1,404
Deferred income tax expense
	U.S. federal			(466	)			(196	)			(128	)
	Foreign			142				63				(9	)
	State and local			149				(199	)			(196	)
Total deferred expense				(175	)			(332	)			(333	)
Total income tax expense				$1,434				$1,591				$1,071

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate applicable to income is shown in the following table.

Year ended December 31,			2004				2003				2002
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			2.7				2.3				2.8
	Tax-exempt income			(0.8	)			(0.7	)			(0.5	)
	Foreign income tax rate differential			(1.3	)			(0.2	)			(0.1	)
	Other(a)			(2.6	)			(0.1	)			(0.8	)
Effective tax rate				33.0	%			36.3	%			36.4	%

(a)	Reflects the benefit of favorable settlements with various tax authorities (both U.S. and International) as well as the impact of changes in reserve requirements.

Deferred tax assets and liabilities result from differences between assets and liabilities measured for financial reporting purposes and those measured for income tax return purposes. The significant components of deferred tax assets and liabilities are reflected in the following table.

December 31, (in millions)			2004				2003
Deferred tax liabilities
	Lease transactions			$3,416				$3,967
	Mortgage servicing rights			785				536
	Deferred acquisition costs			584				428
	Unrealized gains on securities			337				295
	Debt issuance costs			335				123
	Hedging transactions			220				145
	Accumulated translation adjustment			113				19
	State and local taxes			92				65
	Other			16				68
Gross deferred tax liabilities				5,898				5,646
Deferred tax assets
	Provisions for credit losses			1,105				1,092
	Postretirement benefits			288				277
	Unearned insurance premiums			278				250
	Sales of finance receivables and loans			100				(17	)
	Foreign tax credits (a)			73				63
	Insurance reserves			65				65
	Other			235				266
Gross deferred tax assets				2,144				1,996
Net deferred tax liability				$3,754				$3,650

(a)	Net of valuation allowance of $112 as of December 31, 2004 and 2003.

Foreign pre-tax income totaled $1,004 million in 2004, $784 million in 2003, and $633 million in 2002. Foreign pre-tax income is subject to U.S. taxation when effectively repatriated. The Company provides federal income taxes on the undistributed earnings of foreign subsidiaries, except to the extent that such earnings are

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The Corporation has open tax years from 1998 to 2003 with various U.S. and foreign taxing jurisdictions. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they related to the amount, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. The Corporation has established a liability of approximately $260 million for those matters where the amount of loss is probable and estimable. The amount of the liability is based on management’s best estimate given the Corporation’s history with similar matters and interpretations of current laws and regulations.

	19			Transactions with Affiliates

As a wholly owned subsidiary, GMAC enters into various operating and financing arrangements with its parent, GM. A master intercompany agreement governs the nature of these transactions to ensure that they are done on an arms length basis, in accordance with commercially reasonable standards and in the best interest of GMAC as a diversified financial services company.

Balance Sheet

December 31, (in millions)		2004				2003
Dealer receivables due from GM (a)			$125				$112
Notes receivable from GM and affiliates			4,921				3,151
Advances to improve GM leased properties (b)			919				852
Accounts receivable from (payable to) GM and affiliates (c)			(1,506	)			(731	)
Capital contributions (non-cash)			119				—
Dividends paid			$1,500				$1,000

(a)	GMAC provides wholesale financing and term loans to dealerships owned by GM. These amounts are included in finance receivables and loans.
(b)	During 2000, GM entered into a sixteen year lease arrangement with GMAC, under which GMAC agreed to fund and capitalize improvements to three Michigan GM leased properties totaling $1.3 billion.
(c)	Includes wholesale settlements payments to GM, subvention receivables due from GM, and notes payable, which are included in accrued expenses, other liabilities, and debt, respectively.

In January 2004, GMAC assumed management and financial control of GM’s Brazilian financing operation (Banco GM, or BGM), while GM maintained legal ownership. As a result of entering into this arrangement, effective January 1, 2004, GMAC began consolidating BGM, which previously had been consolidated by GM. The impact of the consolidation was a $119 million increase in capital, which represents the net assets of the Brazilian operations on December 31, 2003. In the fourth quarter of 2004, GMAC purchased BGM from GM for $336 million resulting in the transfer of legal ownership to GMAC.

Retail and lease contracts acquired by GMAC that included rate and residual subvention from GM, payable directly or indirectly to GM dealers, as a percent of total new retail installment and lease contracts acquired were as follows:

Year ended December 31,			2004				2003
GM and affiliates rate subvented contracts acquired:
	North American operations			63	%			78	%
	International operations			58	%			60	%

In addition to subvention programs, GM provides payment guarantees on certain commercial assets GMAC has outstanding with certain third-party customers. As of December 31, 2004 and 2003, commercial obligations guaranteed by GM were $1,285 million and $1,311 million, respectively.

