GJM 2012.06.30 10Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012, or
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¨ | 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
ALLY FINANCIAL INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 38-0572512 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
200 Renaissance Center
P.O. Box 200, Detroit, Michigan
48265-2000
(Address of principal executive offices)
(Zip Code)
(866) 710-4623
(Registrant’s telephone number, including area code)
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 for the past 90 days.
Yes þ No ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for a shorter period that the registrant was required to submit and post such files).
Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o | | Accelerated filer o | | Non-accelerated filer þ | | Smaller reporting company o |
| | (Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
At August 3, 2012, the number of shares outstanding of the Registrant’s common stock was 1,330,970 shares.
INDEX
Ally Financial Inc. Form 10-Q
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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Item 1. Financial Statements
Condensed Consolidated Statement of Comprehensive Income (unaudited)
Ally Financial Inc. • Form 10-Q
4
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| | Three months ended June 30, | | Six months ended June 30, |
($ in millions) | | 2012 | | 2011 | | 2012 | | 2011 |
Financing revenue and other interest income | | | | | | | | |
Interest and fees on finance receivables and loans | | $ | 1,691 |
| | $ | 1,675 |
| | $ | 3,369 |
| | $ | 3,296 |
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Interest on loans held-for-sale | | 36 |
| | 86 |
| | 109 |
| | 170 |
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Interest on trading assets | | 2 |
| | 3 |
| | 13 |
| | 6 |
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Interest and dividends on available-for-sale investment securities | | 86 |
| | 106 |
| | 170 |
| | 209 |
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Interest-bearing cash | | 18 |
| | 15 |
| | 32 |
| | 27 |
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Operating leases | | 579 |
| | 598 |
| | 1,119 |
| | 1,253 |
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Total financing revenue and other interest income | | 2,412 |
| | 2,483 |
| | 4,812 |
| | 4,961 |
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Interest expense | | | | | | | | |
Interest on deposits | | 184 |
| | 171 |
| | 370 |
| | 337 |
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Interest on short-term borrowings | | 60 |
| | 87 |
| | 135 |
| | 179 |
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Interest on long-term debt | | 1,068 |
| | 1,331 |
| | 2,245 |
| | 2,737 |
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Total interest expense | | 1,312 |
| | 1,589 |
| | 2,750 |
| | 3,253 |
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Depreciation expense on operating lease assets | | 318 |
| | 176 |
| | 611 |
| | 446 |
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Net financing revenue | | 782 |
| | 718 |
| | 1,451 |
| | 1,262 |
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Other revenue | | | | | | | | |
Servicing fees | | 216 |
| | 341 |
| | 526 |
| | 698 |
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Servicing asset valuation and hedge activities, net | | (73 | ) | | (105 | ) | | (64 | ) | | (192 | ) |
Total servicing income, net | | 143 |
| | 236 |
| | 462 |
| | 506 |
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Insurance premiums and service revenue earned | | 359 |
| | 399 |
| | 734 |
| | 798 |
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Gain on mortgage and automotive loans, net | | 134 |
| | 116 |
| | 260 |
| | 206 |
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Loss on extinguishment of debt | | — |
| | (25 | ) | | — |
| | (64 | ) |
Other gain on investments, net | | 66 |
| | 92 |
| | 156 |
| | 176 |
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Other income, net of losses | | 226 |
| | 239 |
| | 503 |
| | 443 |
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Total other revenue | | 928 |
| | 1,057 |
| | 2,115 |
| | 2,065 |
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Total net revenue | | 1,710 |
| | 1,775 |
| | 3,566 |
| | 3,327 |
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Provision for loan losses | | 29 |
| | 50 |
| | 169 |
| | 163 |
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Noninterest expense | | | | | | | | |
Compensation and benefits expense | | 389 |
| | 415 |
| | 864 |
| | 839 |
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Insurance losses and loss adjustment expenses | | 208 |
| | 227 |
| | 367 |
| | 397 |
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Other operating expenses | | 1,933 |
| | 892 |
| | 2,649 |
| | 1,638 |
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Total noninterest expense | | 2,530 |
| | 1,534 |
| | 3,880 |
| | 2,874 |
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(Loss) income from continuing operations before income tax expense | | (849 | ) | | 191 |
| | (483 | ) | | 290 |
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Income tax expense from continuing operations | | 15 |
| | 83 |
| | 79 |
| | 13 |
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Net (loss) income from continuing operations | | (864 | ) | | 108 |
| | (562 | ) | | 277 |
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(Loss) income from discontinued operations, net of tax | | (34 | ) | | 5 |
| | (26 | ) | | (18 | ) |
Net (loss) income | | (898 | ) | | 113 |
| | (588 | ) | | 259 |
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Other comprehensive (loss) income, net of tax | | (206 | ) | | 89 |
| | (19 | ) | | 64 |
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Comprehensive (loss) income | | $ | (1,104 | ) | | $ | 202 |
| | $ | (607 | ) | | $ | 323 |
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Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Statement of Comprehensive Income (unaudited)
Ally Financial Inc. • Form 10-Q
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| | Three months ended June 30, | | Six months ended June 30, |
($ in millions except per share data) | | 2012 | | 2011 | | 2012 | | 2011 |
Net loss attributable to common shareholders | | | | | | | | |
Net (loss) income from continuing operations | | $ | (864 | ) | | $ | 108 |
| | $ | (562 | ) | | $ | 277 |
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Preferred stock dividends — U.S. Department of Treasury | | (134 | ) | | (134 | ) | | (267 | ) | | (267 | ) |
