GJM 2012.09.30 10Q
Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012, 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
ALLY FINANCIAL INC.
(Exact name of registrant as specified in its charter)
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):
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 November 2, 2012, the number of shares outstanding of the Registrant’s common stock was 1,330,970 shares.


Table of Contents
INDEX
Ally Financial Inc. Ÿ Form 10-Q

 
 
Page
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


Table of ContentsPART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statement of Comprehensive Income (unaudited)
Ally Financial Inc. • Form 10-Q

4
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Financing revenue and other interest income
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
1,651

 
$
1,680

 
$
5,020

 
$
4,976

Interest on loans held-for-sale
 
22

 
86

 
131

 
256

Interest on trading assets
 

 
4

 
13

 
10

Interest and dividends on available-for-sale investment securities
 
73

 
102

 
243

 
311

Interest-bearing cash
 
22

 
14

 
54

 
41

Operating leases
 
639

 
530

 
1,758

 
1,783

Total financing revenue and other interest income
 
2,407

 
2,416

 
7,219

 
7,377

Interest expense
 
 
 
 
 
 
 
 
Interest on deposits
 
185

 
179

 
555

 
516

Interest on short-term borrowings
 
46

 
61

 
181

 
240

Interest on long-term debt
 
1,041

 
1,293

 
3,286

 
4,030

Total interest expense
 
1,272

 
1,533

 
4,022

 
4,786

Depreciation expense on operating lease assets
 
358

 
276

 
969

 
722

Net financing revenue
 
777

 
607

 
2,228

 
1,869

Other revenue
 
 
 
 
 
 
 
 
Servicing fees
 
91

 
335

 
617

 
1,033

Servicing asset valuation and hedge activities, net
 
134

 
(471
)
 
70

 
(663
)
Total servicing income, net
 
225

 
(136
)
 
687

 
370

Insurance premiums and service revenue earned
 
364

 
390

 
1,098

 
1,188

Gain on mortgage and automotive loans, net
 
141

 
95

 
401

 
301

Loss on extinguishment of debt
 

 

 

 
(64
)
Other (loss) gain on investments, net
 
(19
)
 
75

 
137

 
251

Other income, net of losses
 
225

 
130

 
728

 
573

Total other revenue
 
936

 
554

 
3,051

 
2,619

Total net revenue
 
1,713

 
1,161

 
5,279

 
4,488

Provision for loan losses
 
116

 
50

 
285

 
213

Noninterest expense
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
344

 
293

 
1,208

 
1,132

Insurance losses and loss adjustment expenses
 
151

 
170

 
518

 
567

Other operating expenses
 
619

 
754

 
3,268

 
2,392

Total noninterest expense
 
1,114

 
1,217

 
4,994

 
4,091

Income (loss) from continuing operations before income tax expense
 
483

 
(106
)
 

 
184

Income tax expense from continuing operations
 
93

 
93

 
172

 
106

Net income (loss) from continuing operations
 
390

 
(199
)
 
(172
)
 
78

Loss from discontinued operations, net of tax
 
(6
)
 
(11
)
 
(32
)
 
(29
)
Net income (loss)
 
384

 
(210
)
 
(204
)
 
49

Other comprehensive income (loss), net of tax
 
218

 
(281
)
 
199

 
(217
)
Comprehensive income (loss)
 
$
602

 
$
(491
)
 
$
(5
)
 
$
(168
)
Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

3

Table of Contents
Condensed Consolidated Statement of Comprehensive Income (unaudited)
Ally Financial Inc. • Form 10-Q

 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions except per share data)
 
2012
 
2011
 
2012
 
2011
Net income (loss) attributable to common shareholders
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
390

 
$
(199
)
 
$
(172
)
 
$
78

Preferred stock dividends — U.S. Department of Treasury
 
(134
)
 
(133
)
 
(401
)
 
(400
)
Preferred stock dividends
 
(67
)
 
(66
)
 
(200
)
 
(194
)
Impact of preferred stock amendment (a)
 

 

 

 
32

Net income (loss) from continuing operations attributable to common shareholders (b)
 
189

 
(398
)
 
(773
)
 
(484
)
Loss from discontinued operations, net of tax
 
(6
)
 
(11
)
 
(32
)
 
(29
)
Net income (loss) attributable to common shareholders
 
$
183

 
$
(409
)
 
$
(805
)
 
$
(513
)
Basic weighted-average common shares outstanding
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

Diluted weighted-average common shares outstanding (b)
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

Basic earnings per common share
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
142

 
$
(299
)
 
$
(581
)
 
$
(364
)
Loss from discontinued operations, net of tax
 
(5
)
 
(8
)
 
(24
)
 
(22
)
Net income (loss)
 
$
137

 
$
(307
)
 
$
(605
)
 
$
(386
)
Diluted earnings per common share (b)
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
142

 
$
(299
)
 
$
(581
)
 
$
(364
)
Loss from discontinued operations, net of tax
 
(5
)
 
(8
)
 
(24
)
 
(22
)
Net income (loss)
 
$
137

 
$
(307
)
 
$
(605
)
 
$
(386
)
(a)
Refer to Note 20 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for further detail.
(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 nine months ended September 30, 2012, and the three months and nine months ended September 30, 2011, respectively, income (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.

4

Table of Contents
Condensed Consolidated Balance Sheet (unaudited)
Ally Financial Inc. • Form 10-Q


($ in millions)
 
September 30, 2012
 
December 31, 2011
Assets
 
 
 
 
Cash and cash equivalents
 
 
 
 
Noninterest-bearing
 
$
1,305

 
$
2,475

Interest-bearing
 
15,852

 
10,560

Total cash and cash equivalents
 
17,157

 
13,035

Trading assets
 

 
622

Investment securities
 
13,770

 
15,135

Loans held-for-sale, net ($1,927 and $3,919 fair value-elected)
 
1,937

 
8,557

Finance receivables and loans, net
 
 
 
 
Finance receivables and loans, net ($— and $835 fair value-elected)
 
121,259

 
114,755

Allowance for loan losses
 
(1,423
)
 
(1,503
)
Total finance receivables and loans, net
 
119,836

 
113,252

Investment in operating leases, net
 
12,708

 
9,275

Mortgage servicing rights
 
902

 
2,519

Premiums receivable and other insurance assets
 
1,861

 
1,853

Other assets
 
13,936

 
18,741

Assets of operations held-for-sale
 
375

 
1,070

Total assets
 
$
182,482

 
$
184,059

Liabilities
 
 
 
 
Deposit liabilities
 
 
 
 
Noninterest-bearing
 
$
2,487

 
$
2,029

Interest-bearing
 
47,385

 
43,021

Total deposit liabilities
 
49,872

 
45,050

Short-term borrowings
 
5,877

 
7,680

Long-term debt ($— and $830 fair value-elected)
 
93,028

 
92,794

Interest payable
 
1,590

 
1,587

Unearned insurance premiums and service revenue
 
2,693

 
2,576

Reserves for insurance losses and loss adjustment expenses
 
441

 
580

Accrued expenses and other liabilities ($— and $29 fair value-elected)
 
9,962

 
14,084

Liabilities of operations held-for-sale
 
254

 
337

Total liabilities
 
163,717

 
164,688

Equity
 
 
 
 
Common stock and paid-in capital
 
19,668

 
19,668

Mandatorily convertible preferred stock held by U.S. Department of Treasury
 
5,685

 
5,685

Preferred stock
 
1,255

 
1,255

Accumulated deficit
 
(8,129
)
 
(7,324
)
Accumulated other comprehensive income
 
286

 
87

Total equity
 
18,765

 
19,371

Total liabilities and equity
 
$
182,482

 
$
184,059

The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

5

Table of Contents
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.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Assets
 
 
 
 
Loans held-for-sale, net
 
$

 
$
9

Finance receivables and loans, net
 
 
 
 
Finance receivables and loans, net ($— and $835 fair value-elected)
 
40,822

 
40,935

Allowance for loan losses
 
(192
)
 
(210
)
Total finance receivables and loans, net
 
40,630

 
40,725

Investment in operating leases, net
 
5,835

 
4,389

Other assets
 
2,063

 
3,029

Total assets
 
$
48,528

 
$
48,152

 
 
 
 
 
Liabilities
 
 
 
 
Short-term borrowings
 
$
1,483

 
$
795

Long-term debt ($— and $830 fair value-elected)
 
34,665

 
33,143

Interest payable
 
7

 
14

Accrued expenses and other liabilities
 
119

 
405

Total liabilities
 
$
36,274

 
$
34,357

The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

6

Table of Contents
Condensed Consolidated Statement of Changes in Equity (unaudited)
Ally Financial Inc. • Form 10-Q

($ 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

Net income
 
 
 
 
 
 
 
49

 
 
 
49

Preferred stock dividends — U.S. Department of Treasury
 
 
 
 
 
 
 
(400
)
 
 
 
(400
)
Preferred stock dividends
 
 
 
 
 
 
 
(194
)
 
 
 
(194
)
Series A preferred stock amendment (a)
 
 
 
 
 
(32
)
 
32

 
 
 

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
 
(217
)
 
(217
)
Other (b)
 
 
 
 
 
 
 
5

 
 
 
5

Balance at September 30, 2011
 
$
19,668

 
$
5,685

 
$
1,255

 
$
(6,918
)
 
$
42

 
$
19,732

Balance at January 1, 2012
 
$
19,668

 
$
5,685

 
$
1,255

 
$
(7,324
)
 
$
87

 
$
19,371

Net loss
 
 
 
 
 
 
 
(204
)
 
 
 
(204
)
Preferred stock dividends — U.S. Department of Treasury
 
 
 
 
 
 
 
(401
)
 
 
 
(401
)
Preferred stock dividends
 
 
 
 
 
 
 
(200
)
 
 
 
(200
)
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
199

 
199

Balance at September 30, 2012
 
$
19,668

 
$
5,685

 
$
1,255

 
$
(8,129
)
 
$
286

 
$
18,765

(a)
Refer to Note 20 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for further detail.
(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.

7

Table of Contents
Condensed Consolidated Statement of Cash Flows (unaudited)
Ally Financial Inc. • Form 10-Q

Nine months ended September 30, ($ in millions)
 
2012
 
2011
Operating activities
 
 
 
 
Net (loss) income
 
$
(204
)
 
$
49

Reconciliation of net (loss) income to net cash provided by operating activities
 
 
 
 
Depreciation and amortization
 
1,758

 
2,100

Other impairment
 
31

 
8

Changes in fair value of mortgage servicing rights
 
654

 
1,327

Provision for loan losses
 
285

 
211

Gain on sale of loans, net
 
(396
)
 
(299
)
Net gain on investment securities
 
(144
)
 
(275
)
Loss on extinguishment of debt
 

 
64

Originations and purchases of loans held-for-sale
 
(23,670
)
 
(42,467
)
Proceeds from sales and repayments of loans held-for-sale
 
25,295

 
44,417

Impairment and accruals related to Residential Capital, LLC deconsolidation
 
1,192

 

Net change in
 
 
 
 
Trading securities
 
595

 
(339
)
Deferred income taxes
 
(199
)
 
(99
)
Interest payable
 
168

 
(99
)
Other assets
 
475

 
(324
)
Other liabilities
 
(761
)
 
1,374

Other, net
 
(234
)
 
133

Net cash provided by operating activities
 
4,845

 
5,781

Investing activities
 
 
 
 
Purchases of available-for-sale securities
 
(9,592
)
 
(15,020
)
Proceeds from sales of available-for-sale securities
 
6,774

 
12,093

Proceeds from maturities of available-for-sale securities
 
4,940

 
3,725

Net increase in finance receivables and loans
 
(7,925
)
 
(10,705
)
Proceeds from sales of finance receivables and loans
 
2,329

 
2,868

Purchases of operating lease assets
 
(5,612
)
 
(5,332
)
Disposals of operating lease assets
 
1,303

 
4,862

Proceeds from sale of business units, net (a)
 
516

 
50

Net cash effect from deconsolidation of Residential Capital, LLC
 
(539
)
 

Other, net 
 
75

 
633

Net cash used in investing activities
 
(7,731
)
 
(6,826
)
Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

8

Table of Contents
Condensed Consolidated Statement of Cash Flows (unaudited)
Ally Financial Inc. • Form 10-Q

Nine months ended September 30, ($ in millions)
 
2012
 
2011
Financing activities
 
 
 
 
Net change in short-term borrowings
 
(1,673
)
 
(1,263
)
Net increase in bank deposits
 
4,673

 
4,454

Proceeds from issuance of long-term debt
 
27,520

 
36,900

Repayments of long-term debt
 
(22,908
)
 
(34,576
)
Dividends paid
 
(601
)
 
(619
)
Other, net
 
(26
)
 
962

Net cash provided by financing activities
 
6,985

 
5,858

Effect of exchange-rate changes on cash and cash equivalents
 
(1
)
 
(45
)
Net increase in cash and cash equivalents
 
4,098

 
4,768

Adjustment for change in cash and cash equivalents of operations held-for-sale (a) (b)
 
24

 
(36
)
Cash and cash equivalents at beginning of year
 
13,035

 
11,670

Cash and cash equivalents at September 30,
 
$
17,157

 
$
16,402

Supplemental disclosures
 
 
 
 
Cash paid for
 
 
 
 
Interest
 
$
3,705

 
$
4,303

Income taxes
 
291

 
454

Noncash items
 
 
 
 
Transfer of mortgage servicing rights into trading securities through certification
 

 
266

Other disclosures
 
 
 
 
Proceeds from sales and repayments of mortgage loans held-for-investment originally designated as held-for-sale
 
116

 
179

(a)
The amounts are net of cash and cash equivalents of $147 million at September 30, 2012, and $88 million at September 30, 2011, of business units at the time of disposition.
(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.