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Income Statement

Year ended December 31, (in millions)			2004				2003				2002
Net financing revenue:
	GM and affiliates lease residual value support		$	526			$	986			$	1,315
	Wholesale subvention and service fees from GM			174				160				149
	Interest paid on loans from GM			(45	)			(22	)			(40	)
	Consumer lease payments (a)			348				225				60
	Insurance premiums earned from GM			450				479				498
Other income:
	Interest on notes receivable from GM and affiliates			163				151				204
	Interest on wholesale settlements (b)			101				106				136
	Revenues from GM leased properties			63				58				50
Service fee income:
	GMAC of Canada operating lease administration (c)			28				35				50
	Rental car repurchases held for resale (d)			16				22				17
	Other			—				14				13
Expense:
	Employee retirement plan costs allocated by GM			114				116				86
	Off-lease vehicle selling expense reimbursement (e)			(51	)			(60	)			(70	)
	Payments to GM for services, rent and marketing expenses			281				67				69

(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 GMAC 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, interest is received 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)	GMAC receives 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 GMAC on off-lease vehicles sold by GM at auction.

	20			Comprehensive Income

Comprehensive income is composed of net income and other comprehensive income, which includes the after-tax change in unrealized gains and losses on available for sale securities, cash flow hedging activities and foreign currency translation adjustments. The following table presents the components and annual activity in other comprehensive income:

															Accumulated
			Unrealized gains												other
			on investment				Translation				Cash flow				comprehensive
Year ended December 31, (in millions)			securities (a)				adjustments (b)				hedges				income (loss)
Balance at December 31, 2001				$226				$(377	)			$(171	)			$(322	)
	2002 net change			77				137				13				227
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

(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 taxes totaling $104, $153, and $73 for the years ended December 31, 2004, 2003, and 2002, respectively.

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The net changes in the following table represent the sum of net unrealized gains (losses) of available for sale securities and net unrealized gains (losses) on cash flow hedges with the respective reclassification adjustments. Reclassification adjustments are amounts recognized in net income during the current year and that would have been reported in other comprehensive income in previous years.

Year ended December 31, (in millions)			2004				2003				2002
Available for sale securities:
	Net unrealized gains (losses) arising during the period, net of taxes (a)			$125				$199				$(234	)
	Reclassification adjustment for net (gains) losses included in net income, net of taxes (b)			(47	)			46				311
Net change				78				245				77
Cash flow hedges:
	Net unrealized gains (losses) on cash flow hedges, net of taxes (c)			264				61				(17	)
	Reclassification adjustment for net losses included in net income, net of taxes (d)			1				6				30
Net change				$265				$67				$13

(a)	Net of tax expense of $67 for 2004 and $109 for 2003 and tax benefit of $128 for 2002.
(b)	Net of tax expense of $25 for 2004 and tax benefit of $25 for 2003 and $168 for 2002.
(c)	Net of tax expense of $142 for 2004 and $37 for 2003 and tax benefit of $9 for 2002.
(d)	Net of tax benefit of $1 for 2004, $3 for 2003 and $16 for 2002.

	21			Fair Value of Financial Instruments

The Company has developed the following fair value estimates by utilization of available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value, so the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions or estimation methodologies could be material to the estimated fair values. Fair value information presented herein is based on information available at December 31, 2004 and 2003. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been updated since those dates and, therefore, the current estimates of fair value at dates subsequent to December 31, 2004 and 2003 could differ significantly from these amounts. The following describes the methodologies and assumptions used to determine fair value for the respective classes of financial instruments.

Investment Securities

Loans Held for Sale

Finance Receivables and Loans, Net

Notes Receivable from GM

Derivative Assets and Liabilities

The fair value of foreign currency swaps is based on discounted expected cash flows using market exchange rates over the remaining term of the agreement.

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Debt

Deposits

The following table presents the carrying and estimated fair value of assets and liabilities considered financial instruments under Statements of Financial Accounting Standards 107, Disclosures about Fair Value of Financial Instruments (SFAS 107). Accordingly, certain amounts that are not considered financial instruments are excluded from the table.

			2004								2003
			Carrying								Carrying
December 31, (in millions)			value				Fair value				value				Fair value
Financial assets
	Investment securities			$14,960				$14,963				$13,200				$13,193
	Loans held for sale			19,934				20,224				19,609				19,930
	Finance receivables and loans, net			199,725				199,952				174,362				176,819
	Notes receivable from GM			4,921				4,915				3,151				3,143
	Derivative assets			9,489				9,489				10,026				10,026
Financial liabilities
	Debt (a)			269,678				270,734				239,495				244,786
	Derivative liabilities			953				953				1,196				1,196
	Deposits			4,230				4,106				1,754				1,660

(a)	Debt includes deferred interest for zero coupon bonds of $718 and $633 for 2004 and 2003, respectively.