Preferred stock dividends | | (67 | ) | | (57 | ) | | (134 | ) | | (127 | ) |
Impact of preferred stock amendment (a) | | — |
| | — |
| | — |
| | 32 |
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Net loss from continuing operations attributable to common shareholders (b) | | (1,065 | ) | | (83 | ) | | (963 | ) | | (85 | ) |
(Loss) income from discontinued operations, net of tax | | (34 | ) | | 5 |
| | (26 | ) | | (18 | ) |
Net loss attributable to common shareholders | | $ | (1,099 | ) | | $ | (78 | ) | | $ | (989 | ) | | $ | (103 | ) |
Basic weighted-average common shares outstanding | | 1,330,970 |
| | 1,330,970 |
| | 1,330,970 |
| | 1,330,970 |
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Diluted weighted-average common shares outstanding (b) | | 1,330,970 |
| | 1,330,970 |
| | 1,330,970 |
| | 1,330,970 |
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Basic earnings per common share | | | | | | | | |
Net loss from continuing operations | | $ | (800 | ) | | $ | (62 | ) | | $ | (723 | ) | | $ | (64 | ) |
(Loss) income from discontinued operations, net of tax | | (25 | ) | | 4 |
| | (20 | ) | | (14 | ) |
Net loss | | $ | (825 | ) | | $ | (58 | ) | | $ | (743 | ) | | $ | (78 | ) |
Diluted earnings per common share (b) | | | | | | | | |
Net loss from continuing operations | | $ | (800 | ) | | $ | (62 | ) | | $ | (723 | ) | | $ | (64 | ) |
(Loss) income from discontinued operations, net of tax | | (25 | ) | | 4 |
| | (20 | ) | | (14 | ) |
Net loss | | $ | (825 | ) | | $ | (58 | ) | | $ | (743 | ) | | $ | (78 | ) |
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(a) | Refer to Note 20 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for further detail. |
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(b) | Due to the antidilutive effect of converting the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares and the net loss attributable to common shareholders for the three months and six months ended June 30, 2012 and 2011, respectively, loss attributable to common shareholders and basic weighted-average common shares outstanding were used to calculate basic and diluted earnings per share. |
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Balance Sheet (unaudited)
Ally Financial Inc. • Form 10-Q
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($ in millions) | | June 30, 2012 | | December 31, 2011 |
Assets | | | | |
Cash and cash equivalents | | | | |
Noninterest-bearing | | $ | 2,106 |
| | $ | 2,475 |
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Interest-bearing | | 14,020 |
| | 10,560 |
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Total cash and cash equivalents | | 16,126 |
| | 13,035 |
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Trading assets | | — |
| | 622 |
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Investment securities | | 13,366 |
| | 15,135 |
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Loans held-for-sale, net ($1,377 and $3,919 fair value-elected) | | 2,000 |
| | 8,557 |
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Finance receivables and loans, net | | | | |
Finance receivables and loans, net ($— and $835 fair value-elected) | | 119,913 |
| | 114,755 |
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Allowance for loan losses | | (1,427 | ) | | (1,503 | ) |
Total finance receivables and loans, net | | 118,486 |
| | 113,252 |
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Investment in operating leases, net | | 11,197 |
| | 9,275 |
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Mortgage servicing rights | | 1,105 |
| | 2,519 |
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Premiums receivable and other insurance assets | | 1,887 |
| | 1,853 |
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Other assets | | 14,010 |
| | 18,741 |
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Assets of operations held-for-sale | | 383 |
| | 1,070 |
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Total assets | | $ | 178,560 |
| | $ | 184,059 |
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Liabilities | | | | |
Deposit liabilities | | | | |
Noninterest-bearing | | $ | 2,411 |
| | $ | 2,029 |
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Interest-bearing | | 45,581 |
| | 43,021 |
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Total deposit liabilities | | 47,992 |
| | 45,050 |
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Short-term borrowings | | 6,010 |
| | 7,680 |
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Long-term debt ($— and $830 fair value-elected) | | 91,096 |
| | 92,794 |
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Interest payable | | 1,552 |
| | 1,587 |
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Unearned insurance premiums and service revenue | | 2,631 |
| | 2,576 |
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Reserves for insurance losses and loss adjustment expenses | | 477 |
| | 580 |
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Accrued expenses and other liabilities ($— and $29 fair value-elected) | | 10,198 |
| | 14,084 |
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Liabilities of operations held-for-sale | | 241 |
| | 337 |
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Total liabilities | | 160,197 |
| | 164,688 |
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Equity | | | | |
Common stock and paid-in capital | | 19,668 |
| | 19,668 |
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Mandatorily convertible preferred stock held by U.S. Department of Treasury | | 5,685 |
| | 5,685 |
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Preferred stock | | 1,255 |
| | 1,255 |
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Accumulated deficit | | (8,313 | ) | | (7,324 | ) |
Accumulated other comprehensive income | | 68 |
| | 87 |
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Total equity | | 18,363 |
| | 19,371 |
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Total liabilities and equity | | $ | 178,560 |
| | $ | 184,059 |
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The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Balance Sheet (unaudited)
Ally Financial Inc. • Form 10-Q
The assets of consolidated variable interest entities, presented based upon the legal transfer of the underlying assets in order to reflect legal ownership, that can be used only to settle obligations of the consolidated variable interest entities and the liabilities of these entities for which creditors (or beneficial interest holders) do not have recourse to our general credit were as follows.