9

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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 September 30, 2012, and for the three months and nine months ended September 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), as amended by the Current Report on Form 8-K filed with the SEC on August 3, 2012.
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, 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 (the Platform), and Berkshire Hathaway Inc. as stalking horse bidder for the Debtors' held-for-sale loan portfolio (the Loan Portfolio). The bid provided by Berkshire Hathaway Inc. supplanted the stalking horse bid provided by AFI that is described below. On October 19, 2012, the Debtors collected bids from qualified bidders for the Platform and the Loan Portfolio. On October 24, 2012, following a competitive auction for the Platform, the Debtors determined that the bid submitted by Ocwen Loan Servicing LLC was the highest and best bid for the Platform. On October 25, 2012, following a competitive auction for the Loan Portfolio, the Debtors determined that the bid submitted by Berkshire Hathaway Inc. was the highest and best bid for the Loan Portfolio. The hearing for the Bankruptcy Court to approve the sales of the Platform and the Loan Portfolio is currently set for November 19, 2012. The Debtors' remaining assets are expected to be sold, wound down, or otherwise liquidated over time.
The Plan, a draft of which has been submitted to the Bankruptcy Court, is subject to negotiation with certain of the Debtors' creditors (as directed by the Bankruptcy Court) and Bankruptcy Court approval. The Debtors' exclusive period under the Bankruptcy Code to file the Plan, which may be extended by the Bankruptcy Court, ends on December 20, 2012. 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. The Debtors have failed to satisfy certain milestone requirements in the Plan support agreement with AFI (the Plan Support Agreement), including the Bankruptcy Court's entry of the Confirmation Order on or before October 31, 2012, which relieves AFI of its obligations to perform under the Plan Support Agreement. Notwithstanding this, to date, AFI has continued to comply with the Plan Support Agreement. Pursuant to the terms of the Settlement, the failure to meet the October 31 milestone results in the Settlement's automatic termination. However, AFI and the Debtors have agreed to temporarily waive the automatic termination, but, each of AFI and the Debtors have preserved

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


the right to rescind such waiver at any point in the future. The waiver will terminate on December 31, 2012 unless AFI and the Debtors otherwise agree in writing.
As of the Petition Date, ResCap had support for the Plan from the ad hoc steering committee representing ResCap's junior secured notes (Ad Hoc Committee) and, certain other noteholders together holding $791 million out of a total of approximately $2.1 billion of these notes. The Debtors have failed to satisfy certain milestone requirements in the Plan support agreement with the Ad Hoc Committee (Ad Hoc Committee PSA); and, on September 24, 2012, the official committee of unsecured creditors (the Committee) appointed in the Debtors' bankruptcy cases filed a motion seeking standing to challenge the validity of the liens on certain assets securing the junior secured notes, which are the liens that secure certain of AFI's loans to ResCap. On or about September 25, 2012, the junior secured noteholders terminated the Ad Hoc Committee PSA.
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. AFI anticipates the hearing for approval of the settlements to occur in early 2013. The Committee and certain other parties are presently engaged in discovery with respect to the settlements, including AFI's role, and are expected to contest the settlements at the hearing for the settlements' approval.
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, including under the Settlement. 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. As of September 30, 2012, the examiner's preliminary estimate regarding the time necessary for the examiner to complete his investigation and related report was at least six months from approximately August 6, 2012. Counsel to the examiner recently informed parties in interest that it would be requesting from the Bankruptcy Court an extended target date for issuance of the examiner’s report based upon completion of document production and witness interviews, rather than an approximation date. The examiner’s request may result in a delay for issuing the examiner’s report. The Bankruptcy Court is scheduled to hold a conference on November 5, 2012 to address the examiner’s request.
 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. ResCap's results of operations have been removed from our Condensed Consolidated Financial Statements since May 14, 2012. As of September 30, 2012, ResCap does not meet the requirements of a discontinued operation; and as such, 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)
 
Three months ended September 30, 2012
 
Three months ended September 30, 2011
 
Nine months ended September 30, 2012
 
Nine months ended September 30, 2011
Total net (loss) revenue
 
$

 
$
(164
)
 
$
476

 
$
412

Provision for loan losses
 

 
1

 

 
8

Total noninterest expense
 

 
273

 
437

 
905

(Loss) income from continuing operations before income tax expense
 

 
(438
)
 
39

 
(501
)
Income tax expense from continuing operations
 

 
4

 
7

 
13

Net (loss) income from continuing operations
 
$

 
$
(442
)
 
$
32

 
$
(514
)
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 nine months ended September 30, 2012, within our other operating expenses. This charge primarily consists of the impairment of Ally's $442 million equity investment in ResCap and the $750 million cash contribution to be made by us to the Debtors' estate described above. As of September 30, 2012, we have $1.2 billion of financing due from

11

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


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 September 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 ResCap 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
In the second quarter of 2012, we began exploring strategic alternatives for our international operations. These international operations include automotive finance, insurance, and banking and deposit operations outside of the United States. Since then, we have conducted multiple processes for various parts of our international operations, and have received interest from a number of potential purchasers. As part of this initiative, on October 18, 2012 we announced that we reached an agreement to sell our Mexican insurance business, ABA Seguros, to the ACE Group. Further, on October 23, 2012, we announced that we reached an agreement to sell our Canadian auto finance operation, Ally Credit Canada Limited, and ResMor Trust to Royal Bank of Canada. Refer to Note 26 for further information. We expect to continue to explore strategic alternatives for our remaining international operations. However, we can provide no assurances that we will enter into strategic transactions with respect to all or any portion of the balance of our international operations.
Ally Bank Mortgage Servicing Rights Portfolio and Business Lending Operations
On October 26, 2012, Ally Bank announced that it has begun to explore strategic alternatives for its agency mortgage servicing rights (MSR) portfolio and its business lending operations. Ally Bank expects to continue originating a modest level of high-quality residential jumbo mortgages for its own portfolio through correspondents and wholesale brokers.
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.
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 operations.

12

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


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.
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 September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Select Mortgage operations
 
 
 
 
 
 
 
 
Total net (loss) revenue
 
$

 
$
(8
)
 
$
8

 
$
(5
)
Pretax loss including direct costs to transact a sale
 

 
(14
)
 
(10
)
 
(25
)
Tax benefit
 
(7
)
 
(4
)
 
(7
)
 
(7
)
Select Global Automotive Services — Insurance operations
 
 
 
 
 
 
 
 
Total net revenue
 
$
38

 
$
35

 
$
110

 
$
201

Pretax (loss) income including direct costs to transact a sale 
 
(12
)
 
3

 
(36
)
 
21

Tax expense
 

 
1

 
3

 
3

Select Global Automotive Services — International operations
 
 
 
 
 
 
 
 
Total net revenue
 
$
1

 
$
7

 
$
9

 
$
50

Pretax (loss) income including direct costs to transact a sale (a)
 
(4
)
 
(5
)
 
11

 
(30
)
Tax (benefit) expense
 
(3
)
 
(2
)
 
1

 
(1
)
(a)
Includes certain income tax activity recognized by Corporate and Other.

13

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Held-for-sale Operations
The assets and liabilities of operations held-for-sale are summarized below.
September 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
 
$
4

 
$
28

 
$
32

Interest-bearing
 
87

 
8

 
95

Total cash and cash equivalents
 
91

 
36

 
127

Investment securities
 
182

 

 
182

Finance receivables and loans, net
 

 
2

 
2

Investment in operating leases, net
 

 
25

 
25

Premiums receivable and other insurance assets
 
79

 

 
79

Other assets
 
20

 
11

 
31

Impairment on assets of held-for-sale operations
 
(51
)
 
(20
)
 
(71
)
Total assets
 
$
321

 
$
54

 
$
375

Liabilities
 
 
 
 
 
 
Unearned insurance premiums and service revenue
 
$
137

 
$

 
$
137

Reserves for insurance losses and loss adjustment expenses
 
14

 

 
14

Accrued expenses and other liabilities
 
97

 
6

 
103

Total liabilities
 
$
248

 
$
6

 
$
254

(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.

14

Table of Contents
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.

15

Table of Contents
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  
September 30, 2012
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 
 
Available-for-sale securities
 
 
 
 
 
 
 
 
Debt securities
 
 
 
 
 
 
 
 
Foreign government
 
$
182

 
$

 
$

 
$
182

Total assets
 
$
182

 
$

 
$

 
$
182

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 September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Mortgage processing fees and other mortgage income
 
$
105

 
$
53

 
$
342

 
$
141

Late charges and other administrative fees
 
33

 
30

 
96

 
86

Income from equity-method investments
 
22

 
21

 
69

 
63

Remarketing fees
 
16

 
24

 
54

 
92

Securitization income
 
10

 
18

 
33

 
169

Fair value adjustment on derivatives (a)
 
(3
)
 
(55
)
 
(35
)
 
(134
)
Change due to fair value option elections (b)
 

 
(44
)
 
(19
)
 
(83
)
Other, net
 
42

 
83

 
188

 
239

Total other income, net of losses
 
$
225

 
$
130

 
$
728

 
$
573

(a)
Refer to Note 20 for a description of derivative instruments and hedging activities.
(b)
Refer to Note 22 for a description of fair value option elections.

16

Table of Contents
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 September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Insurance commissions
 
$
106

 
$
116

 
$
325

 
$
350

Lease and loan administration
 
94

 
47

 
204

 
136

Technology and communications
 
86

 
127

 
321

 
361

Professional services
 
69

 
83

 
278

 
226

Advertising and marketing
 
38

 
46

 
114

 
141

Regulatory and licensing fees
 
33

 
32

 
101

 
102

Mortgage representation and warranty obligation, net
 
30

 
70

 
67

 
280

Premises and equipment depreciation
 
24

 
24

 
73

 
73

Vehicle remarketing and repossession
 
20

 
32

 
65

 
104

State and local non-income taxes
 
23

 
29

 
52

 
95

Occupancy
 
17

 
25

 
62

 
69

Impairment and accruals related to ResCap deconsolidation
 

 

 
1,192

(a)

Other
 
79

 
123

 
414

 
455

Total other operating expenses
 
$
619

 
$
754

 
$
3,268

 
$
2,392

(a)
This charge 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)
 
September 30, 2012
 
December 31, 2011
Mortgage-backed residential trading securities
 
$

 
$
608

Trading derivatives
 

 
14

Total trading assets
 
$

 
$
622


17

Table of Contents
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.
 