	22			Variable Interest Entities

The following describes the variable interest entities that GMAC has consolidated or in which it has a significant variable interest.

Automotive finance receivables — In certain securitization transactions, GMAC transfers consumer finance receivables and wholesale lines of credit into bank-sponsored multi-seller commercial paper conduits. These conduits provide a funding source to GMAC (as well as other transferors into the conduit) as they fund the purchase of the receivables through the issuance of commercial paper. Total assets outstanding in these bank-sponsored conduits approximated $16.1 billion as of December 31, 2004. While GMAC has a variable interest in these conduits, the Company is not considered to be the primary beneficiary, as GMAC does not retain the majority of the expected losses or returns. GMAC’s maximum exposure to loss as a result of its involvement with these non-consolidated variable interest entities is $168 million and would only be incurred in the event of a complete loss on the assets that GMAC transferred.

Mortgage warehouse funding — GMAC’s Mortgage operations transfer commercial and residential mortgage loans through various structured finance arrangements in order to provide funds for the origination and purchase of future loans. These structured finance arrangements include transfers to warehouse funding entities, including GMAC- and bank-sponsored commercial paper conduits. Transfers of assets from GMAC into each facility are accounted for as either sales (off-balance sheet) or secured financings (on-balance sheet) based on the provisions of SFAS 140. However, in either case, creditors of these facilities have no legal recourse to the general credit of GMAC. Some of these warehouse funding entities represent variable interest entities under FIN 46R.

Management has determined that for certain mortgage warehouse funding facilities, GMAC is the primary beneficiary and, as such, consolidates the entities in accordance with FIN 46R. The assets of these residential mortgage warehouse entities totaled $4.6 billion at December 31, 2004, the majority of which are included in loans held for sale and finance receivables and loans, net of unearned income, in the Company’s Consolidated Balance Sheet. The assets of the commercial mortgage warehouse entities totaled $526 million at December 31, 2004, the majority of which are included in loans held for sale and finance receivables and loans, net of unearned income, in the Company’s Consolidated Balance Sheet. The beneficial interest holders of these variable interest entities do not have legal recourse to the general credit of GMAC.

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Residential mortgage loan alliances — GMAC-RFC has invested in strategic alliances with several mortgage loan originators. These alliances may include common or preferred equity investments, working capital or other subordinated lending, and warrants. In addition to warehouse lending arrangements, management has determined that GMAC does not have the majority of the expected losses or returns and as such, consolidation is not appropriate under FIN 46R. Total assets in these alliances were $174 million at December 31, 2004. The Company’s maximum exposure to loss under these alliances, including commitments to lend additional funds or purchase loans at above-market rates, is $285 million at December 31, 2004.

Construction and real estate lending — The Company uses a special purpose entity to finance construction lending receivables. The special purpose entity purchases and holds the receivables and funds the majority of the purchases through financing obtained from third-party asset-backed commercial paper conduits. GMAC is the primary beneficiary, and as such, consolidates the entity in accordance with FIN 46R. The assets in this entity totaled $1.2 billion at December 31, 2004, which are included in finance receivables and loans, net of unearned income, in the Company’s Consolidated Balance Sheet. The beneficial interest holders of this variable interest entity do not have legal recourse to the general credit of GMAC.

GMAC-RFC has subordinated real estate lending arrangements with certain entities. These entities are created to develop land and construct residential homes. Management has determined that GMAC does not have the majority of the expected losses or returns, and as such, consolidation is not appropriate under FIN 46R. Total assets in these entities were $194 million at December 31, 2004, of which $49 million represents GMAC’s maximum exposure to loss.

Warehouse lending — The Company has a facility in which it transfers mortgage warehouse lending receivables to a 100% owned SPE which then sells a senior participation interest in the receivables to an unconsolidated QSPE. The QSPE funds the purchase of the participation interest from the SPE through financing obtained from third-party asset-backed commercial paper conduits. The SPE funds the purchase of the receivables from the Company with cash obtained from the QSPE, as well as a subordinated loan and/or an equity contribution from the Company. The senior participation interest sold to the QSPE and the commercial paper issued are not included in the assets or liabilities of the Company. Once the receivables have been sold, they may not be purchased by the Company except in very limited circumstances, such as a breach in representations or warranties. Management has determined that GMAC is the primary beneficiary of the SPE, and as such, consolidates the entity in accordance with FIN 46R. The assets of the SPE totaled $686 million at December 31, 2004, which are included in finance receivables and loans, net of unearned income, in the Company’s Consolidated Balance Sheet. The beneficial interest holders of this variable interest entity do not have legal recourse to the general credit of GMAC.