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($ in millions) | | June 30, 2012 | | December 31, 2011 |
Assets | | | | |
Loans held-for-sale, net | | $ | — |
| | $ | 9 |
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Finance receivables and loans, net | | | | |
Finance receivables and loans, net ($— and $835 fair value-elected) | | 39,330 |
| | 40,935 |
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Allowance for loan losses | | (175 | ) | | (210 | ) |
Total finance receivables and loans, net | | 39,155 |
| | 40,725 |
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Investment in operating leases, net | | 4,686 |
| | 4,389 |
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Other assets | | 2,038 |
| | 3,029 |
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Total assets | | $ | 45,879 |
| | $ | 48,152 |
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Liabilities | | | | |
Short-term borrowings | | $ | 1,511 |
| | $ | 795 |
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Long-term debt ($— and $830 fair value-elected) | | 32,016 |
| | 33,143 |
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Interest payable | | 6 |
| | 14 |
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Accrued expenses and other liabilities | | 90 |
| | 405 |
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Total liabilities | | $ | 33,623 |
| | $ | 34,357 |
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The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Statement of Changes in Equity (unaudited)
Ally Financial Inc. • Form 10-Q
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($ in millions) | | Common stock and paid-in capital | | Mandatorily convertible preferred stock held by U.S. Department of Treasury | | Preferred stock | | Accumulated deficit | | Accumulated other comprehensive income | | Total equity |
Balance at January 1, 2011 | | $ | 19,668 |
| | $ | 5,685 |
| | $ | 1,287 |
| | $ | (6,410 | ) | | $ | 259 |
| | $ | 20,489 |
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Net income | | | | | | | | 259 |
| | | | 259 |
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Preferred stock dividends — U.S. Department of Treasury | | | | | | | | (267 | ) | | | | (267 | ) |
Preferred stock dividends | | | | | | | | (127 | ) | | | | (127 | ) |
Series A preferred stock amendment (a) | | | | | | (32 | ) | | 32 |
| | | | — |
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Other comprehensive income, net of tax | | | | | | | | | | 64 |
| | 64 |
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Other (b) | | | | | | | | 5 |
| | | | 5 |
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Balance at June 30, 2011 | | $ | 19,668 |
| | $ | 5,685 |
| | $ | 1,255 |
| | $ | (6,508 | ) | | $ | 323 |
| | $ | 20,423 |
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Balance at January 1, 2012 | | $ | 19,668 |
| | $ | 5,685 |
| | $ | 1,255 |
| | $ | (7,324 | ) | | $ | 87 |
| | $ | 19,371 |
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Net loss | | | | | | | | (588 | ) | | | | (588 | ) |
Preferred stock dividends — U.S. Department of Treasury | | | | | | | | (267 | ) | | | | (267 | ) |
Preferred stock dividends | | | | | | | | (134 | ) | | | | (134 | ) |
Other comprehensive loss, net of tax | | | | | | | | | | (19 | ) | | (19 | ) |
Balance at June 30, 2012 | | $ | 19,668 |
| | $ | 5,685 |
| | $ | 1,255 |
| | $ | (8,313 | ) | | $ | 68 |
| | $ | 18,363 |
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(a) | Refer to Note 20 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for further detail. |
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(b) | Represents a reduction of the estimated payment accrued for tax distributions as a result of the completion of the GMAC LLC U.S. Return of Partnership Income for the tax period January 1, 2009 through June 30, 2009. |
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Statement of Cash Flows (unaudited)
Ally Financial Inc. • Form 10-Q
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Six months ended June 30, ($ in millions) | | 2012 | | 2011 |
Operating activities | | | | |
Net (loss) income | | $ | (588 | ) | | $ | 259 |
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Reconciliation of net (loss) income to net cash provided by operating activities | | | | |
Depreciation and amortization | | 1,151 |
| | 1,418 |
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Other impairment | | 15 |
| | 6 |
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Changes in fair value of mortgage servicing rights | | 401 |
| | 115 |
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Provision for loan losses | | 169 |
| | 163 |
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Gain on sale of loans, net | | (252 | ) | | (215 | ) |
Net gain on investment securities | | (162 | ) | | (183 | ) |
Loss on extinguishment of debt | | — |
| | 64 |
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Originations and purchases of loans held-for-sale | | (15,801 | ) | | (25,874 | ) |
Proceeds from sales and repayments of loans held-for-sale | | 17,499 |
| | 29,166 |
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Impairment and accruals related to Residential Capital, LLC deconsolidation | | 1,192 |
| | — |
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Net change in | | | | |
Trading securities | | 595 |
| | (154 | ) |
Deferred income taxes | | (85 | ) | | (66 | ) |
Interest payable | | 130 |
| | (111 | ) |
Other assets | | 1,028 |
| | (1,288 | ) |
Other liabilities | | (528 | ) | | 1,815 |
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Other, net | | 176 |
| | (752 | ) |
Net cash provided by operating activities | | 4,940 |
| | 4,363 |
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Investing activities | | | | |
Purchases of available-for-sale securities | | (6,758 | ) | | (10,982 | ) |
Proceeds from sales of available-for-sale securities | | 5,636 |
| | 8,423 |
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Proceeds from maturities of available-for-sale securities | | 2,792 |
| | 2,386 |
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Net increase in finance receivables and loans | | (7,475 | ) | | (8,669 | ) |
Proceeds from sales of finance receivables and loans | | 1,978 |
| | 1,346 |
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Purchases of operating lease assets | | (3,350 | ) | | (3,817 | ) |
Disposals of operating lease assets | | 892 |
| | 3,621 |
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Proceeds from sale of business units, net (a) | | 516 |
| | 47 |
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Net cash effect from deconsolidation of Residential Capital, LLC | | (539 | ) | | — |
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Other, net | | 165 |
| | 871 |
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Net cash used in investing activities | | (6,143 | ) | | (6,774 | ) |
Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Condensed Consolidated Statement of Cash Flows (unaudited)
Ally Financial Inc. • Form 10-Q
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Six months ended June 30, ($ in millions) | | 2012 | | 2011 |
Financing activities | | | | |
Net change in short-term borrowings | | (1,485 | ) | | (227 | ) |
Net increase in bank deposits | | 2,895 |
| | 2,570 |
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Proceeds from issuance of long-term debt | | 19,123 |
| | 26,225 |
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Repayments of long-term debt | | (15,916 | ) | | (22,951 | ) |
Dividends paid | | (401 | ) | | (419 | ) |
Other, net | | 78 |
| | 551 |
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Net cash provided by financing activities | | 4,294 |
| | 5,749 |
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Effect of exchange-rate changes on cash and cash equivalents | | (39 | ) | | (78 | ) |
Net increase in cash and cash equivalents | | 3,052 |
| | 3,260 |
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Adjustment for change in cash and cash equivalents of operations held-for-sale (a) (b) | | 39 |
| | (29 | ) |
Cash and cash equivalents at beginning of year | | 13,035 |
| | 11,670 |
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Cash and cash equivalents at June 30, | | $ | 16,126 |
| | $ | 14,901 |
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Supplemental disclosures | | | | |
Cash paid for | | | | |
Interest | | $ | 2,563 |
| | $ | 2,886 |
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Income taxes | | 273 |
| | 471 |
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Noncash items | | | | |
Transfer of mortgage servicing rights into trading securities through certification | | — |
| | 266 |
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Other disclosures | | | | |
Proceeds from sales and repayments of mortgage loans held-for-investment originally designated as held-for-sale | | 104 |
| | 110 |
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(a) | The amounts are net of cash and cash equivalents of $147 million at June 30, 2012, and $88 million at June 30, 2011, of business units at the time of disposition. |
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(b) | Cash flows of discontinued operations are reflected within operating, investing, and financing activities in the Condensed Consolidated Statement of Cash Flows. The cash balance of these operations is reported as assets of operations held-for-sale on the Condensed Consolidated Balance Sheet. |
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
1. Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies
Ally Financial Inc. (formerly GMAC Inc. and referred to herein as Ally, we, our, or us) is a leading, independent, globally diversified, financial services firm. Founded in 1919, we are a leading automotive financial services company with over 90 years experience providing a broad array of financial products and services to automotive dealers and their customers. We became a bank holding company on December 24, 2008, under the Bank Holding Company Act of 1956, as amended. Our banking subsidiary, Ally Bank, is an indirect wholly owned subsidiary of Ally Financial Inc. and a leading franchise in the growing direct (online and telephonic) banking market.