 
September 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
 
$
1,354

 
$
4

 
$

 
$
1,358

 
$
1,535

 
$
13

 
$
(2
)
 
$
1,546

U.S. states and political subdivisions
 

 

 

 

 
1

 

 

 
1

Foreign government
 
803

 
17

 

 
820

 
765

 
20

 
(1
)
 
784

Mortgage-backed residential (a)
 
6,269

 
114

 
(9
)
 
6,374

 
7,266

 
87

 
(41
)
 
7,312

Asset-backed
 
2,365

 
47

 
(1
)
 
2,411

 
2,600

 
28

 
(13
)
 
2,615

Corporate debt
 
1,349

 
59

 
(4
)
 
1,404

 
1,486

 
23

 
(18
)
 
1,491

Other
 
333

 

 

 
333

 
326

 
1

 

 
327

Total debt securities 
 
12,473

 
241

 
(14
)
 
12,700

 
13,979

 
172

 
(75
)
 
14,076

Equity securities
 
1,114

 
28

 
(72
)
 
1,070

 
1,188

 
25

 
(154
)
 
1,059

Total available-for-sale securities (b)
 
$
13,587

 
$
269

 
$
(86
)
 
$
13,770

 
$
15,167

 
$
197

 
$
(229
)
 
$
15,135

(a)
Residential mortgage-backed securities include agency-backed bonds totaling $4,580 million and $6,114 million at September 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 September 30, 2012, and December 31, 2011, respectively.

18

Table of Contents
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
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of available-for-sale debt securities (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and federal agencies
 
$
1,358

 
0.5
%
 
$
428

 
%
 
$
731

 
0.7
%
 
$
199

 
1.1
%
 
$

 
%
Foreign government
 
820

 
3.6

 
134

 
3.9

 
433

 
3.8

 
249

 
3.1

 
4

 
6.3

Mortgage-backed residential
 
6,374

 
2.7

 

 

 
4

 
5.3

 
182

 
2.3

 
6,188

 
2.7

Asset-backed
 
2,411

 
2.2

 
5

 
3.9

 
1,583

 
2.1

 
486

 
2.0

 
337

 
3.2

Corporate debt
 
1,404

 
5.2

 
18

 
3.9

 
637

 
4.2

 
621

 
6.2

 
128

 
5.7

Other
 
333

 
1.4

 
332

 
1.4

 

 

 
1

 
4.4

 

 

Total available-for-sale debt securities
 
$
12,700

 
2.6

 
$
917

 
1.2

 
$
3,388

 
2.3

 
$
1,738

 
3.3

 
$
6,657

 
2.7

Amortized cost of available-for-sale debt securities
 
$
12,473

 
 
 
$
916

 
 
 
$
3,339

 
 
 
$
1,682

 
 
 
$
6,536

 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of available-for-sale debt securities (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and federal agencies
 
$
1,546

 
0.9
%
 
$
231

 
%
 
$
1,202

 
0.9
%
 
$
113

 
2.2
%
 
$

 
%
U.S. states and political subdivisions
 
1

 
5.4

 

 

 

 

 

 

 
1

 
5.4

Foreign government
 
784

 
4.4

 
77

 
7.7

 
506

 
4.3

 
201

 
3.3

 

 

Mortgage-backed residential
 
7,312

 
2.5

 
3

 
4.8

 
2

 
6.3

 
189

 
2.6

 
7,118

 
2.5

Asset-backed
 
2,615

 
2.1

 

 

 
1,599

 
1.9

 
574

 
1.9

 
442

 
3.2

Corporate debt
 
1,491

 
4.9

 
19

 
4.9

 
741

 
4.4

 
606

 
5.6

 
125

 
4.7

Other
 
327

 
1.4

 
316

 
1.3

 

 

 
11

 
4.6

 

 

Total available-for-sale debt securities
 
$
14,076

 
2.6

 
$
646

 
1.7

 
$
4,050

 
2.4

 
$
1,694

 
3.5

 
$
7,686

 
2.6

Amortized cost of available-for-sale debt securities
 
$
13,979

 
 
 
$
644

 
 
 
$
4,026

 
 
 
$
1,678

 
 
 
$
7,631

 
 
(a)
Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment options.
(b)
Yields on tax-exempt obligations are computed on a tax-equivalent basis.
The balances of cash equivalents were $7.3 billion and $5.6 billion at September 30, 2012, and December 31, 2011, respectively, and were composed primarily of money market accounts and short-term securities, including U.S. Treasury bills.
The following table presents gross gains and losses realized upon the sales of available-for-sale securities and other-than-temporary impairment.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Gross realized gains
 
$
55

 
$
90

 
$
224

 
$
288

Gross realized losses
 
(18
)
 
(15
)
 
(31
)
 
(37
)
Other-than-temporary impairment
 
(56
)
 

 
(56
)
 

Net realized (losses) gains
 
$
(19
)
 
$
75

 
$
137

 
$
251


19

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table presents interest and dividends on available-for-sale securities.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Taxable interest
 
$
67

 
$
96

 
$
225

 
$
294

Taxable dividends
 
6

 
6

 
18

 
17

Interest and dividends on available-for-sale securities
 
$
73

 
$
102

 
$
243

 
$
311

Certain available for sale securities were sold at a loss in 2012 and 2011 as a result of market conditions within these respective periods (e.g., a downgrade in the rating of a debt security). The table below summarizes available-for-sale securities in an unrealized loss position in accumulated other comprehensive income. Based on the methodology described below that was applied to these securities, we believe that the unrealized losses relate to factors other than credit losses in the current market environment. As of September 30, 2012, we did not have the intent to sell the debt securities with an unrealized loss position in accumulated other comprehensive income, and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. As of September 30, 2012, we had the ability and intent to hold equity securities with an unrealized loss position in accumulated other comprehensive income. As a result, we believe that the securities with an unrealized loss position in accumulated other comprehensive income are not considered to be other-than-temporarily impaired at September 30, 2012. Refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information related to investment securities and our methodology for evaluating potential other-than-temporary impairments.
 
 
September 30, 2012
 
December 31, 2011
 
 
Less than
12 months
 
12 months
or longer
 
Less than
12 months
 
12 months
or longer
($ in millions)
 
Fair
value
 
Unrealized
loss
 
Fair
value
 
Unrealized
loss
 
Fair
value
 
Unrealized
loss
 
Fair
value
 
Unrealized
loss
Available-for-sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and federal agencies
 
$
22

 
$

 
$

 
$

 
$
179

 
$
(2
)
 
$

 
$

Foreign government
 
129

 

 

 

 
197

 
(1
)
 

 

Mortgage-backed residential
 
650

 
(7
)
 
86

 
(2
)
 
2,302

 
(39
)
 
45

 
(2
)
Asset-backed
 
130

 
(1
)
 
1

 

 
994

 
(13
)
 
1

 

Corporate debt
 
101

 
(2
)
 
19

 
(2
)
 
444

 
(16
)
 
30

 
(2
)
Total temporarily impaired debt securities
 
1,032

 
(10
)
 
106

 
(4
)
 
4,116

 
(71
)
 
76

 
(4
)
Temporarily impaired equity securities
 
299

 
(26
)
 
303

 
(46
)
 
770

 
(148
)
 
18

 
(6
)
Total temporarily impaired available-for-sale securities
 
$
1,331

 
$
(36
)
 
$
409

 
$
(50
)
 
$
4,886

 
$
(219
)
 
$
94

 
$
(10
)

20

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



7.     Loans Held-for-Sale, Net
The composition of loans held-for-sale, net, was as follows.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Domestic
 
Foreign
 
Total
 
Domestic
 
Foreign
 
Total
Consumer automobile
 
$

 
$

 
$

 
$
425

 
$

 
$
425

Consumer mortgage
 

 

 
 
 

 

 
 
1st Mortgage
 
1,927

 

 
1,927

 
7,360

 
12

 
7,372

Home equity
 

 

 

 
740

 

 
740

Total consumer mortgage (a)
 
1,927

 

 
1,927

 
8,100

 
12

 
8,112

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
10

 

 
10

 
20

 

 
20

Total loans held-for-sale (b)
 
$
1,937

 
$

 
$
1,937

 
$
8,545

 
$
12

 
$
8,557

(a)
Fair value option-elected domestic consumer mortgages were $1.9 billion and $3.9 billion at September 30, 2012, and December 31, 2011, respectively. Refer to Note 22 for additional information.
(b)
Totals are net of unamortized premiums and discounts and deferred fees and costs. Included in the totals are net unamortized premiums of $21 million at September 30, 2012, and net unamortized discounts of $221 million at December 31, 2011.
The following table summarizes held-for-sale mortgage loans reported at carrying value by higher-risk loan type.
($ in millions)
 
September 30, 2012
 
December 31, 2011
High original loan-to-value (greater than 100%) mortgage loans
 
$
336

 
$
423

Payment-option adjustable-rate mortgage loans
 

 
12

Interest-only mortgage loans
 
9

 
298

Below-market rate (teaser) mortgages
 

 
169

Total higher-risk mortgage loans held-for-sale
 
$
345

 
$
902


21

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



8.     Finance Receivables and Loans, Net
The composition of finance receivables and loans, net, reported at carrying value before allowance for loan losses was as follows.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Domestic
 
Foreign
 
Total
 
Domestic
 
Foreign
 
Total
Consumer automobile
 
$
52,434

 
$
18,413

 
$
70,847

 
$
46,576

 
$
16,883

 
$
63,459

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
7,070

 

 
7,070

 
6,867

 
24

 
6,891

Home equity
 
2,717

 

 
2,717

 
3,102

 

 
3,102

Total consumer mortgage
 
9,787

 

 
9,787

 
9,969

 
24

 
9,993

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
27,523

 
7,279

 
34,802

 
26,552

 
8,265

 
34,817

Mortgage
 
686

 

 
686

 
1,887

 
24

 
1,911

Other
 
2,552

 
6

 
2,558

 
1,178

 
63

 
1,241

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2,446

 
133

 
2,579

 
2,331

 
154

 
2,485

Mortgage
 

 

 

 

 
14

 
14

Total commercial
 
33,207

 
7,418

 
40,625

 
31,948

 
8,520

 
40,468

Loans at fair value (a)
 

 

 

 
603

 
232

 
835

Total finance receivables and loans (b)
 
$
95,428

 
$
25,831

 
$
121,259

 
$
89,096

 
$
25,659

 
$
114,755

(a)
Includes domestic consumer mortgages at fair value as a result of fair value option election. Refer to Note 22 for additional information.
(b)
Totals are net of unearned income, unamortized premiums and discounts, and deferred fees and costs of $3.0 billion and $2.9 billion at September 30, 2012, and December 31, 2011, respectively.

22

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans.
Three months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at July 1, 2012
 
$
778

 
$
472

 
$
177

 
$
1,427

Charge-offs
 
 
 
 
 
 
 
 
Domestic
 
(111
)
 
(33
)
 
(3
)
 
(147
)
Foreign
 
(47
)
 

 

 
(47
)
Total charge-offs
 
(158
)
 
(33
)
 
(3
)
 
(194
)
Recoveries
 
 
 
 
 
 
 
 
Domestic
 
41

 
2

 
1

 
44

Foreign
 
21

 

 
4

 
25

Total recoveries
 
62

 
2

 
5

 
69

Net charge-offs
 
(96
)
 
(31
)
 
2

 
(125
)
Provision for loan losses
 
117

 
6

 
(7
)
 
116

Other
 
4

 

 
1

 
5

Allowance at September 30, 2012
 
$
803

 
$
447

 
$
173

 
$
1,423

Three months ended September 30, 2011 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at July 1, 2011
 
$
911

 
$
558

 
$
270

 
$
1,739

Charge-offs
 
 
 
 
 
 
 
 
Domestic
 
(97
)
 
(54
)
 
(6
)
 
(157
)
Foreign
 
(37
)
 
(2
)
 
(7
)
 
(46
)
Total charge-offs
 
(134
)
 
(56
)
 
(13
)
 
(203
)
Recoveries
 
 
 
 
 
 
 
 
Domestic
 
45

 
4

 
4

 
53

Foreign
 
18

 
1

 
8

 
27

Total recoveries
 
63

 
5

 
12

 
80

Net charge-offs
 
(71
)
 
(51
)
 
(1
)
 
(123
)
Provision for loan losses
 
53

 
26

 
(29
)
 
50

Discontinued operations
 

 
(1
)
 

 
(1
)
Other
 
(42
)
 

 
(2
)
 
(44
)
Allowance at September 30, 2011
 
$
851

 
$
532

 
$
238

 
$
1,621


23

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Nine months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at January 1, 2012
 