Collateralized debt obligations (CDOs) — GMAC’s Mortgage operations sponsor, purchase subordinate and equity interests in, and serve as collateral manager for CDOs. Under CDO transactions, a trust is established that purchases a portfolio of securities and issues debt and equity certificates, representing interests in the portfolio of assets. In addition to receiving variable compensation for managing the portfolio, the Company sometimes retains equity investments in the CDOs. The majority of the CDOs sponsored by the Company were initially structured or have been restructured (with approval by the senior beneficial interest holders) as qualifying special purpose entities, and are therefore exempt from FIN 46R.

GMAC receives an asset management fee for purposes of surveillance of existing collateral performance. In the event that an asset is credit impaired, a call option is triggered whereby GMAC, as collateral manager, may buy the asset out of the pool and sell it to a third-party. The call is triggered only by events that are outside of GMAC’s control, such as the downgrade by a rating agency of an asset in the pool or in the event more than a specified percentage of mortgage loans underlying a security are greater than 60 days delinquent (or have been liquidated). In the event the conditions under which the Company can exercise the call option are met, the Company recognizes these assets. In accordance with these provisions, GMAC did not recognize any assets as of December 31, 2004 or 2003.

For the majority of the Company’s remaining CDOs, the results of the primary beneficiary analysis support the conclusion that consolidation is not appropriate under FIN 46R, because GMAC does not have the majority of the expected losses or returns. The assets in these CDOs totaled $2.5 billion at December 31, 2004, of which GMAC’s maximum exposure to loss is $50 million, representing GMAC’s retained interests in these entities. The maximum exposure to loss would only occur in the unlikely event that there was a complete loss on GMAC’s retained interests in these entities. In addition, management has determined that for a particular CDO entity, GMAC is the primary beneficiary, and as such, consolidates the entity in accordance with FIN 46R. The assets in this entity totaled $294 million at December 31, 2004, the majority of which are included in investment securities in the Company’s Consolidated Balance Sheet. The beneficial interest holders of this variable interest entity do not have legal recourse to the general credit of GMAC.

Interests in real estate partnerships — The Company’s Commercial Mortgage operations syndicate investments in real estate partnerships to unaffiliated investors in the form of limited partner ownership interests (typically 99.99% of the total interests). These syndicated real estate partnerships, in turn, acquire limited partner ownership interests in various operating partnerships that develop, own, and operate affordable housing properties throughout the

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In certain syndicated real estate partnerships, the Company has guaranteed a specified rate of return to the investors. In the event of a shortfall in the delivery of tax benefits to the investors, the Company is required to provide funding to the syndicated real estate partnerships. Syndicated real estate partnerships that contain a guarantee (i.e., guaranteed syndicated real estate partnerships) are reflected in the Company’s Consolidated Financial Statements under the financing method, in accordance with Statement of Financial Accounting Standards 66, Accounting for Sales of Real Estate (SFAS 66). Under the financing method, the assets and liabilities of the guaranteed syndicated real estate partnerships are reflected on GMAC’s Consolidated Balance Sheet. More specifically, cash and cash equivalents and equity method investments (in the underlying operating partnership entities) of the guaranteed syndicated real estate partnerships are included in assets in the Company’s Consolidated Balance Sheet. Liabilities of the guaranteed syndicated real estate partnerships consist almost entirely of a financing liability (initially equal to the amount of equity contributed by each investor), payable to each tax credit fund investor. The financing liability to the investors is extinguished over the life of the guaranteed syndicated real estate partnerships, as annual tax benefits guaranteed to each investor are delivered.

In addition to reflecting the assets and liabilities of the guaranteed syndicated real estate partnerships, the Company has variable interests in the underlying operating partnerships (primarily in the form of limited partnership interests). The results of the Company’s variable interest analysis indicated that GMAC is not the primary beneficiary of these partnerships and, as a result, is not required to consolidate these entities under FIN 46R. Assets outstanding in the underlying operating partnerships approximated $5.0 billion at December 31, 2004. GMAC’s exposure to loss at such time was $708 million, representing the financing liability reflected in GMAC’s Consolidated Financial Statements, or the amount payable to investors in the event of liquidation of the partnerships. The Company’s exposure to loss increases as unaffiliated investors fund additional guaranteed commitments with the Company, and decreases as tax benefits are delivered to unaffiliated investors. Considering such committed amounts, the Company’s exposure to loss in future periods is not expected to exceed $1.6 billion.