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and that affect income and expenses during the reporting period. In developing the estimates and assumptions, management uses all available evidence; however, actual results could differ because of uncertainties associated with estimating the amounts, timing, and likelihood of possible outcomes.
The Condensed Consolidated Financial Statements at June 30, 2012, and for the three months and six months ended June 30, 2012, and 2011, are unaudited but reflect all adjustments that are, in management’s opinion, necessary for the fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements (and the related notes) included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed on February 28, 2012, with the U.S. Securities and Exchange Commission (SEC).
Residential Capital, LLC
On May 14, 2012 (the Petition Date), Residential Capital, LLC (ResCap) and certain of its wholly owned direct and indirect subsidiaries (collectively, the Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court). In connection with the filings, Ally Financial Inc. and its direct and indirect subsidiaries and affiliates (excluding the Debtors and their direct and indirect subsidiaries) (collectively, AFI) reached an agreement with the Debtors and certain creditor constituencies on a prearranged Chapter 11 plan (the Plan).
In connection with the Plan, the Debtors expect to sell certain of their assets, consisting of the Debtors' mortgage origination and servicing business and certain other mortgage-related assets, to Nationstar Mortgage LLC and Berkshire Hathaway Inc., or one or more alternate purchasers with higher and better offers for such assets, under section 363 of the Bankruptcy Code. The Bankruptcy Court entered an order on June 28, 2012, approving Nationstar Mortgage LLC as stalking horse bidder for the Debtors' mortgage origination and servicing platform, and Berkshire Hathaway Inc. as stalking horse bidder for the Debtors' held-for-sale loan portfolio. The bid provided by Berkshire Hathaway Inc. supplanted the stalking horse bid provided by AFI that is described below. The Debtors' remaining assets are expected to be sold, wound down, or otherwise liquidated over time.
The contemplated Plan, which has not yet been filed with the Bankruptcy Court, is subject to Bankruptcy Court approval. The Plan is based on a settlement (the Settlement) between AFI and the Debtors under which, in exchange for the releases described below, AFI, among other things: (a) agreed to serve as the stalking horse bidder for the Debtors' held-for-sale loan portfolio, with a purchase price of approximately $1.6 billion (which, as noted above, was supplanted by Berkshire Hathaway Inc. pursuant to an order entered by the Bankruptcy Court on June 28, 2012); (b) will make a cash contribution to the Debtors' estates of $750 million that will enable certain recoveries to creditors of the Debtors' estates under the Plan; (c) provided the Debtors with a $220 million post-petition debtor-in-possession financing facility; (d) consented to the Debtors' use of cash collateral pledged to Ally-funded, pre-petition senior secured credit facilities; (e) agreed to enter into and perform a shared services agreement with the Debtors to enable the Debtors to continue to operate their businesses during their bankruptcy cases; (f) agreed to enter into and perform a transition services agreement with the purchaser of the Debtors' mortgage origination and servicing business to facilitate the sale of such assets; (g) continues to provide the Debtors with consumer lending origination support during their bankruptcy cases, including to allow implementation of the aforementioned asset sales; (h) provides the support necessary for the Debtors to satisfy certain regulatory obligations; and (i) agreed to provide indemnification of ResCap's current directors and officers. The Settlement, which is subject to Bankruptcy Court approval, provides for the release of all existing or potential causes of action between AFI and the Debtors, as well as a release of all existing or potential ResCap-related causes of action against AFI held by third parties.
Also ResCap has obtained support for the Plan from the ad hoc steering committee representing ResCap's junior secured notes (Ad Hoc Committee), as well as other certain noteholders, and as of the Petition Date, had affirmative support from entities holding $791 million of these notes, out of a total of approximately $2.1 billion. Additionally, institutional investors in residential mortgage-backed securities issued by ResCap's affiliates and holding more than 25 percent of at least one class in each of 290 securitizations agreed to support the Plan as of the Petition Date. To date, institutional investors holding more than 25 percent of at least one class in each of 336 securitizations have agreed to support the Plan. These 336 securitizations have an aggregate original principal balance of approximately $189 billion (out of a total of 392 outstanding securitizations with an original principal balance of $221 billion). The settlements reached are subject to Bankruptcy Court approval.
The Debtors have failed to satisfy certain milestone requirements in the Plan support agreements (the PSAs) with the Ad Hoc Committee and AFI, which relieves the Ad Hoc Committee and AFI of their obligations to perform under each of their respective PSAs. Notwithstanding
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
this, to date, AFI has continued to comply with its obligations under its PSAs. Furthermore, the Ad Hoc Committee has not indicated any intention to terminate its PSA.
On June 4, 2012, Berkshire Hathaway Inc. filed a motion in the Bankruptcy Court for the appointment of an independent examiner to investigate, among other things, certain of the Debtors' transactions with AFI occurring prior to the Petition Date, any claims the Debtors may hold against AFI's officers and directors, and any claims the Debtors propose to release under the Plan. On June 18, 2012, the Bankruptcy Court approved the appointment of an examiner and, subsequently, the United States Trustee for the Southern District of New York appointed former bankruptcy judge Arthur J. Gonzalez, Esq. as the examiner. On July 27, 2012, the Bankruptcy Court entered an order approving the scope of the examiner's investigation. The investigation will include, among other things: (a) all material pre-petition transactions between or among the Debtors and AFI, Cerberus Capital Management, L.P. and its subsidiaries and affiliates, and/or Ally Bank; (b) certain post-petition negotiations and transactions with the Debtors, including with respect to plan sponsor, plan support, and settlement agreements, the debtor-in-possession financing with AFI, the stalking horse asset purchase agreement with AFI, and the servicing agreement with Ally Bank; (c) all state and federal law claims or causes of action the Debtors propose to release as part of the Plan; and (d) the release of all existing or potential ResCap-related causes of action against AFI held by third parties. The examiner's preliminary estimate regarding the time necessary for the examiner to complete the examiner's investigation and related report is six months.