$
766

 
$
516

 
$
221

 
$
1,503

Charge-offs
 
 
 
 
 
 
 
 
Domestic
 
(296
)
 
(119
)
 
(6
)
 
(421
)
Foreign
 
(128
)
 

 
(2
)
 
(130
)
Total charge-offs
 
(424
)
 
(119
)
 
(8
)
 
(551
)
Recoveries
 
 
 
 
 
 
 
 
Domestic
 
129

 
8

 
10

 
147

Foreign
 
55

 

 
29

 
84

Total recoveries
 
184

 
8

 
39

 
231

Net charge-offs
 
(240
)
 
(111
)
 
31

 
(320
)
Provision for loan losses
 
295

 
54

 
(64
)
 
285

Deconsolidation of ResCap
 

 
(9
)
 

 
(9
)
Other
 
(18
)
 
(3
)
 
(15
)
 
(36
)
Allowance at September 30, 2012
 
$
803

 
$
447

 
$
173

 
$
1,423

Allowance for loan losses
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
10

 
$
172

 
$
38

 
$
220

Collectively evaluated for impairment
 
789

 
275

 
135

 
1,199

Loans acquired with deteriorated credit quality
 
4

 

 

 
4

Finance receivables and loans at historical cost
 
 
 
 
 
 
 
 
Ending balance
 
70,847

 
9,787

 
40,625

 
121,259

Individually evaluated for impairment
 
97

 
738

 
1,662

 
2,497

Collectively evaluated for impairment
 
70,710

 
9,049

 
38,963

 
118,722

Loans acquired with deteriorated credit quality
 
40

 

 

 
40

Nine months ended September 30, 2011 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at January 1, 2011
 
$
970

 
$
580

 
$
323

 
$
1,873

Charge-offs
 
 
 
 
 
 
 
 
Domestic
 
(331
)
 
(162
)
 
(24
)
 
(517
)
Foreign
 
(112
)
 
(4
)
 
(55
)
 
(171
)
Total charge-offs
 
(443
)
 
(166
)
 
(79
)
 
(688
)
Recoveries
 
 
 
 
 
 
 
 
Domestic
 
146

 
13

 
16

 
175

Foreign
 
54

 
1

 
25

 
80

Total recoveries
 
200

 
14

 
41

 
255

Net charge-offs
 
(243
)
 
(152
)
 
(38
)
 
(433
)
Provision for loan losses
 
157

 
104

 
(48
)
 
213

Other
 
(33
)
 

 
1

 
(32
)
Allowance at September 30, 2011
 
$
851

 
$
532

 
$
238

 
$
1,621

Allowance for loan losses
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
2

 
$
125

 
$
49

 
$
176

Collectively evaluated for impairment
 
839

 
407

 
189

 
1,435

Loans acquired with deteriorated credit quality
 
10

 

 

 
10

Finance receivables and loans at historical cost
 
 
 
 
 
 
 
 
Ending balance
 
59,705

 
10,269

 
37,897

 
107,871

Individually evaluated for impairment
 
52

 
600

 
698

 
1,350

Collectively evaluated for impairment
 
59,549

 
9,669

 
37,199

 
106,417

Loans acquired with deteriorated credit quality
 
104

 

 

 
104


24

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table presents information about significant sales of finance receivables and loans recorded at historical cost and transfers of finance receivables and loans from held-for-investment to held-for-sale.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Consumer automobile
 
$

 
$
1,961

 
$
1,960

 
$
3,279

Consumer mortgage
 

 
7

 
40

 
100

Commercial
 
10

 
27

 
10

 
33

Total sales and transfers
 
$
10

 
$
1,995

 
$
2,010

 
$
3,412

The following table presents an analysis of our past due finance receivables and loans, net, recorded at historical cost reported at carrying value before allowance for loan losses.
($ in millions)
 
30-59 days
past due
 
60-89 days
past due
 
90 days
or more
past due
 
Total
past due
 
Current
 
Total finance
receivables and loans
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
848

 
$
197

 
$
191

 
$
1,236

 
$
69,611

 
$
70,847

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
76

 
38

 
161

 
275

 
6,795

 
7,070

Home equity
 
17

 
12

 
13

 
42

 
2,675

 
2,717

Total consumer mortgage
 
93

 
50

 
174

 
317

 
9,470

 
9,787

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
7

 
2

 
58

 
67

 
34,735

 
34,802

Mortgage
 

 

 

 

 
686

 
686

Other
 

 

 
1

 
1

 
2,557

 
2,558

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2

 

 
18

 
20

 
2,559

 
2,579

Mortgage
 

 

 

 

 

 

Total commercial
 
9

 
2

 
77

 
88

 
40,537

 
40,625

Total consumer and commercial
 
$
950

 
$
249

 
$
442

 
$
1,641

 
$
119,618

 
$
121,259

December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
802

 
$
162

 
$
179

 
$
1,143

 
$
62,316

 
$
63,459

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
91

 
35

 
162

 
288

 
6,603

 
6,891

Home equity
 
21

 
11

 
18

 
50

 
3,052

 
3,102

Total consumer mortgage
 
112

 
46

 
180

 
338

 
9,655

 
9,993

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 
1

 
126

 
127

 
34,690

 
34,817

Mortgage
 

 

 

 

 
1,911

 
1,911

Other
 

 

 
1

 
1

 
1,240

 
1,241

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2

 
1

 
34

 
37

 
2,448

 
2,485

Mortgage
 

 
2

 
12

 
14

 

 
14

Total commercial
 
2

 
4

 
173

 
179

 
40,289

 
40,468

Total consumer and commercial
 
$
916

 
$
212

 
$
532

 
$
1,660

 
$
112,260

 
$
113,920


25

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table presents the carrying value before allowance for loan losses of our finance receivables and loans recorded at historical cost on nonaccrual status.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Consumer automobile
 
$
304

 
$
228

Consumer mortgage
 
 
 
 
1st Mortgage
 
444

 
281

Home equity
 
36

 
58

Total consumer mortgage
 
480

 
339

Commercial
 
 
 
 
Commercial and industrial
 
 
 
 
Automobile
 
257

 
223

Mortgage
 

 

Other
 
36

 
37

Commercial real estate
 
 
 
 
Automobile
 
53

 
67

Mortgage
 

 
12

Total commercial
 
346

 
339

Total consumer and commercial finance receivables and loans
 
$
1,130

 
$
906

Management performs a quarterly analysis of the consumer automobile, consumer mortgage, and commercial portfolios using a range of credit quality indicators to assess the adequacy of the allowance based on historical and current trends. The tables below present the population of loans by quality indicators for our consumer automobile, consumer mortgage, and commercial portfolios.
The following table presents performing and nonperforming credit quality indicators in accordance with our internal accounting policies for our consumer finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Performing
 
Nonperforming
 
Total
 
Performing
 
Nonperforming
 
Total
Consumer automobile
 
$
70,543

 
$
304

 
$
70,847

 
$
63,231

 
$
228

 
$
63,459

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
6,626

 
444

 
7,070

 
6,610

 
281

 
6,891

Home equity
 
2,681

 
36

 
2,717

 
3,044

 
58

 
3,102

Total consumer mortgage
 
$
9,307

 
$
480

 
$
9,787

 
$
9,654

 
$
339

 
$
9,993

The following table presents pass and criticized credit quality indicators based on regulatory definitions for our commercial finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Pass
 
Criticized (a)
 
Total
 
Pass
 
Criticized (a)
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
$
32,766

 
$
2,036

 
$
34,802

 
$
32,464

 
$
2,353

 
$
34,817

Mortgage
 
667

 
19

 
686

 
1,760

 
151

 
1,911

Other
 
2,306

 
252

 
2,558

 
883

 
358

 
1,241

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2,471

 
108

 
2,579

 
2,305

 
180

 
2,485

Mortgage
 

 

 

 

 
14

 
14

Total commercial
 
$
38,210

 
$
2,415

 
$
40,625


$
37,412

 
$
3,056

 
$
40,468

(a)
Includes loans classified as special mention, substandard, or doubtful. These classifications are based on regulatory definitions and generally represent loans within our portfolio that have a higher default risk or have already defaulted.

26

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Impaired Loans and Troubled Debt Restructurings
Impaired Loans
Loans are considered impaired when we determine it is probable that we will be unable to collect all amounts due according to the terms of the loan agreement. For more information on our impaired finance receivables and loans, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
The following table presents information about our impaired finance receivables and loans recorded at historical cost.
($ in millions)
 
Unpaid principal balance
 
Carrying value before allowance
 
Impaired with no allowance
 
Impaired with an allowance
 
Allowance for impaired loans
September 30, 2012
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
97

 
$
97

 
$

 
$
97

 
$
10

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
728

 
646

 
101

 
545

 
133

Home equity
 
91

 
92

 

 
92

 
39

Total consumer mortgage
 
819

 
738

 
101

 
637

 
172

Commercial
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
Automobile
 
257

 
257

 
93

 
164

 
15

Mortgage
 

 

 

 

 

Other
 
36

 
36

 
10

 
26

 
7

Commercial real estate
 
 
 
 
 
 
 
 
 
 
Automobile
 
53

 
53

 
14

 
39

 
16

Mortgage
 

 

 

 

 

Total commercial
 
346

 
346

 
117

 
229

 
38

Total consumer and commercial finance receivables and loans
 
$
1,262

 
$
1,181

 
$
218

 
$
963

 
$
220

December 31, 2011
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
69

 
$
69

 
$

 
$
69

 
$
7

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
516

 
508

 
83

 
425

 
126

Home equity
 
97

 
98

 

 
98

 
46

Total consumer mortgage
 
613

 
606

 
83

 
523

 
172

Commercial
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
Automobile
 
222

 
222

 
64

 
158

 
22

Mortgage
 

 

 

 

 

Other
 
37

 
37

 
25

 
12

 
5

Commercial real estate
 
 
 
 
 
 
 
 
 
 
Automobile
 
68

 
68

 
32

 
36

 
18

Mortgage
 
12

 
12

 
1

 
11

 
5

Total commercial
 
339

 
339

 
122

 
217

 
50

Total consumer and commercial finance receivables and loans
 
$
1,021

 
$
1,014

 
$
205

 
$
809

 
$
229


27

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following tables present average balance and interest income for our impaired finance receivables and loans.
 
 
2012
 
2011
Three months ended September 30, ($ in millions)
 
Average
balance
 
Interest
income
 
Average
balance
 
Interest
income
Consumer automobile
 
$
97

 
$
2

 
$
56

 
$
1

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
628

 
10

 
476

 
5

Home equity
 
91

 
1

 
93

 
1

Total consumer mortgage
 
719

 
11

 
569

 
6

Commercial
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
229

 
4

 
306

 
6

Mortgage
 

 

 
2

 
1

Other
 
37

 

 
54

 

Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
51

 
1

 
104

 
4

Mortgage
 

 

 
31

 

Total commercial
 
317

 
5

 
497

 
11

Total consumer and commercial finance receivables and loans
 
$
1,133

 
$
18

 
$
1,122

 
$
18

 
 
2012
 
2011
Nine months ended September 30, ($ in millions)
 
Average
balance
 
Interest
income
 
Average
balance
 
Interest
income
Consumer automobile
 
$
91

 
$
7

 
$
23

 
$
1

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
574

 
21

 
449

 
13

Home equity
 
95

 
3

 
89

 
3

Total consumer mortgage
 
669

 
24

 
538

 
16

Commercial
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
212

 
9

 
321

 
7

Mortgage
 
6

 

 
26

 
6

Other
 
32

 
5

 
95

 
1

Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
57

 
2

 
141

 
4

Mortgage
 
7

 

 
47

 
1

Total commercial
 
314

 
16

 
630

 
19

Total consumer and commercial finance receivables and loans
 
$
1,074

 
$
47

 
$
1,191

 
$
36

Troubled Debt Restructurings
TDRs are loan modifications where concessions were granted to borrowers experiencing financial difficulties. Numerous initiatives, such as the Home Affordable Modification Program (HAMP) are in place to provide support to our mortgage customers in financial distress, including principal forgiveness, maturity extensions, delinquent interest capitalization, and changes to contractual interest rates. Additionally for automobile loans, we offer several types of assistance to aid our customers including changing the maturity date and rewriting the loan terms. Total TDRs recorded at historical cost and reported at carrying value before allowance for loan losses were $885 million at September 30, 2012, reflecting an increase of $151 million from December 31, 2011. Refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information.