New market tax credit funds — The Company syndicates and manages investments in partnerships that make investments, typically mortgage loans that, in turn, qualify the partnerships to earn New Markets Tax Credits. New Markets Tax Credits permit taxpayers to receive a federal income tax credit for making qualified equity investments in community development entities. For one particular tax credit fund, management has determined that GMAC does not have the majority of the expected losses or returns, and as such, consolidation is not appropriate under FIN 46R. The assets in these investments totaled $62 million at December 31, 2004, of which $45 million represents GMAC’s maximum exposure to loss. In addition to this entity, management has determined that for another tax credit fund, GMAC is a primary beneficiary, and as such, consolidates the entity in accordance with FIN 46R. The assets in the entity totaled $76 million at December 31, 2004, which are included in Other assets in the Company’s Consolidated Balance Sheet. The beneficial interest holders of this variable interest entity do not have legal recourse to the general credit of GMAC.

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	23			Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. Financial information for GMAC’s reporting segments is summarized below.

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
2004
Net financing revenue before provision for credit losses			$5,971				$1,670				$262				$1,992				$84				$—				$817				$10,796
Provision for credit losses			(806	)			(144	)			5				(983	)			—				—				(16	)			(1,944	)
Other revenue			2,210				706				1,457				1,145				1,014				3,983				(534	)			9,981
Total net revenue			7,375				2,232				1,724				2,154				1,098				3,983				267				18,833
Noninterest expense			5,972				1,665				1,223				1,148				823				3,497				158				14,486
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 financing revenue before provision for credit losses			$6,597				$1,571				$95				$1,369				$225				$—				$839				$10,696
Provision for credit losses			(1,045	)			(185	)			(20	)			(420	)			3				—				(54	)			(1,721	)
Other revenue			2,250				523				1,798				968				1,144				3,464				(546	)			9,601
Total net revenue			7,802				1,909				1,873				1,917				1,372				3,464				239				18,576
Noninterest expense			6,189				1,471				1,282				1,065				858				3,186				141				14,192
Income before income tax expense			1,613				438				591				852				514				278				98				4,384
Income tax expense (benefit)			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
2002
Net financing revenue before provision for credit losses			$6,169				$1,315				$9				$533				$208				$—				$921				$9,155
Provision for credit losses			(1,310	)			(165	)			(10	)			(208	)			(21	)			—				(439	)			(2,153	)
Other revenue			2,900				373				1,180				998				898				2,840				(668	)			8,521
Total net revenue			7,759				1,523				1,179				1,323				1,085				2,840				(186	)			15,523
Noninterest expense			5,791				1,189				1,165				816				719				2,754				148				12,582
Income before income tax expense			1,968				334				14				507				366				86				(334	)			2,941
Income tax expense (benefit)			732				128				8				194				141				(1	)			(131	)			1,071
Net income			$1,236				$206				$6				$313				$225				$87				$(203	)			$1,870
Total assets			$170,476				$21,824				$14,654				$26,800				$11,994				$8,722				$(26,742	)			$227,728

(a)	Financing operations in the MD&A also includes the Commercial Finance Group, which is a separate operating segment and is included in Other above.
(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 the Company’s Commercial Finance Group, certain corporate activities related to the Mortgage Group, reclassifications and eliminations between the reporting segments. At December 31, 2004, total assets were $8.0 billion for the Commercial Finance Group, $10 million for the corporate activities of the Mortgage Group and $(30.9) billion in eliminations.

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Information concerning principal geographic areas was as follows:

Geographic Information

										Income before								Long-lived
Year ended December 31, (in millions)		Revenue (a)				Expense (b)				income taxes				Net income				assets (c)
2004
Canada			$1,552				$1,258				$294				$194				$5,930
Europe			2,293				1,880				413				305				3,274
Latin America			768				456				312				226				108
Asia-Pacific			309				187				122				95				267
Total foreign			4,922				3,781				1,141				820				9,579
Total domestic			13,911				10,705				3,206				2,093				22,182
Total			$18,833				$14,486				$4,347				$2,913				$31,761
2003
Canada			$1,189				$966				$223				$159				$4,484
Europe			1,957				1,622				335				209				2,949
Latin America			603				356				247				170				89
Asia-Pacific			365				258				107				103				226
Total foreign			4,114				3,202				912				641				7,748
Total domestic			14,462				10,990				3,472				2,152				21,801
Total			$18,576				$14,192				$4,384				$2,793				$29,549
2002
Canada			$996				$726				$270				$200				$3,298
Europe			1,422				1,221				201				127				2,583
Latin America			529				372				157				93				75
Asia-Pacific			327				231				96				59				173
Total foreign			3,274				2,550				724				479				6,129
Total domestic			12,249				10,032				2,217				1,391				21,888
Total			$15,523				$12,582				$2,941				$1,870				$28,017

(a)	Revenue consists of total net revenue as presented on the Consolidated Statement of Income.
(b)	Expense is composed of total expense as presented on the Consolidated Statement of Income.
(c)	Primarily consists of net operating leases assets, goodwill, intangible assets, and net property and equipment.