As a result of the bankruptcy filing, effective May 14, 2012, we have deconsolidated ResCap from our financial statements and ResCap is prospectively accounted for using the cost method. Furthermore, circumstances indicated to us that as of May 14, 2012, our investment in ResCap would not be recoverable, and accordingly we recorded a full impairment of such investment. The deconsolidation resulted in the removal of the following assets, liabilities, and accumulated other comprehensive income items from our Condensed Consolidated Balance Sheet.
|
| | | | |
($ in millions) | | May 13, 2012 |
Assets | | |
Cash and cash equivalents | | |
Noninterest-bearing | | $ | 494 |
|
Interest-bearing | | 45 |
|
Total cash and cash equivalents | | 539 |
|
Trading assets | | 31 |
|
Loans held-for-sale, net | | 4,103 |
|
Finance receivables and loans, net | | |
Finance receivables and loans, net | | 743 |
|
Allowance for loan losses | | (9 | ) |
Total finance receivables and loans, net | | 734 |
|
Mortgage servicing rights | | 1,130 |
|
Premiums receivable and other insurance assets | | 4 |
|
Other assets | | 5,365 |
|
Total assets | | $ | 11,906 |
|
Liabilities | | |
Short-term borrowings | | $ | 788 |
|
Long-term debt | | 5,428 |
|
Interest payable | | 157 |
|
Reserves for insurance losses and loss adjustment expenses | | 89 |
|
Accrued expenses and other liabilities | | 5,002 |
|
Total liabilities | | $ | 11,464 |
|
Accumulated other comprehensive income | | |
Foreign currency translation adjustment | | $ | 20 |
|
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
ResCap's results of operations have been removed from our Condensed Consolidated Financial Statements since May 14, 2012. As ResCap remains a wholly owned subsidiary of Ally as of June 30, 2012, and they do not meet the requirements of a discontinued operation, ResCap's results of operations continue to be included in our Condensed Consolidated Statement of Comprehensive Income for periods prior to May 14, 2012. Our Condensed Consolidated Statements of Comprehensive Income include the following for ResCap's results of operations (amounts presented are before the elimination of balances and transactions with Ally).
|
| | | | | | | | | | | | | | | | |
($ in millions) | | Period from April 1, 2012 to May 13, 2012 | | Three months ended June 30, 2011 | | Period from January 1, 2012 to May 13, 2012 | | Six months ended June 30, 2011 |
Total net revenue | | $ | 49 |
| | $ | 277 |
| | $ | 476 |
| | $ | 576 |
|
Provision for loan losses | | 1 |
| | 1 |
| | — |
| | 7 |
|
Total noninterest expense | | 128 |
| | 389 |
| | 437 |
| | 632 |
|
(Loss) income from continuing operations before income tax expense | | (80 | ) | | (113 | ) | | 39 |
| | (63 | ) |
Income tax expense from continuing operations | | 2 |
| | — |
| | 7 |
| | 9 |
|
Net (loss) income from continuing operations | | $ | (82 | ) | | $ | (113 | ) | | $ | 32 |
| | $ | (72 | ) |
Based on our assessment of the effect of the deconsolidation of ResCap, obligations under the Plan, and other impacts related to the Chapter 11 filing, we recorded a charge of $1.2 billion during the three months ended June 30, 2012, within our other operating expenses. This charge primarily consists of the impairment of Ally's $442 million investment in ResCap and the $750 million cash contribution to be made by us to the Debtors' estate described above. As of June 30, 2012, we have $1.2 billion of financing due from ResCap, which is classified as Finance Receivables and Loans, net on our Condensed Consolidated Balance Sheet. We maintain no allowance or impairment against these receivables because management considers them to be fully collectible. At June 30, 2012, our hedging arrangements with ResCap were fully collateralized. Additionally, under a shared services agreement (SSA), each entity agreed to provide services to the other for a period of one year. The SSA will automatically renew each year unless either entity provides written notice of nonrenewal to the other party at least three months prior to the expiration. The SSA fees received by Ally and the expenses paid to the Debtors will be reflected within the Condensed Consolidated Statement of Comprehensive Income as a reduction or increase of noninterest expense. Because of the uncertain nature of the bankruptcy proceedings, we cannot predict the ultimate financial impact to Ally. Refer to Note 25 to the Condensed Consolidated Financial Statements for additional information regarding these bankruptcy proceedings.
International Businesses
We have determined to explore strategic alternatives for all of our international operations, which includes automotive finance, insurance, and banking and deposit operations. As of June 30, 2012, the businesses did not meet the requirements of a discontinued operation.
Significant Accounting Policies
Income Taxes
In calculating the provision for interim income taxes, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. We exclude and record discretely the tax effect of unusual or infrequently occurring items, including, for example, changes in judgment about valuation allowances and effects of changes in tax law or rates. The provision for income taxes in tax jurisdictions with a projected full year or year-to-date loss for which a tax benefit cannot be realized are estimated using tax rates specific to that jurisdiction.
Refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K regarding additional significant accounting policies.
Recently Adopted Accounting Standards
Financial Services - Insurance - Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts (ASU 2010-26)
As of January 1, 2012, we adopted Accounting Standards Update (ASU) 2010-26, which amends ASC 944, Financial Services - Insurance. The amendments in this ASU specify which costs incurred in the acquisition of new and renewal insurance contracts should be capitalized. All other acquisition-related costs should be expensed as incurred. If the initial application of the amendments in this ASU results in the capitalization of acquisition costs that had not been previously capitalized, an entity may elect not to capitalize those types of costs. Both retrospective application and early adoption was permitted. We elected prospective application and did not early adopt the ASU. The adoption did not have a material impact to our consolidated financial condition or results of operations.
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
Fair Value Measurement - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04)
As of January 1, 2012, we adopted ASU 2011-04, which amends ASC 820, Fair Value Measurements. The amendments in this ASU clarify how to measure fair value and it contains new disclosure requirements to provide more transparency into Level 3 fair value measurements. It is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS). The ASU must be applied prospectively. The adoption did not have a material impact to our consolidated financial condition or results of operations.