28

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following tables present information related to finance receivables and loans recorded at historical cost modified in connection with a troubled debt restructuring during the period.
 
 
2012
 
2011
Three months ended September 30,
($ in millions)
 
Number of
loans
 
Pre-modification
carrying value before
allowance
 
Post-modification
carrying value before
allowance
 
Number of
loans
 
Pre-modification
carrying value before
allowance
 
Post-modification
carrying value before
allowance
Consumer automobile
 
1,207

 
$
14

 
$
14

 
1,629

 
$
21

 
$
21

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
218

 
74

 
59

 
80

 
30

 
29

Home equity
 
85

 
5

 
5

 
213

 
12

 
11

Total consumer mortgage
 
303

 
79

 
64

 
293

 
42

 
40

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
3

 
7

 
7

 

 

 

Mortgage
 

 

 

 

 

 

Other
 

 

 

 

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
1

 
2

 
2

 
1

 
2

 
2

Mortgage
 

 

 

 
1

 
3

 
2

Total commercial
 
4

 
9

 
9

 
2

 
5

 
4

Total consumer and commercial finance receivables and loans
 
1,514

 
$
102

 
$
87

 
1,924

 
$
68

 
$
65

 
 
2012
 
2011
Nine months ended September 30,
($ in millions)
 
Number of
loans
 
Pre-modification
carrying value before
allowance
 
Post-modification
carrying value before
allowance
 
Number of
loans
 
Pre-modification
carrying value before
allowance
 
Post-modification
carrying value before
allowance
Consumer automobile
 
5,979

 
$
72

 
$
72

 
4,407

 
$
58

 
$
58

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
1,140

 
333

 
247

 
309

 
111

 
110

Home equity
 
312

 
18

 
17

 
695

 
39

 
36

Total consumer mortgage
 
1,452

 
351

 
264

 
1,004

 
150

 
146

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
9

 
15

 
15

 
1

 
3

 
3

Mortgage
 

 

 

 
1

 
38

 
28

Other
 

 

 

 
2

 
11

 
10

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
5

 
11

 
10

 
2

 
6

 
4

Mortgage
 

 

 

 
2

 
4

 
3

Total commercial
 
14

 
26

 
25

 
8

 
62

 
48

Total consumer and commercial finance receivables and loans
 
7,445

 
$
449

 
$
361

 
5,419

 
$
270

 
$
252


29

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following tables present information about finance receivables and loans recorded at historical cost that have redefaulted during the reporting period and were within 12 months or less of being modified as a troubled debt restructuring. Redefault is when finance receivables and loans meet the requirements for evaluation under our charge-off policy (Refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information) except for commercial finance receivables and loans where default is defined as 90 days past due.
 
 
2012
 
2011
Three months ended September 30, ($ in millions)
 
Number of
loans
 
Carrying value
before allowance
 
Charge-off amount
 
Number of
loans
 
Carrying value
before allowance
 
Charge-off amount
Consumer automobile
 
145

 
$
2

 
$

 
88

 
$
1

 
$

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
5

 
1

 

 

 

 

Home equity
 
12

 
1

 
1

 
9

 
1

 
1

Total consumer mortgage
 
17

 
2

 
1

 
9

 
1

 
1

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 

Total commercial
 

 

 

 

 

 

Total consumer and commercial finance receivables and loans
 
162

 
$
4

 
$
1

 
97

 
$
2

 
$
1

 
 
2012
 
2011
Nine months ended September 30, ($ in millions)
 
Number of
loans
 
Carrying value
before allowance
 
Charge-off amount
 
Number of
loans
 
Carrying value
before allowance
 
Charge-off amount
Consumer automobile
 
514

 
$
5

 
$
2

 
176

 
$
2

 
$
1

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
17

 
4

 
1

 
5

 
1

 

Home equity
 
25

 
2

 
2

 
18

 
1

 
1

Total consumer mortgage
 
42

 
6

 
3

 
23

 
2

 
1

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
4

 
3

 

 
1

 
3

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
1

 
2

 

 

 

 

Total commercial
 
5

 
5

 

 
1

 
3

 

Total consumer and commercial finance receivables and loans
 
561

 
$
16

 
$
5

 
200

 
$
7

 
$
2

At September 30, 2012, and December 31, 2011, commercial commitments to lend additional funds to debtors owing receivables whose terms had been modified in a troubled debt restructuring were $26 million and $45 million, respectively.

30

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Higher-Risk Mortgage Concentration Risk
The following table summarizes held-for-investment mortgage finance receivables and loans recorded at historical cost and reported at carrying value before allowance for loan losses by higher-risk loan type.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Interest-only mortgage loans (a)
 
$
2,262

 
$
2,947

Below-market rate (teaser) mortgages
 
197

 
248

Total higher-risk mortgage finance receivables and loans 
 
$
2,459

 
$
3,195

(a)
The majority of the interest-only mortgage loans are expected to start principal amortization in 2015 or beyond.

9.     Investment in Operating Leases, Net
Investments in operating leases were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Vehicles and other equipment
 
$
14,969

 
$
11,160

Accumulated depreciation
 
(2,261
)
 
(1,885
)
Investment in operating leases, net
 
$
12,708

 
$
9,275

Depreciation expense on operating lease assets includes remarketing gains and losses recognized on the sale of operating lease assets. The following summarizes the components of depreciation expense on operating lease assets.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Depreciation expense on operating lease assets (excluding remarketing gains)
 
$
405

 
$
352

 
$
1,124

 
$
1,083

Remarketing gains
 
(47
)
 
(76
)
 
(155
)
 
(361
)
Depreciation expense on operating lease assets
 
$
358

 
$
276

 
$
969

 
$
722


31

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


10.    Securitizations and Variable Interest Entities
Overview
We are involved in several types of securitization and financing transactions that utilize special purpose entities (SPEs). An SPE is an entity that is designed to fulfill a specified limited need of the sponsor. Our principal use of SPEs is to obtain liquidity and favorable capital treatment by securitizing certain of our financial assets.
The SPEs involved in securitization and other financing transactions are generally considered variable interest entities (VIEs). VIEs are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the entity's activities. Due to the deconsolidation of ResCap, our mortgage securitization activity and involvement with certain mortgage-related VIEs has substantially changed. Refer to Note 1 for additional information related to ResCap.
Securitizations
We provide a wide range of consumer and commercial automobile loans, operating leases, other commercial loans, and mortgage loan products to a diverse customer base. We often securitize these loans and leases (which we collectively describe as loans or financial assets) through the use of securitization entities, which may or may not be consolidated on our Condensed Consolidated Balance Sheet. We securitize consumer and commercial automobile loans, operating leases, and other commercial loans through private-label securitizations. We securitize consumer mortgage loans through transactions involving the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). We previously securitized consumer mortgage loans through private-label mortgage securitizations and through transactions involving the Government National Mortgage Association (Ginnie Mae). We refer to Fannie Mae, Freddie Mac, and Ginnie Mae collectively as the Government-Sponsored Enterprises or GSEs. During the nine months ended September 30, 2012 and 2011, our consumer mortgage loans were primarily securitized through the GSEs.
In executing a securitization transaction, we typically sell pools of financial assets to a wholly owned, bankruptcy-remote SPE, which then transfers the financial assets to a separate, transaction-specific securitization entity for cash, servicing rights, and in some transactions, other retained interests. The securitization entity is funded through the issuance of beneficial interests in the securitized financial assets. The beneficial interests take the form of either notes or trust certificates which are sold to investors and/or retained by us. These beneficial interests are collateralized by the transferred loans and entitle the investors to specified cash flows generated from the securitized loans. In addition to providing a source of liquidity and cost-efficient funding, securitizing these financial assets also reduces our credit exposure to the borrowers beyond any economic interest we may retain.
Each securitization is governed by various legal documents that limit and specify the activities of the securitization entity. The securitization entity is generally allowed to acquire the loans, to issue beneficial interests to investors to fund the acquisition of the loans, and to enter into derivatives or other yield maintenance contracts to hedge or mitigate certain risks related to the financial assets or beneficial interests of the entity. A servicer, who is generally us, is appointed pursuant to the underlying legal documents to service the assets the securitization entity holds and the beneficial interests it issues. Servicing functions include, but are not limited to, making certain payments of property taxes and insurance premiums, default and property maintenance payments, as well as advancing principal and interest payments before collecting them from individual borrowers. Our servicing responsibilities, which constitute continued involvement in the transferred financial assets, consist of primary servicing (i.e., servicing the underlying transferred financial assets) and previously master servicing (i.e., servicing the beneficial interests that result from the securitization transactions). Certain securitization entities also require the servicer to advance scheduled principal and interest payments due on the beneficial interests issued by the entity regardless of whether cash payments are received on the underlying transferred financial assets. Accordingly, we are required to provide these servicing advances when applicable. Refer to Note 11 for additional information regarding our servicing rights.
The GSEs provide a guarantee of the payment of principal and interest on the beneficial interests issued in securitizations. In private-label securitizations, cash flows from the assets initially transferred into the securitization entity represent the sole source for payment of distributions on the beneficial interests issued by the securitization entity and for payments to the parties that perform services for the securitization entity, such as the servicer or the trustee. In certain private-label securitization transactions, a liquidity facility may exist to provide temporary liquidity to the entity. The liquidity provider generally is reimbursed prior to other parties in subsequent distribution periods. In previous certain private-label securitizations monoline insurance may have existed to cover certain shortfalls to certain investors in the beneficial interests issued by the securitization entity. As noted above, in certain private-label securitizations, the servicer is required to advance scheduled principal and interest payments due on the beneficial interests regardless of whether cash payments are received on the underlying transferred financial assets. The servicer is allowed to reimburse itself for these servicing advances. Additionally, certain private-label securitization transactions may have previously allowed for the acquisition of additional loans subsequent to the initial loan transfer. Principal collections on other loans and/or the issuance of new beneficial interests, such as variable funding notes, generally funded those loans; we were often contractually required to invest in these new interests.
We may retain beneficial interests in our private-label securitizations, which may represent a form of significant continuing economic interest. These retained interests include, but are not limited to, senior or subordinate asset-backed securities and residuals, and previously included senior or subordinate mortgage-backed securities, interest-only strips, and principal-only strips. Certain of these retained interests provide credit enhancement to the trust as they may absorb credit losses or other cash shortfalls. Additionally, the securitization agreements may require cash flows to be directed away from certain of our retained interests due to specific over-collateralization requirements, which