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	24			Guarantees, Commitments, Contingencies and Other Risks

Guarantees

			2004								2003
							Carrying value								Carrying value
December 31, (in millions)			Maximum liability				of liability				Maximum liability				of liability
Construction lending				$964				$3				$640				$2
Standby letters of credit				316				2				269				4
Securitization and sales:
	Agency loans sold with recourse			4,648				6				2,415				3
	Commercial mortgage securitizations			1,210				1				1,301				—
	HLTV securitizations			416				11				587				31
	Mortgage-related securities			31				29				92				44
Guarantees for repayment of third-party debt				212				3				208				—

Construction lending — The Company has guaranteed repayment of principal and interest on certain construction loans through its Commercial Mortgage operations. Additionally, the guarantees are issued on long-term fixed rate agency loans. Losses would be incurred in the event of default of the underlying construction loans. These guarantees expire at various times during 2005 to 2009.

Standby letters of credit — The Company’s Financing operations (primarily through its Commercial Finance Group) issues financial standby letters of credit to customers that represent irrevocable guarantees of payment of specified financial obligations (typically to customer’s suppliers). In addition, GMAC’s Mortgage operations issue letters of credit as part of its warehouse and construction lending activities. Expiration dates on the letters of credit range from 2005 to ongoing commitments, and are generally collateralized by assets of the client (trade receivables, cash deposits, etc.).

Agency loans sold with recourse — The Company’s Mortgage operations guarantee agency loans sold with recourse. Guarantees represent exposure on loans sold with recourse and subject to first loss position. Losses would be incurred in the event of default of the underlying loans. This guarantee represents an ongoing agreement with Fannie Mae.

Commercial mortgage securitizations — The Company (through its commercial Mortgage operations) has guaranteed repayment of principal and interest associated with certain commercial mortgage loan securitization transactions. Securities issued as a result of these securitization transactions were credit enhanced by an AAA rated insurer and the Company has issued a guarantee to the insurer for a portion of the guaranteed securities. The Company has also retained an investment in these securitizations that is subordinate to these guarantees. Collateral totaling $110 million and $75 million has been posted with regard to these guarantees for the years ended December 31, 2004 and 2003, respectively. Losses on the guarantee would be incurred in the event that losses on the underlying collateral exceed the Company’s subordinated investment. Expiration dates range from 2005 to ongoing agreements.

Also, on occasion, the Company has entered into put option agreements with third-party banks through its commercial Mortgage operations. In these agreements, the bank has the option to tender bonds to GMAC at a purchase price of par plus accrued interest thereon. Upon exercise of such tender option by the bank, GMAC agrees to repurchase the bonds from the bank from its own funds. The term of these put options varies but, in all cases is less than one year. The notional amounts of the unexercised put options aggregated $59 million and $39 million as of December 31, 2004 and 2003, respectively.

High loan-to-value (HLTV) securitizations — The Company’s residential Mortgage operations have entered into agreements to provide credit loss protection for certain HLTV securitization transactions. Collateral totalling $133 million and $163 million is pledged with regard to these guarantees for the years ended December 31, 2004 and 2003, respectively. GMAC is required to perform on its guaranty obligation when the security credit enhancements are exhausted and losses are passed through to broker-dealers or when the bond insurer makes a payment under the bond insurance policy. The guarantees terminate the first calendar month during which the security aggregate note amount is reduced to zero.

Mortgage-related securities — GMAC-RFC has contingent obligations related to prepayment risk on sales of certain mortgage-related securities. For the years ended December 31, 2004 and 2003, the obligations require payment of remaining principal upon maturity of senior classes of issued securities and are capped at

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Guarantees for repayment of third-party debt — Under certain arrangements, the Company guarantees the repayment of third-party debt obligations in the case of default. Some of these guarantees are collateralized by letters of credit.

The Company’s Commercial Finance Group provides credit protection to third-parties which guarantee payment of specified financial obligations of the third-party suppliers, without purchasing such obligations.

Other guarantees — The Company has other standard indemnification clauses in certain of its funding arrangements that would require GMAC to pay lenders for increased costs resulting from certain changes in laws or regulations. Since any changes would be dictated by legislative and regulatory actions, which are inherently unpredictable, the Company is not able to estimate a maximum exposure under these arrangements. To date, GMAC has not made any payments under these indemnification clauses. The Company’s Mortgage operations sponsor certain agents who originate mortgage loans under government loan programs. Under these arrangements, the Company has guaranteed uninsured losses resulting from the actions of the agents. At December 31, 2004 and 2003, the Company did not record any liabilities associated with this guarantee. Since we are unable to predict the agents actions, the Company is not able to estimate a maximum exposure related to this guarantee.