Intangibles-Goodwill and Other - Testing Goodwill for Impairment (ASU 2011-08)
As of January 1, 2012, we adopted ASU 2011-08, which amends ASC 350, Intangibles-Goodwill and Other. This ASU permits the option of performing a qualitative assessment before calculating the fair value of a reporting unit in step 1 of the goodwill impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not more than the carrying amount, the two-step impairment test would not be required. Otherwise, further evaluation under the existing two-step framework would be required. The adoption did not have a material impact to our consolidated financial condition or results of operation.
Recently Issued Accounting Standards
Balance Sheet - Disclosures about Offsetting Assets and Liabilities (ASU 2011-11)
In December 2011, the Financial Accounting Standards Board issued ASU 2011-11, which amends ASC 210, Balance Sheet. This ASU contains new disclosure requirements regarding the nature of an entity's rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The new disclosures will give financial statement users information about both gross and net exposures. ASU 2011-11 is effective for us on January 1, 2013, and retrospective application is required. Since the guidance relates only to disclosures, adoption is not expected to have a material effect on our consolidated financial condition or results of operations.
2. Discontinued and Held-for-sale Operations
We classify operations as discontinued when operations and cash flows will be eliminated from our ongoing operations and we do not expect to retain any significant continuing involvement in their operations after the respective sale transactions. For all periods presented, all of the operating results for these discontinued operations have been removed from continuing operations and presented separately as discontinued operations, net of tax, in the Condensed Consolidated Statement of Comprehensive Income. The Notes to the Condensed Consolidated Financial Statements have been adjusted to exclude discontinued operations unless otherwise noted.
Select Mortgage Operations
During the second quarter of 2012, we sold the Canadian mortgage operations of ResMor Trust.
Select Global Automotive Services — Insurance Operations
During the fourth quarter of 2011, we committed to sell our U.K.-based operations that provide vehicle service contracts and insurance products in Europe and Latin America. During the second quarter of 2011, we completed the sale of our U.K. consumer property and casualty insurance business.
Select Global Automotive Services — International Automotive Finance Operations
During the fourth quarter of 2011, we committed to sell our full-service leasing operations in Austria, Germany, Greece, Portugal, and Spain. During the first quarter of 2012, we completed the sale of our Venezuela operations.
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
Select Financial Information
Select financial information of discontinued operations is summarized below. The pretax income or loss, including direct costs to transact, includes any impairment recognized to present the operations at the lower-of-cost or fair value. Fair value was based on the estimated sales price, which could differ from the ultimate sales price due to the fluidity of ongoing negotiations, price volatility, changing interest rates, changing foreign-currency rates, and future economic conditions.
|
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
($ in millions) | | 2012 | | 2011 | | 2012 | | 2011 |
Select Mortgage operations | | | | | | | | |
Total net revenue | | $ | 3 |
| | $ | 5 |
| | $ | 8 |
| | $ | 3 |
|
Pretax loss including direct costs to transact a sale | | (10 | ) | | (3 | ) | | (10 | ) | | (11 | ) |
Tax benefit | | — |
| | (1 | ) | | — |
| | (3 | ) |
Select Global Automotive Services — Insurance operations | | | | | | | | |
Total net revenue | | $ | 34 |
| | $ | 75 |
| | $ | 72 |
| | $ | 166 |
|
Pretax (loss) income including direct costs to transact a sale | | (32 | ) | | 9 |
| | (24 | ) | | 18 |
|
Tax expense | | 1 |
| | — |
| | 3 |
| | 2 |
|
Select Global Automotive Services — International operations | | | | | | | | |
Total net revenue | | $ | 2 |
| | $ | 16 |
| | $ | 8 |
| | $ | 44 |
|
Pretax income (loss) including direct costs to transact a sale (a) | | 13 |
| | (3 | ) | | 15 |
| | (24 | ) |
Tax expense (benefit) | | 4 |
| | (1 | ) | | 4 |
| | 2 |
|
| |
(a) | Includes certain income tax activity recognized by Corporate and Other. |
Held-for-sale Operations
The assets and liabilities of operations held-for-sale are summarized below.
|
| | | | | | | | | | | | |
June 30, 2012 ($ in millions) | | Select Global Automotive Services –Insurance operations (a) | | Select Global Automotive Services – International operations (b) | | Total held-for-sale operations |
Assets | | | | | | |
Cash and cash equivalents | | | | | | |
Noninterest-bearing | | $ | 2 |
| | $ | 27 |
| | $ | 29 |
|
Interest-bearing | | 76 |
| | 6 |
| | 82 |
|
Total cash and cash equivalents | | 78 |
| | 33 |
| | 111 |
|
Investment securities | | 177 |
| | — |
| | 177 |
|
Finance receivables and loans, net | | — |
| | 3 |
| | 3 |
|
Investment in operating leases, net | | — |
| | 40 |
| | 40 |
|
Premiums receivable and other insurance assets | | 74 |
| | — |
| | 74 |
|
Other assets | | 19 |
| | 15 |
| | 34 |
|
Impairment on assets of held-for-sale operations | | (36 | ) | | (20 | ) | | (56 | ) |
Total assets | | $ | 312 |
| | $ | 71 |
| | $ | 383 |
|
Liabilities | | | | | | |
Unearned insurance premiums and service revenue | | $ | 130 |
| | $ | — |
| | $ | 130 |
|
Reserves for insurance losses and loss adjustment expenses | | 15 |
| | — |
| | 15 |
|
Accrued expenses and other liabilities | | 89 |
| | 7 |
| | 96 |
|
Total liabilities | | $ | 234 |
| | $ | 7 |
| | $ | 241 |
|
| |
(a) | Includes our U.K.-based operations that provide vehicle service contracts and insurance products. |
| |
(b) | Includes our full-service leasing operations in Austria, Germany, Greece, Portugal, and Spain. |
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
|
| | | | | | | | | | | | | | | | |