32

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


may or may not be performance-driven.
We generally hold certain conditional repurchase options that allow us to repurchase assets from the securitization entity. The majority of the securitizations provide us, as servicer, with a call option that allows us to repurchase the remaining transferred financial assets or outstanding beneficial interests at our discretion once the asset pool reaches a predefined level, which represents the point where servicing becomes burdensome (a clean-up call option). The repurchase price is typically the par amount of the loans plus accrued interest. Additionally, we may hold other conditional repurchase options that allow us to repurchase a transferred financial asset if certain events outside our control are met. The typical conditional repurchase option is a delinquent loan repurchase option that gives us the option to purchase the loan or contract if it exceeds a certain prespecified delinquency level. We generally have complete discretion regarding when or if we will exercise these options, but we would do so only when it is in our best interest.
Other than our customary representation and warranty provisions, these securitizations are nonrecourse to us, thereby transferring the risk of future credit losses to the extent the beneficial interests in the securitization entities are held by third parties. Representation and warranty provisions generally require us to repurchase loans or indemnify the investor or other party for incurred losses to the extent it is determined that the loans were ineligible or were otherwise defective at the time of sale. Refer to Note 25 for detail on representation and warranty provisions. We did not provide any noncontractual financial support to any of these entities during the nine months ended September 30, 2012 and 2011.
Other Variable Interest Entities
Servicer Advance Funding Entity
We previously assisted in the financing of our servicer advance receivables; we formed a VIE that issued variable funding notes to third-party investors that were collateralized by servicer advance receivables. These servicer advance receivables were transferred to the VIE and consisted of delinquent principal and interest advances we made as servicer to various investors; property taxes and insurance premiums advanced to taxing authorities and insurance companies on behalf of borrowers; and amounts advanced for mortgages in foreclosure. The VIE funded the purchase of the receivables through financing obtained from the third-party investors and subordinated loans or an equity contribution from our mortgage activities. This VIE was not consolidated on our balance sheet at September 30, 2012 as a result of the deconsolidation of ResCap, but was consolidated on our balance sheet at December 31, 2011. The beneficial interest holder of this VIE does not have legal recourse to our general credit. We do not have a contractual obligation to provide any type of financial support in the future, nor have we provided noncontractual financial support to the entity during the nine months ended September 30, 2012 and 2011.
Other
We had involvements with various other on-balance sheet, immaterial VIEs. Most of these VIEs were used for additional liquidity whereby we sold certain financial assets into the VIE and issued beneficial interests to third parties for cash.
We also provide long-term guarantee contracts to investors in certain nonconsolidated affordable housing entities and have extended a line of credit to provide liquidity and minimize our exposure under these contracts. Since we do not have control over the entities or the power to make decisions, we do not consolidate the entities and our involvement is limited to the guarantee and the line of credit.
Involvement with Variable Interest Entities
The determination of whether financial assets transferred by us to these VIEs (and related liabilities) are consolidated on our balance sheet (also referred to as on-balance sheet) or not consolidated on our balance sheet (also referred to as off-balance sheet) depends on the terms of the related transaction and our continuing involvement (if any) with the SPE. We are deemed the primary beneficiary and therefore consolidate VIEs for which we have both (a) the power, through voting rights or similar rights, to direct the activities that most significantly impact the VIE's economic performance, and (b) a variable interest (or variable interests) that (i) obligates us to absorb losses that could potentially be significant to the VIE and/or (ii) provides us the right to receive residual returns of the VIE that could potentially be significant to the VIE. We determine whether we hold a significant variable interest in a VIE based on a consideration of both qualitative and quantitative factors regarding the nature, size, and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

33

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Our involvement with consolidated and nonconsolidated VIEs in which we hold variable interests is presented below.
($ in millions)
 
Consolidated
involvement
with VIEs
Assets of
nonconsolidated
VIEs (a)
Maximum exposure to
loss in nonconsolidated
VIEs
September 30, 2012
 

 

 

 
On-balance sheet variable interest entities
 

 

 

 
Consumer automobile
 
$
29,131

  
$

  
$

  
Commercial automobile
 
18,741

  

  

  
Commercial other
 
656

 

 

 
Off-balance sheet variable interest entities
 

 

 

 
Consumer automobile
 

 
1,659

 
1,659

(b)
Consumer mortgage — other
 

  

(c) 
13

(d) 
Commercial other
 
(28
)
(e) 

(f) 
92

  
Total
 
$
48,500

  
$
1,659

  
$
1,764

  
December 31, 2011
 

 

 

 
On-balance sheet variable interest entities
 

 

 

 
Consumer automobile
 
$
26,504

  
$

  
$

  
Consumer mortgage — private-label
 
1,098

  

  

  
Commercial automobile
 
19,594

  

  

  
Other
 
956

  

  

  
Off-balance sheet variable interest entities
 

 

 

 
Consumer mortgage — Ginnie Mae
 
2,652

(g) 
44,127

  
44,127

(b) 
Consumer mortgage — CMHC
 
66

(g) 
3,222

  
66

(h) 
Consumer mortgage — private-label
 
141

(g) 
4,408

  
4,408

(b) 
Consumer mortgage — other
 

 

(c)
17

(d)
Commercial other
 
83

(e) 

(f) 
242

  
Total
 
$
51,094

  
$
51,757

  
$
48,860

  
(a)
Asset values represent the current unpaid principal balance of outstanding consumer finance receivables and loans within the VIEs.
(b)
Maximum exposure to loss represents the current unpaid principal balance of outstanding loans based on our customary representation and warranty provisions. This measure is based on the unlikely event that all of the loans have underwriting defects or other defects that trigger a representation and warranty provision and the collateral supporting the loans are worthless. This required disclosure is not an indication of our expected loss.
(c)
Includes a VIE for which we have no management oversight and therefore we are not able to provide the total assets of the VIE. However, in March 2011 we sold excess servicing rights valued at $266 million to the VIE.
(d)
Our maximum exposure to loss in this VIE is a component of servicer advances made that are allocated to the trust. The maximum exposure to loss presented represents the unlikely event that every loan underlying the excess servicing rights sold defaults, and we, as servicer, are required to advance the entire excess service fee to the trust for the contractually established period. This required disclosure is not an indication of our expected loss.
(e)
Includes $0 million and $100 million classified as finance receivables and loans, net, and $0 million and $20 million classified as other assets, offset by $28 million and $37 million classified as accrued expenses and other liabilities at September 30, 2012, and December 31, 2011, respectively.
(f)
Includes VIEs for which we have no management oversight and therefore we are not able to provide the total assets of the VIEs.
(g)
Includes $0 billion and $2.4 billion classified as mortgage loans held-for-sale, $0 million and $92 million classified as trading securities or other assets, and $0 million and $386 million classified as mortgage servicing rights at September 30, 2012, and December 31, 2011, respectively. CMHC is the Canada Mortgage and Housing Corporation.
(h)
Due to combination of the credit loss insurance on the mortgages and the guarantee by CMHC on the issued securities, the maximum exposure to loss would be limited to the amount of the retained interests. Additionally, the maximum loss would occur only in the event that CMHC dismisses us as servicer of the loans due to servicer performance or insolvency.
On-balance Sheet Variable Interest Entities
We engage in securitization and other financing transactions that do not qualify for off-balance sheet treatment. In these situations, we hold beneficial interests or other interests in the VIE, which represent a form of significant continuing economic interest. These retained interests include, but are not limited to, senior or subordinate asset-backed securities and residuals, and previously included senior or subordinate mortgage-backed securities, interest-only strips, and principal-only strips. Certain of these retained interests provide credit enhancement to the securitization entity as they may absorb credit losses or other cash shortfalls. Additionally, the securitization documents may require cash flows to be directed away from certain of our retained interests due to specific over-collateralization requirements, which may or may not be performance-driven. Because these securitization entities are consolidated, these retained interests and servicing rights are not recognized as separate assets on our Condensed Consolidated Balance Sheet.
We consolidated certain of these entities because we had a controlling financial interest in the VIE, primarily due to our servicing

34

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


activities, and because we hold a significant variable interest in the VIE. We are generally the primary beneficiary of automobile securitization entities for which we perform servicing activities and have retained a significant variable interest in the form of a beneficial interest. We were previously the primary beneficiary of certain mortgage private-label securitization entities.
The consolidated VIEs included in the Condensed Consolidated Balance Sheet represent separate entities with which we are involved. The third-party investors in the obligations of consolidated VIEs have legal recourse only to the assets of the VIEs and do not have such recourse to us, except for the customary representation and warranty provisions or when we are the counterparty to certain derivative transactions involving the VIE. In addition, the cash flows from the assets are restricted only to pay such liabilities. Thus, our economic exposure to loss from outstanding third-party financing related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets. All assets are restricted for the benefit of the beneficial interest holders. Refer to Note 22 for discussion of the assets and liabilities for which the fair value option has been elected.
Off-balance Sheet Variable Interest Entities
The nature, purpose, and activities of nonconsolidated securitization entities are similar to those of our consolidated securitization entities with the primary difference being the nature and extent of our continuing involvement. The cash flows from the assets of nonconsolidated securitization entities generally are the sole source of payment on the securitization entities’ liabilities. The creditors of these securitization entities have no recourse to us with the exception of market customary representation and warranty provisions as described in Note 25.
Nonconsolidated VIEs include entities for which we either do not hold potentially significant variable interests or do not provide servicing or asset management functions for the financial assets held by the securitization entity. Additionally, to qualify for off-balance sheet treatment, transfers of financial assets must meet the sale accounting conditions in ASC 860, Transfers and Servicing. Previously, our residential mortgage loan securitizations consisted of Ginnie Mae and private-label securitizations. We are not the primary beneficiary of any GSE loan securitization transaction because we do not have the power to direct the significant activities of such entities. Previously, we did not consolidate certain private-label mortgage securitizations because we did not have a variable interest that could potentially have been significant or we did not have power to direct the activities that most significantly impacted the performance of the VIE.
For nonconsolidated securitization entities, the transferred financial assets are removed from our balance sheet provided the conditions for sale accounting are met. The financial assets obtained from the securitization are primarily reported as cash, servicing rights, or retained interests (if applicable). Typically, we conclude that the fee we are paid for servicing consumer automobile finance receivables represents adequate compensation, and consequently, we do not recognize a servicing asset or liability. As an accounting policy election, we elected fair value treatment for our mortgage servicing rights (MSR) portfolio. Liabilities incurred as part of these securitization transactions, such as representation and warranty provisions, are recorded at fair value at the time of sale and are reported as accrued expenses and other liabilities on our Condensed Consolidated Balance Sheet. Upon the sale of the loans, we recognize a gain or loss on sale for the difference between the assets recognized, the assets derecognized, and the liabilities recognized as part of the transaction.
The following summarizes all pretax gains and losses recognized on financial assets sold into nonconsolidated securitization and similar asset-backed financing entities.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Consumer automobile
 
$

 
$

 
$
6

 
$

Consumer mortgage — GSEs
 
19

 
332

 
384

 
597

Consumer mortgage — private-label
 

 

 

 
1

Total pretax gain
 
$
19

 
$
332

 
$
390

 
$
598


35

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table summarizes cash flows received from and paid related to securitization entities, asset-backed financings, or other similar transfers of financial assets where the transfer is accounted for as a sale and we have a continuing involvement with the transferred assets (e.g., servicing) that were outstanding during the three months ended September 30, 2012 and 2011. Additionally, this table contains information regarding cash flows received from and paid to nonconsolidated securitization entities that existed during each period.
Nine months ended September 30, ($ in millions)
 
Consumer automobile
 
Consumer 
mortgage GSEs
 
Consumer mortgage
private-label
2012
 
 
 
 
 
 
Cash proceeds from transfers completed during the period
 
$
1,978

 
$
23,779

 
$
5

Cash flows received on retained interests in securitization entities
 

 

 
71

Servicing fees
 
8

 
560

 
63

Purchases of previously transferred financial assets
 

 
(876
)
 
(12
)
Representations and warranties obligations
 

 
(105
)
 
(7
)
Other cash flows
 

 
(91
)
 
255

2011
 
 
 

 

Cash proceeds from transfers completed during the period
 
$

 
$
43,877

 
$
722

Cash flows received on retained interests in securitization entities
 

 

 
53

Servicing fees
 

 
747

 
152

Purchases of previously transferred financial assets
 

 
(1,744
)
 
(17
)
Representations and warranties obligations
 

 
(101
)
 
(29
)
Other cash flows
 

 
60

 
135

The following tables represent on-balance sheet loans held-for-sale and finance receivable and loans, off-balance sheet securitizations, and whole-loan sales where we have continuing involvement. The table presents quantitative information about delinquencies and net credit losses. Refer to Note 11 for further detail on total serviced assets.
 
 
Total Amount
 
Amount 60 days or more past due
($ in millions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
On-balance sheet loans
 
 
 
 
 
 
 
 
Consumer automobile
 
$
70,847

 
$
63,884

 
$
388

 
$
341

Consumer mortgage (a)
 
11,714

 
18,940

 
240

 
3,242

Commercial automobile
 
37,381

 
37,302

 
78

 
162

Commercial mortgage
 
686

 
1,925

 

 
14

Commercial other
 
2,568

 
1,261

 
1

 
1

Total on-balance sheet loans
 
123,196

 
123,312

 
707

 
3,760

Off-balance sheet securitization entities
 
 
 
 
 
 
 
 
Consumer automobile
 
1,659

 

 
2

 

Consumer mortgage — GSEs
 
122,892

 
262,984

 
1,903

 
9,456

Consumer mortgage — private-label
 

 
63,991

 

 
11,301

Total off-balance sheet securitization entities
 
124,551

 
326,975

 
1,905

 
20,757

Whole-loan transactions (b)
 
8,112

 
33,961

 
36

 
2,901

Total
 
$
255,859

 
$
484,248

 
$
2,648

 
$
27,418

(a)
Includes loans subject to conditional repurchase options of $0 billion and $2.3 billion guaranteed by the GSEs, and $0 million and $132 million sold to certain private-label mortgage securitization entities at September 30, 2012, and December 31, 2011, respectively.
(b)
Whole-loan transactions are not part of a securitization transaction, but represent consumer automobile and consumer mortgage pools of loans sold to third-party investors.