In connection with certain asset sales and securitization transactions, the Company typically delivers 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 asset. Prior to any sale or securitization transaction, the Company performs 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, the Company believes that the potential for loss under these arrangements is remote. Accordingly, no liability is reflected in the Consolidated Balance Sheet related to these potential obligations. The maximum potential amount of future payments the Company could be required to make would be equal to the current balances of all assets subject to such securitization or sale activities. The Company does not monitor the total value of assets historically transferred to securitization vehicles or through other asset sales. Therefore, the Company is unable to develop an estimate of the maximum payout under these representations and warranties.

Commitments

			2004												2003
			Contract				Gain				Loss				Contract				Gain				Loss
December 31, (in millions)			amount				position				position				amount				position				Position
Commitments to:
	Originate/purchase mortgages or securities (a)			$13,865				$9				$(26	)			$10,806				$72				$(6	)
	Sell mortgages or securities (a)			11,823				6				(10	)			8,322				1				(48	)
	Remit excess cash flows on certain loan portfolios (b)			4,335				19				—				4,351				6				(105	)
	Fund construction lending (c)			2,702				—				—				1,872				—				—
	Sell retail automotive receivables (d)			2,000				—				—				—				—				—
	Provide capital to equity method investees (e)			343				—				—				158				—				—
Unused mortgage lending commitments (f)				15,519				—				—				17,625				—				—
Unused revolving credit line commitments (g)				6,721				—				—				6,775				—				—

(a)	The fair value is estimated using published market information associated with commitments to sell similar instruments. Included as of December 31, 2004 and 2003 are commitments accounted for as derivatives with a contract amount of $18,232 and $14,495; a gain position of $26 and $60; and a loss position of $35 and $159, respectively.
(b)	Under certain residential mortgage purchase agreements, GMAC is committed to remitting 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)	GMAC is committed to fund the completion of the development of certain lots and model homes up to the agreed upon amount per project.
(d)	GMAC has entered into agreements with third-party banks to sell automotive retail receivables in which GMAC transfers all credit risk to the purchaser (whole loan sales).
(e)	GMAC is 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.

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The mortgage lending and revolving credit line commitments contain an element of credit risk. Management reduces its credit risk for unused mortgage lending and unused revolving credit line commitments by applying the same credit policies in making commitments as it does for extending loans. The Company typically requires collateral as these commitments are drawn.

Lease Commitments

Year ended December 31, (in millions)
2005			$195
2006			158
2007			130
2008			94
2009			62
2010 and thereafter			147
Total minimum payment required			$786

Certain of the leases contain escalation clauses and renewal or purchase options. Rental expenses under operating leases were $230 million, $230 million and $221 million in 2004, 2003 and 2002, respectively.

Contractual Commitments — The Company has entered into multiple agreements for information technology, marketing and advertising, and voice and communication technology and maintenance. Many of the agreements are subject to variable price provisions, fixed or minimum price provisions, and termination or renewal provisions. Future payment obligations under these agreements totaled $319 million and are due as follows: $203 million in 2005, $94 million in 2006 and 2007, $21 million in 2008 and 2009, and $1 million after 2010.

Extended Service and Maintenance Contract Commitments — Extended service contract programs provide consumers with expansions and extensions of vehicle warranty coverage for specified periods of time and mileages. Such coverage generally provides for the repair or replacement of components in the event of failure. The terms of these contracts, which are sold through automobile dealerships and direct mail, range from 3 to 84 months.

The following table presents an analysis of activity in unearned service revenue.

Year ended December 31, (in millions)		2004				2003
Balance at beginning of year			$2,033				$1,161
Written service contract revenue			1,237				1,264
Earned service contract revenue			(561	)			(392	)
Balance at end of year			$2,709				$2,033

Legal Contingencies

GMAC and its subsidiaries are named as defendants in a number of legal actions, and from time to time, involved in governmental proceedings arising in connection with GMAC’s respective businesses. Some of the pending actions purport to be class actions. The Company establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts reserved for those claims. Based on information currently available, advice of counsel, available insurance coverage, and established reserves, it is the opinion of management that the eventual outcome of the actions against GMAC will not have a material adverse effect on the Company’s consolidated financial condition, results of operations, or cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of a legal matter, if unfavorable, may be material to the Company’s consolidated financial condition, results of operations, or cash flows.