December 31, 2011 ($ in millions) | | Select Mortgage operations (a) | | Select Global Automotive Services –Insurance operations (b) | | Select Global Automotive Services – International operations (c) | | Total held-for-sale operations |
Assets | | | | | | | | |
Cash and cash equivalents | | | | | | | | |
Noninterest-bearing | | $ | — |
| | $ | 4 |
| | $ | 55 |
| | $ | 59 |
|
Interest-bearing | | — |
| | 54 |
| | 38 |
| | 92 |
|
Total cash and cash equivalents | | — |
| | 58 |
| | 93 |
| | 151 |
|
Investment securities | | — |
| | 186 |
| | — |
| | 186 |
|
Loans held-for-sale, net | | 260 |
| | — |
| | — |
| | 260 |
|
Finance receivables and loans, net | | | | | | | | |
Finance receivables and loans, net | | 285 |
| | — |
| | 11 |
| | 296 |
|
Allowance for loan losses | | — |
| | — |
| | (1 | ) | | (1 | ) |
Total finance receivables and loans, net | | 285 |
| | — |
| | 10 |
| | 295 |
|
Investment in operating leases, net | | — |
| | — |
| | 91 |
| | 91 |
|
Premiums receivable and other insurance assets | | — |
| | 77 |
| | — |
| | 77 |
|
Other assets | | 140 |
| | 14 |
| | 30 |
| | 184 |
|
Impairment on assets of held-for-sale operations | | — |
| | — |
| | (174 | ) | | (174 | ) |
Total assets | | $ | 685 |
| | $ | 335 |
| | $ | 50 |
| | $ | 1,070 |
|
Liabilities | | | | | | | | |
Unearned insurance premiums and service revenue | | $ | — |
| | $ | 130 |
| | $ | — |
| | $ | 130 |
|
Reserves for insurance losses and loss adjustment expenses | | — |
| | 17 |
| | — |
| | 17 |
|
Accrued expenses and other liabilities | | 80 |
| | 82 |
| | 28 |
| | 190 |
|
Total liabilities | | $ | 80 |
| | $ | 229 |
| | $ | 28 |
| | $ | 337 |
|
| |
(a) | Includes the Canadian mortgage operations of ResMor Trust. |
| |
(b) | Includes our U.K.-based operations that provide vehicle service contracts and insurance products. |
| |
(c) | Includes the operations of Venezuela and our full-service leasing operations in Austria, Germany, Greece, Portugal, and Spain. |
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
Recurring Fair Value
The following tables display the assets and liabilities of our held-for-sale operations measured at fair value on a recurring basis. Refer to Note 22 for descriptions of valuation methodologies used to measure material assets at fair value and details of the valuation models, key inputs to these models, and significant assumptions used.
|
| | | | | | | | | | | | | | | | |
| | Recurring fair value measurements |
($ in millions) | | Level 1 | | Level 2 | | Level 3 | | Total |
June 30, 2012 | | | | | | | | |
Assets | | | | | | | | |
Investment securities | | | | | | | | |
Available-for-sale securities | | | | | | | | |
Debt securities | | | | | | | | |
Foreign government | | $ | 177 |
| | $ | — |
| | $ | — |
| | $ | 177 |
|
Total assets | | $ | 177 |
| | $ | — |
| | $ | — |
| | $ | 177 |
|
December 31, 2011 | | | | | | | | |
Assets | | | | | | | | |
Investment securities | | | | | | | | |
Available-for-sale securities | | | | | | | | |
Debt securities | | | | | | | | |
Foreign government | | $ | 171 |
| | $ | 15 |
| | $ | — |
| | $ | 186 |
|
Other assets | | | | | | | | |
Interest retained in financial asset sales | | — |
| | — |
| | 66 |
| | 66 |
|
Total assets | | $ | 171 |
| | $ | 15 |
| | $ | 66 |
| | $ | 252 |
|
3. Other Income, Net of Losses
Details of other income, net of losses, were as follows.
|
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
($ in millions) | | 2012 | | 2011 | | 2012 | | 2011 |
Mortgage processing fees and other mortgage income | | $ | 113 |
| | $ | 44 |
| | $ | 237 |
| | $ | 88 |
|
Late charges and other administrative fees | | 32 |
| | 24 |
| | 63 |
| | 57 |
|
Securitization income | | 22 |
| | 123 |
| | 23 |
| | 151 |
|
Income from equity-method investments | | 18 |
| | 20 |
| | 47 |
| | 42 |
|
Remarketing fees | | 17 |
| | 31 |
| | 37 |
| | 68 |
|
Change due to fair value option elections (a) | | (5 | ) | | (22 | ) | | (19 | ) | | (39 | ) |
Fair value adjustment on derivatives (b) | | (44 | ) | | (65 | ) | | (33 | ) | | (79 | ) |
Other, net | | 73 |
| | 84 |
| | 148 |
| | 155 |
|
Total other income, net of losses | | $ | 226 |
| | $ | 239 |
| | $ | 503 |
| | $ | 443 |
|
| |
(a) | Refer to Note 22 for a description of fair value option elections. |
| |
(b) | Refer to Note 20 for a description of derivative instruments and hedging activities. |
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
4. Other Operating Expenses
Details of other operating expenses were as follows.
|
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
($ in millions) | | 2012 | | 2011 | | 2012 | | 2011 |
Impairment and accruals related to ResCap deconsolidation (a) | | $ | 1,192 |
| | $ | — |
| | $ | 1,192 |
| | $ | — |
|
Technology and communications | | 109 |
| | 115 |
| | 235 |
| | 234 |
|
Insurance commissions | | 107 |
| | 116 |
| | 219 |
| | 234 |
|
Professional services | | 93 |
| | 77 |
| | 209 |
| | 143 |
|
Regulatory penalties imposed for foreclosure-related matters | | 90 |
| | — |
| | 90 |
| | — |
|
Lease and loan administration | | 64 |
| | 45 |
| | 110 |
| | 89 |
|
Advertising and marketing | | 36 |
| | 41 |
| | 75 |
| | 95 |
|
Regulatory and licensing fees | | 33 |
| | 34 |
| | 69 |
| | 71 |
|
Premises and equipment depreciation | | 24 |
| | 24 |
| | 49 |
| | 50 |
|
Occupancy | | 21 |
| | 22 |
| | 45 |
| | 44 |
|
Vehicle remarketing and repossession | | 20 |
| | 37 |
| | 45 |
| | 72 |
|
Mortgage representation and warranty obligation, net | | 18 |
| | 184 |
| | 37 |
| | 210 |
|
State and local non-income taxes | | 5 |
| | 35 |
| | 29 |
| | 66 |
|
Other | | 121 |
| | 162 |
| | 245 |
| | 330 |
|
Total other operating expenses | | $ | 1,933 |
| | $ | 892 |
| | $ | 2,649 |
| | $ | 1,638 |
|
| |
(a) | For the three months and six months ended June 30, 2012, this charge primarily consists of the $442 million total impairment of our investment in ResCap and a $750 million cash contribution to be made by us to the Debtors' estate. Refer to Note 1 for more information regarding the Debtors' bankruptcy, deconsolidation, and this charge. |
5. Trading Assets
The composition of trading assets was as follows.