36

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
 
Net credit losses
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
On-balance sheet loans
 
 
 
 
 
 
 
 
Consumer automobile
 
$
96

 
$
71

 
$
240

 
$
243

Consumer mortgage
 
2

 
47

 
20

 
130

Commercial automobile
 
2

 

 
1

 
11

Commercial mortgage
 

 
1

 
(1
)
 
26

Commercial other
 
(4
)
 

 
(31
)
 
1

Total on-balance sheet loans
 
96

 
119

 
229

 
411

Off-balance sheet securitization entities
 
 
 
 
 
 
 
 
Consumer automobile
 
1

 

 
1

 

Consumer mortgage — GSEs (a)
 
n/m

 
n/m

 
n/m

 
n/m

Consumer mortgage — private-label
 

 
910

 
1,234

 
3,209

Total off-balance sheet securitization entities
 
1

 
910

 
1,235

 
3,209

Whole-loan transactions
 
1

 
182

 
238

 
626

Total
 
$
98

 
$
1,211

 
$
1,702

 
$
4,246

n/m = not meaningful
(a)
Anticipated credit losses are not meaningful due to the GSE guarantees.
11.     Servicing Activities
Mortgage Servicing Rights
The following tables summarize activity related to MSRs, which are carried at fair value. As MSRs do not trade in an active market with observable prices, management estimates fair value using internally developed discounted cash flow models (an income approach) to estimate the fair value. These internal valuation models estimate net cash flows based on internal operating assumptions that we believe would be used by market participants in orderly transactions combined with market-based assumptions for loan prepayment rates, interest rates, and discount rates that we believe approximate yields required by investors in this asset.
Three months ended September 30, ($ in millions)
 
2012 (a)

 
2011
Estimated fair value at July 1,
 
$
1,105

 
$
3,701

Additions recognized on sale of mortgage loans
 
50

 
159

Additions from purchases of servicing rights
 

 
15

Changes in fair value
 
 
 
 
Due to changes in valuation inputs or assumptions used in the valuation model
 
(192
)
 
(1,106
)
   Other changes in fair value
 
(61
)
 
(106
)
Estimated fair value at September 30,
 
$
902

 
$
2,663

(a)
The balance is at Ally Bank. Ally Bank announced that it has begun to explore strategic alternatives for its agency MSR portfolio. Refer to Note 1 for more information.

Nine months ended September 30, ($ in millions)
 
2012 (a)

 
2011
Estimated fair value at January 1,
 
$
2,519

 
$
3,738

Additions recognized on sale of mortgage loans
 
167

 
487

Additions from purchases of servicing rights
 

 
31

Subtractions from sales of servicing assets
 

 
(266
)
Changes in fair value
 
 
 
 
Due to changes in valuation inputs or assumptions used in the valuation model
 
(330
)
 
(943
)
   Other changes in fair value
 
(324
)
 
(384
)
Deconsolidation of ResCap
 
(1,130
)
 

Estimated fair value at September 30,
 
$
902

 
$
2,663

(a)
The remaining balance is at Ally Bank, due to the deconsolidation of ResCap. Ally Bank announced that it has begun to explore strategic alternatives for its agency MSR portfolio. Refer to Note 1 for more information.
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model include all changes due to a revaluation by a model or by a benchmarking exercise. Other changes in fair value primarily include the accretion of the present value of the discount related to forecasted cash flows and the economic runoff of the portfolio. Refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information regarding our significant assumptions and valuation techniques used in the valuation of mortgage servicing rights.
The key economic assumptions and sensitivity of the fair value of MSRs to immediate 10% and 20% adverse changes in those assumptions were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Weighted average life (in years)
 
4.1

 
4.7

Weighted average prepayment speed
 
17.0
%
 
15.7
%
Impact on fair value of 10% adverse change
 
$
(81
)
 
$
(135
)
Impact on fair value of 20% adverse change
 
(152
)
 
(257
)
Weighted average discount rate
 
5.9
%
 
10.2
%
Impact on fair value of 10% adverse change
 
$
(7
)
 
$
(59
)
Impact on fair value of 20% adverse change
 
(12
)
 
(114
)
These sensitivities are hypothetical and should be considered with caution. Changes in fair value based on a 10% and 20% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another (e.g., increased market interest rates may result in lower prepayments and increased credit losses) that could magnify or counteract the sensitivities. Further, these sensitivities show only the change in the asset balances and do not show any expected change in the fair value of the instruments used to manage the interest rates and prepayment risks associated with these assets.
Risk Mitigation Activities
The primary risk of our servicing rights is interest rate risk and the resulting impact on prepayments. A significant decline in interest rates could lead to higher-than-expected prepayments that could reduce the value of the MSRs. We economically hedge the impact of these risks with both derivative and nonderivative financial instruments. Refer to Note 20 for additional information regarding the derivative financial instruments used to economically hedge MSRs.
The components of servicing valuation and hedge activities, net, were as follows.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Change in estimated fair value of mortgage servicing rights
 
$
(253
)
 
$
(1,212
)
 
$
(654
)
 
$
(1,327
)
Change in fair value of derivative financial instruments
 
387

 
741

 
724

 
664

Servicing asset valuation and hedge activities, net
 
$
134

 
$
(471
)
 
$
70

 
$
(663
)
Mortgage Servicing Fees
The components of mortgage servicing fees were as follows.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Contractual servicing fees, net of guarantee fees and including subservicing
 
$
59

 
$
241

 
$
446

 
$
743

Late fees
 
3

 
11

 
28

 
49

Ancillary fees
 
3

 
44

 
57

 
115

Total mortgage servicing fees
 
$
65

 
$
296

 
$
531

 
$
907

Mortgage Servicing Advances
In connection with our primary Mortgage servicing activities (i.e., servicing of mortgage loans), we make certain payments for property taxes and insurance premiums, default and property maintenance payments, as well as advances of principal and interest payments before collecting them from individual borrowers. Servicing advances including contractual interest, are priority cash flows in the event of a loan principal reduction or foreclosure and ultimate liquidation of the real estate-owned property, thus making their collection reasonably assured. These servicing advances are included in other assets on the Condensed Consolidated Balance Sheet and totaled $76 million and $1.9 billion at September 30, 2012, and December 31, 2011, respectively. We maintain an allowance for uncollected primary servicing advances of $1 million and $43 million at September 30, 2012, and December 31, 2011, respectively. Our potential obligation is influenced by the loan’s performance and credit quality.
When we acted as a subservicer of mortgage loans we performed the responsibilities of a primary servicer but did not own the corresponding primary servicing rights. We received a fee from the primary servicer for such services. As the subservicer, we had the same responsibilities of a primary servicer in that we made certain payments of property taxes and insurance premiums, default and property maintenance, as well as advances of principal and interest payments before collecting them from individual borrowers. At September 30, 2012, and December 31, 2011, outstanding servicer advances related to subserviced loans were $0 million and $125 million, respectively, and we had a reserve for uncollected subservicer advances of $0 million and $1 million, respectively.
In many cases, where we acted as master servicer, we also acted as primary servicer. In connection with our master-servicing activities, we serviced the mortgage-backed and mortgage-related asset-backed securities and whole-loan packages sold to investors. As the master servicer, we collected mortgage loan payments from primary servicers and distributed those funds to investors in the mortgage-backed and mortgage-related asset-backed securities and whole-loan packages. As the master servicer, we were required to advance scheduled payments to the securitization trust or whole-loan investors. To the extent the primary servicer does not advance the payments, we were responsible for advancing the payment to the trust or whole-loan investors. Master-servicing advances, including contractual interest, are priority cash flows in the event of a default, thus making their collection reasonably assured. In most cases, we were required to advance these payments to the point of liquidation of the loan or reimbursement of the trust or whole-loan investors. We had outstanding master-servicing advances of $0 million and $158 million at September 30, 2012, and December 31, 2011, respectively. We had no reserve for uncollected master-servicing advances at September 30, 2012, or December 31, 2011.
Serviced Mortgage Assets
Total serviced mortgage assets consist of primary servicing activities. These include loans owned by Ally Bank, where Ally Bank is the primary servicer, and loans sold to third-party investors, where Ally Bank has retained primary servicing. Loans owned by Ally Bank are categorized as loans held-for-sale or consumer finance receivables and loans which are discussed in further detail in Note 7 and Note 8, respectively. The loans sold to third-party investors were sold through off-balance sheet GSE securitization transactions.
The unpaid principal balance of our serviced mortgage assets were as follows.
($ in millions)
 
September 30, 2012 (a)
 
December 31, 2011
On-balance sheet mortgage loans
 
 
 
 
Held-for-sale and investment
 
$
10,208

 
$
18,871

Operations held-for-sale
 

 
541

Off-balance sheet mortgage loans
 
 
 
 
Loans sold to third-party investors
 
 
 
 
Private-label
 

 
50,886

GSEs
 
122,892

 
262,868

Whole-loan
 
8

 
15,105

Purchased servicing rights
 

 
3,247

Operations held-for-sale
 

 
4,912

Total primary serviced mortgage loans
 
133,108

 
356,430

Subserviced mortgage loans
 

 
26,358

Subserviced operations held-for-sale
 

 
4

Total subserviced mortgage loans
 

 
26,362

Master-servicing-only mortgage loans
 

 
8,557

Total serviced mortgage loans
 
$
133,108

 
$
391,349

(a)
The remaining balances were at Ally Bank, due to the deconsolidation of ResCap. Ally Bank announced that it has begun to explore strategic alternatives for its agency MSR portfolio. Refer to Note 1 for more information.
Ally Bank is subject to certain net worth requirements associated with its servicing agreements with Fannie Mae and Freddie Mac. The majority of Ally Bank’s serviced mortgage assets are subserviced by GMAC Mortgage, LLC (GMACM), a subsidiary of ResCap, pursuant to a servicing agreement. GMACM is required to maintain certain servicer ratings in accordance with master agreements with the GSEs, which are highly correlated with GMACM’s consolidated tangible net worth and overall financial strength. At September 30, 2012, Ally Bank was in compliance with the requirements of the servicing agreements.
Automobile Servicing Activities
We service consumer automobile contracts. Historically, we have sold a portion of our consumer automobile contracts. With respect to contracts we sell, we retain the right to service and earn a servicing fee for our servicing function. Typically, we conclude that the fee we are paid for servicing consumer automobile finance receivables represents adequate compensation, and consequently, we do not recognize a servicing asset or liability. We recognized automobile servicing fees of $26 million and $86 million during the three months and nine months ended September 30, 2012, respectively, compared to $39 million and $126 million for three months and nine months ended September 30, 2011, respectively.
Automobile Serviced Assets
The total serviced automobile loans outstanding were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
On-balance sheet automobile loans and leases
 
 
 
 
Consumer automobile
 
$
70,847

 
$
63,884

Commercial automobile
 
37,381

 
37,302

Operating leases
 
12,708

 
9,275

Operations held-for-sale
 
27

 
102

Off-balance sheet automobile loans
 
 
 
 
Loans sold to third-party investors
 
 
 
 
Securitizations
 
1,639

 

Whole-loan
 
7,864

 
12,318

Total serviced automobile loans and leases
 
$
130,466

 
$
122,881


12.     Other Assets
The components of other assets were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Property and equipment at cost
 
$
956

 
$
1,152

Accumulated depreciation
 
(618
)
 
(787
)
Net property and equipment
 
338

 
365

Fair value of derivative contracts in receivable position
 
4,608

 
5,687

Restricted cash collections for securitization trusts (a)
 
1,755

 
1,596

Collateral placed with counterparties
 
1,387

 
1,448

Restricted cash and cash equivalents
 
812

 
1,381

Cash reserve deposits held-for-securitization trusts (b)
 
756

 
838

Goodwill
 
520

 
518

Unamortized debt issuance costs
 
499

 
612

Other accounts receivable
 
494

 
1,110

Prepaid expenses and deposits
 
467

 
568

Real estate and other investments
 
453

 
385

Nonmarketable equity securities
 
342

 
419

Accrued interest and rent receivable
 
197

 
232

Interests retained in financial asset sales
 
165

 
231

Servicer advances
 
98

 
2,142

Other assets
 
1,045

 
1,209

Total other assets
 
$
13,936

 
$
18,741

(a)
Represents cash collection from customer payments on securitized receivables. These funds are distributed to investors as payments on the related secured debt.
(b)
Represents credit enhancement in the form of cash reserves for various securitization transactions.
13.     Deposit Liabilities
Deposit liabilities consisted of the following.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Domestic deposits
 
 
 
 
Noninterest-bearing deposits
 
$
2,487

 
$
2,029

Interest-bearing deposits
 
 
 
 
Savings and money market checking accounts
 
11,249

 
9,035

Certificates of deposit
 
30,773

 
28,540

Dealer deposits
 
1,333

 
1,769

Total domestic deposit liabilities
 
45,842

 
41,373

Foreign deposits
 
 
 
 
Interest-bearing deposits
 
 
 
 
Savings and money market checking accounts
 
1,537

 
1,408

Certificates of deposit
 
2,219

 
1,958

Dealer deposits
 
274

 
311

Total foreign deposit liabilities
 
4,030

 
3,677

Total deposit liabilities
 
$
49,872

 
$
45,050

Noninterest-bearing deposits primarily represent third-party escrows associated with our mortgage loan-servicing portfolio. The escrow deposits are not subject to an executed agreement and can be withdrawn without penalty at any time. At September 30, 2012, and December 31, 2011, certificates of deposit included $11.5 billion and $10.0 billion, respectively, of domestic certificates of deposit in denominations of $100 thousand or more.