Other Contingencies

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Other Risks

December 31, (in millions)			2004				2003
Loans with recourse
	Sold			$3,449				$3,152
	Repurchased			43				56
Maximum exposure on loans sold with recourse (a):
	Full exposure			611				427
	Limited exposure			53				107
Total exposure				$664				$534

(a)	Maximum recourse exposure is net of amounts reinsured with third-parties totaling $1 and $156 at December 31, 2004 and 2003, respectively. Loss reserves, included in other liabilities, related to loans sold with recourse totaled $7 and $5 at December 31, 2004 and 2003, respectively.

Concentrations

The majority of GMAC’s finance receivables and loans and operating lease assets are geographically diversified throughout the United States. Outside the United States, finance receivables and loans and operating lease assets are concentrated in Canada, Europe (primarily Germany and the United Kingdom), Australia and Mexico.

The Company’s Insurance operations have a concentration of credit risk related to loss and loss adjustment expenses and prepaid reinsurance ceded to certain state insurance funds. Michigan insurance law and the Company’s large market share in North Carolina, result in credit exposure to the Michigan Catastrophic Claims Association and the North Carolina Reinsurance Facility totaling $722 million and $664 million at December 31, 2004 and 2003, respectively.

Capital Requirements

The Company also has certain subsidiaries of the Mortgage operations and North American Automotive Financing operations that operate as depository institutions in the United States which are subject to minimum aggregate capital requirements, and other subsidiaries that are required to maintain regulatory capital requirements under agreements with Freddie Mac, Fannie Mae, Ginnie Mae, the Department of Housing and Urban Development, Utah State Department of Financial Institutions, and the Federal Deposit Insurance Corporation (FDIC). Assets in the depository institutions totaled $7.5 billion and $3.3 billion at December 31, 2004 and 2003, respectively. Deposits in the entities are insured by the FDIC. As of December 31, 2004, the Company has met all regulatory requirements and was in compliance with the minimum capital requirements.

GMAC Insurance is subject to certain minimum aggregated capital requirements, restricted net assets, and restricted dividend distributions under applicable state insurance law, the National Association of Securities Dealers, the Financial Services Authority in England, the Office of the Superintendent of Financial Institution of Canada, and the National Insurance and Bonding Commission of Mexico. To date, compliance with these various regulations has not had a materially adverse effect on the Company’s financial position, results of operations, or cash flows.

Under the various state insurance regulations, dividend distributions may be made only from statutory unassigned surplus, and the state regulatory authorities must approve such distributions if they exceed certain statutory limitations. Based on the December 31, 2004 statutory policyholders’ surplus, the maximum dividend that could be paid by the insurance subsidiaries over the next twelve months without prior statutory approval approximates $226 million.

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	Summary of Consolidated Quarterly Earnings (unaudited)

Year ended December 31, 2004		Reported				Restated				Reported				Restated				Reported				Restated
(in millions)		First (a)				First				Second (a)				Second				Third (a)				Third				Fourth
Total financing revenue			$4,894				$4,943				$4,974				$5,052				$4,974				$5,032				$5,304
Interest and discount expense			2,206				2,223				2,228				2,253				2,367				2,398				2,661
Provision for credit losses			457				476				411				412				544				548				508
Total net revenue			4,716				4,690				4,842				4,830				4,662				4,621				4,692
Net income (b)			$786				$764				$860				$846				$656				$620				$683

(a)	Certain amounts have been reclassified to conform to the annual presentation (refer to Note 1 to the Consolidated Financial Statements), prior to the restatements discussed below.
(b)	Net income for the quarterly period ended December 31, 2004 was previously furnished in a Form 8-K filing on January 19, 2005 as $611.

Year ended December 31, 2003
(in millions)		First				Second				Third				Fourth
Total financing revenue			$4,291				$4,665				$4,615				$4,689
Interest and discount expense			1,794				1,854				1,959				1,957
Provision for credit losses			410				386				451				474
Total net revenue			4,543				4,929				4,493				4,611
Net income			$699				$834				$630				$630

GMAC’s quarterly information for each of the three quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 has been restated from previously reported results to adjust for certain amounts that were recognized in the incorrect 2004 quarterly period. These adjustments did not impact GMAC’s 2004 annual results, financial condition as of December 31, 2004 or cash flows for year ended December 31, 2004, nor were any of these adjustments individually material to GMAC’s annual or quarterly consolidated financial statements. Most of the adjustments relate to items detected and recorded in the fourth quarter of 2004 at GMAC’s residential mortgage businesses (GMAC Residential and GMAC-RFC) that relate to earlier 2004 quarters. More specifically, certain of the adjustments were identified and corrected through internal control remediation that occurred in connection with GMAC’s Corporate Sarbanes-Oxley Section 404 program. The most significant of these adjustments involve the valuation of certain interests in securitized assets, accounting for deferred income taxes related to certain secured financing transactions and the income statement effects of consolidating certain mortgage transfers previously recognized as sales.

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