|
| | | | | | | | |
($ in millions) | | June 30, 2012 | | December 31, 2011 |
Mortgage-backed residential trading securities | | $ | — |
| | $ | 608 |
|
Trading derivatives | | — |
| | 14 |
|
Total trading assets | | $ | — |
| | $ | 622 |
|
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
6. Investment Securities
Our portfolio of securities includes bonds, equity securities, asset- and mortgage-backed securities, interests in securitization trusts, and other investments. The cost, fair value, and gross unrealized gains and losses on available-for-sale securities were as follows.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2012 | | December 31, 2011 |
| | Amortized cost | | Gross unrealized | | Fair value | | Amortized cost | | Gross unrealized | | Fair value |
($ in millions) | | gains | | losses | | gains | | losses | |
Available-for-sale securities | | | | | | | | | | | | | | | | |
Debt securities | | | | | | | | | | | | | | | | |
U.S. Treasury and federal agencies | | $ | 874 |
| | $ | 3 |
| | $ | — |
| | $ | 877 |
| | $ | 1,535 |
| | $ | 13 |
| | $ | (2 | ) | | $ | 1,546 |
|
U.S. states and political subdivisions | | — |
| | — |
| | — |
| | — |
| | 1 |
| | — |
| | — |
| | 1 |
|
Foreign government | | 831 |
| | 18 |
| | — |
| | 849 |
| | 765 |
| | 20 |
| | (1 | ) | | 784 |
|
Mortgage-backed residential (a) | | 6,205 |
| | 75 |
| | (25 | ) | | 6,255 |
| | 7,266 |
| | 87 |
| | (41 | ) | | 7,312 |
|
Asset-backed | | 2,497 |
| | 38 |
| | (2 | ) | | 2,533 |
| | 2,600 |
| | 28 |
| | (13 | ) | | 2,615 |
|
Corporate debt | | 1,312 |
| | 37 |
| | (6 | ) | | 1,343 |
| | 1,486 |
| | 23 |
| | (18 | ) | | 1,491 |
|
Other | | 353 |
| | — |
| | — |
| | 353 |
| | 326 |
| | 1 |
| | — |
| | 327 |
|
Total debt securities | | 12,072 |
| | 171 |
| | (33 | ) | | 12,210 |
| | 13,979 |
| | 172 |
| | (75 | ) | | 14,076 |
|
Equity securities | | 1,306 |
| | 22 |
| | (172 | ) | | 1,156 |
| | 1,188 |
| | 25 |
| | (154 | ) | | 1,059 |
|
Total available-for-sale securities (b) | | $ | 13,378 |
| | $ | 193 |
| | $ | (205 | ) | | $ | 13,366 |
| | $ | 15,167 |
| | $ | 197 |
| | $ | (229 | ) | | $ | 15,135 |
|
| |
(a) | Residential mortgage-backed securities include agency-backed bonds totaling $4,347 million and $6,114 million at June 30, 2012, and December 31, 2011, respectively. |
| |
(b) | Certain entities related to our Insurance operations are required to deposit securities with state regulatory authorities. These deposited securities totaled $15 million and $16 million at June 30, 2012, and December 31, 2011, respectively. |
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q
The maturity distribution of available-for-sale debt securities outstanding is summarized in the following tables. Prepayments may cause actual maturities to differ from scheduled maturities.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total | | Due in one year or less | | Due after one year through five years | | Due after five years through ten years | | Due after ten years (a) |
($ in millions) | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
June 30, 2012 | | | | | | | | | | | | | | | | | | | | |
Fair value of available-for-sale debt securities (b) | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and federal agencies | | $ | 877 |
| | 0.8 | % | | $ | 151 |
| | 0.8 | % | | $ | 725 |
| | 0.8 | % | | $ | 1 |
| | 1.5 | % | | $ | — |
| | — | % |
U.S. states and political subdivisions | | — |
| | — |
| | — |
| | — |
| |
|
| | — |
| | — |
| | — |
| | — |
| | — |
|
Foreign government | | 849 |
| | 4.2 |
| | 202 |
| | 5.6 |
| | 419 |
| | 4.0 |
| | 221 |
| | 3.1 |
| | 7 |
| | 6.2 |
|
Mortgage-backed residential | | 6,255 |
| | 2.8 |
| | 1 |
| | 4.6 |
| | — |
| | — |
| | 209 |
| | 2.4 |
| | 6,045 |
| | 2.8 |
|
Asset-backed | | 2,533 |
| | 2.3 |
| | — |
| | — |
| | 1,568 |
| | 2.1 |
| | 527 |
| | 2.0 |
| | 438 |
| | 3.3 |
|
Corporate debt | | 1,343 |
| | 5.2 |
| | 9 |
| | 6.9 |
| | 615 |
| | 4.5 |
| | 604 |
| | 6.2 |
| | 115 |
| | 3.8 |
|
Other | | 353 |
| | 1.5 |
| | 352 |
| | 1.4 |
| | — |
| | — |
| | 1 |
| | 7.2 |
| | — |
| | — |
|
Total available-for-sale debt securities | | $ | 12,210 |
| | 2.8 |
| | $ | 715 |
| | 2.5 |
| | $ | 3,327 |
| | 2.4 |
| | $ | 1,563 |
| | 3.6 |
| | $ | 6,605 |
| | 2.8 |
|
Amortized cost of available-for-sale debt securities | | $ | 12,072 |
| | | | $ | 713 |
| | | | $ | 3,293 |
| | | | $ | 1,528 |
| | | | $ | 6,538 |
| | |
December 31, 2011 | | | | | | | | | | | | | | | | | | | | |
Fair value of available-for-sale debt securities (b) | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and federal agencies | | $ | 1,546 |
| | 0.9 | % | | $ | 231 |
|