37

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


14.    Short-term Borrowings
The following table presents the composition of our short-term borrowings portfolio.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Unsecured
 
Secured
 
Total
 
Unsecured
 
Secured
 
Total
Demand notes
 
$
3,092

 
$

 
$
3,092

 
$
2,756

 
$

 
$
2,756

Bank loans and overdrafts
 
718

 

 
718

 
1,613

 

 
1,613

Federal Home Loan Bank
 

 

 

 

 
1,400

 
1,400

Other (a)
 
153

 
1,914

 
2,067

 
146

 
1,765

 
1,911

Total short-term borrowings
 
$
3,963

 
$
1,914

 
$
5,877

 
$
4,515

 
$
3,165

 
$
7,680

(a)
Other primarily includes nonbank secured borrowings at our International Automotive Finance operations.
15.    Long-term Debt
The following tables present the composition of our long-term debt portfolio.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Unsecured
 
Secured
 
Total
 
Unsecured
 
Secured
 
Total
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
Due within one year (a)
 
$
8,886

 
$
17,052

 
$
25,938

 
$
11,664

 
$
14,521

 
$
26,185

Due after one year (b)
 
32,429

 
33,559

 
65,988

 
30,272

 
35,279

 
65,551

Fair value adjustment
 
1,102

 

 
1,102

 
1,058

 

 
1,058

Total long-term debt (c)
 
$
42,417

 
$
50,611

 
$
93,028

 
$
42,994

 
$
49,800

 
$
92,794

(a)
Includes $7.4 billion and $7.4 billion guaranteed by the Federal Deposit Insurance Corporation (FDIC) under the Temporary Liquidity Guarantee Program (TLGP) at September 30, 2012, and December 31, 2011, respectively.
(b)
Includes $2.6 billion and $2.6 billion of trust preferred securities at September 30, 2012, and December 31, 2011, respectively.
(c)
Includes fair value option-elected secured long-term debt of $0 million and $830 million at September 30, 2012, and December 31, 2011, respectively. Refer to Note 22 for additional information.
The following table presents the scheduled remaining maturity of long-term debt at September 30, 2012, assuming no early redemptions will occur. The actual payment of secured debt may vary based on the payment activity of the related pledged assets.
Year ended December 31,
($ in millions)
 
2012
 
2013
 
2014
 
2015
 
2016
 
2017 and
thereafter
 
Fair value
adjustment
 
Total
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
$
7,895

 
$
2,373

 
$
5,927

 
$
5,117

 
$
1,513

 
$
20,386

 
$
1,102

 
$
44,313

Original issue discount
 
(59
)
 
(260
)
 
(187
)
 
(55
)
 
(63
)
 
(1,272
)
 

 
(1,896
)
Total unsecured
 
7,836

 
2,113

 
5,740

 
5,062

 
1,450

 
19,114

 
1,102

 
42,417

Secured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
4,261

 
17,899

 
15,098

 
8,205

 
2,816

 
2,332

 

 
50,611

Total long-term debt
 
$
12,097

 
$
20,012

 
$
20,838

 
$
13,267

 
$
4,266


$
21,446


$
1,102


$
93,028


38

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following summarizes assets restricted as collateral for the payment of the related debt obligation primarily arising from securitization transactions accounted for as secured borrowings and repurchase agreements.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Total
 
Ally Bank (a)
 
Total
 
Ally Bank (a)
Trading assets
 
$

 
$

 
$
27

 
$

Investment securities
 
401

 
401

 
780

 
780

Loans held-for-sale
 

 

 
805

 

Mortgage assets held-for-investment and lending receivables
 
10,025

 
10,025

 
12,197

 
11,188

Consumer automobile finance receivables
 
36,488

 
16,970

 
33,888

 
17,320

Commercial automobile finance receivables
 
21,710

 
16,616

 
20,355

 
14,881

Investment in operating leases, net
 
5,909

 
1,818

 
4,555

 
431

Mortgage servicing rights
 
902

 
902

 
1,920

 
1,286

Other assets
 
2,719

 
2,068

 
3,973

 
1,816

Total assets restricted as collateral (b)
 
$
78,154

 
$
48,800

 
$
78,500

 
$
47,702

Secured debt (c)
 
$
52,525

 
$
27,882

 
$
52,965

 
$
25,533

(a)
Ally Bank is a component of the total column.
(b)
Ally Bank has an advance agreement with the Federal Home Loan Bank of Pittsburgh (FHLB) and access to the Federal Reserve Bank Discount Window. Ally Bank had assets pledged and restricted as collateral to the FHLB and Federal Reserve Bank totaling $9.3 billion and $11.8 billion at September 30, 2012, and December 31, 2011, respectively. These assets were composed of consumer and commercial mortgage finance receivables and loans, net; consumer automobile finance receivables and loans, net; and investment securities. Under the agreement with the FHLB, Ally Bank also had assets pledged as collateral under a blanket-lien totaling $8.4 billion and $7.3 billion at September 30, 2012, and December 31, 2011, respectively. These assets were primarily composed of mortgage servicing rights; consumer and commercial mortgage finance receivables and loans, net; and other assets. Availability under these programs is generally only for the operations of Ally Bank and cannot be used to fund the operations or liabilities of Ally or its subsidiaries.
(c)
Includes $1.9 billion and $3.2 billion of short-term borrowings at September 30, 2012, and December 31, 2011, respectively.
Trust Preferred Securities
On December 30, 2009, we entered into a Securities Purchase and Exchange Agreement with U.S. Department of Treasury (Treasury) and GMAC Capital Trust I, a Delaware statutory trust (the Trust), which is a finance subsidiary that is wholly owned by Ally. As part of the agreement, the Trust sold to Treasury 2,540,000 trust preferred securities (TRUPS) issued by the Trust with an aggregate liquidation preference of $2.5 billion. Additionally, we issued and sold to Treasury a ten-year warrant to purchase up to 127,000 additional TRUPS with an aggregate liquidation preference of $127 million, at an initial exercise price of $0.01 per security, which Treasury immediately exercised in full.
On March 1, 2011, the Declaration of Trust and certain other documents related to the TRUPS were amended and all the outstanding TRUPS held by Treasury were designated 8.125% Fixed Rate / Floating Rate Trust Preferred Securities, Series (Series 2 TRUPS). On March 7, 2011, Treasury sold 100% of the Series 2 TRUPS in an offering registered with the SEC. Ally did not receive any proceeds from the sale.
Each Series 2 TRUPS security has a liquidation amount of $25. Distributions are cumulative and are payable until redemption at the applicable coupon rate. Distributions are payable at an annual rate of 8.125% payable quarterly in arrears, beginning August 15, 2011, to but excluding February 15, 2016. From and including February 15, 2016, to but excluding February 15, 2040, distributions will be payable at an annual rate equal to three-month London interbank offer rate plus 5.785% payable quarterly in arrears, beginning May 15, 2016. Ally has the right to defer payments of interest for a period not exceeding 20 consecutive quarters. The Series 2 TRUPS have no stated maturity date, but must be redeemed upon the redemption or maturity of the related debentures (Debentures), which mature on February 15, 2040. The Series 2 TRUPS are generally nonvoting, other than with respect to certain limited matters. During any period in which any Series 2 TRUPS remain outstanding but in which distributions on the Series 2 TRUPS have not been fully paid, none of Ally or its subsidiaries will be permitted to (i) declare or pay dividends on, make any distributions with respect to, or redeem, purchase, acquire or otherwise make a liquidation payment with respect to, any of Ally’s capital stock or make any guarantee payment with respect thereto; or (ii) make any payments of principal, interest, or premium on, or repay, repurchase or redeem, any debt securities or guarantees that rank on a parity with or junior in interest to the Debentures with certain specified exceptions in each case.
Funding Facilities
We utilize both committed and uncommitted credit facilities. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. The amounts outstanding under our various funding facilities are included on our Condensed Consolidated Balance Sheet.
As of September 30, 2012, Ally Bank had exclusive access to $8.5 billion of funding capacity from committed credit facilities. Ally Bank also has access to a $4.1 billion committed facility that is shared with the parent company. Funding programs supported by the Federal

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Reserve and the FHLB, together with repurchase agreements, complement Ally Bank’s private committed facilities.
The total capacity in our committed funding facilities is provided by banks and other financial institutions through private transactions. The committed secured funding facilities can be revolving in nature and allow for additional funding during the commitment period, or they can be amortizing and do not allow for any further funding after the closing date. At September 30, 2012, $33.6 billion of our $43.2 billion of committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of September 30, 2012, we had $13.3 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days.
Committed Funding Facilities
 
 
Outstanding
 
Unused capacity (a)
 
Total capacity
($ in billions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured - U.S.
 
$
3.8

 
$
5.8

 
$
4.7

 
$
3.7

 
$
8.5

 
$
9.5

Nonbank funding
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — U.S.
 

 

 

 
0.5

 

 
0.5

Automotive — International
 
0.1

 
0.3

 
0.1

 

 
0.2

 
0.3

Secured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive — U.S. (b) (c)
 
8.5

 
4.2

 
8.9

 
10.2

 
17.4

 
14.4

Automotive — International (b)
 
10.2

 
10.1

 
2.8

 
3.0

 
13.0

 
13.1

Mortgage operations
 

 
0.7

 

 
0.5

 

 
1.2

Total nonbank funding
 
18.8

 
15.3

 
11.8

 
14.2

 
30.6

 
29.5

Shared capacity (d)
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
 

 
1.5

 
4.0

 
2.5

 
4.0

 
4.0

International
 
0.1

 
0.1

 

 

 
0.1

 
0.1

Total committed facilities
 
$
22.7

 
$
22.7

 
$
20.5

 
$
20.4

 
$
43.2

 
$
43.1

(a)
Funding from committed secured facilities is available on request in the event excess collateral resides in certain facilities or is available to the extent incremental collateral is available and contributed to the facilities.
(b)
Total unused capacity includes $3.1 billion as of September 30, 2012, and $4.9 billion as of December 31, 2011, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2012 and 2013.
(c)
Includes the secured facilities of Ally Commercial Finance, LLC.
(d)
Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Uncommitted Funding Facilities
 
 
Outstanding
 
Unused capacity
 
Total capacity
($ in billions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured — U.S.
 
 
 
 
 
 
 
 
 
 
 
 
Federal Reserve funding programs
 
$

 
$

 
$
2.0

 
$
3.2

 
$
2.0

 
$
3.2

FHLB advances
 
4.3

 
5.4

 
0.8

 

 
5.1

 
5.4

Total bank funding
 
4.3

 
5.4

 
2.8

 
3.2

 
7.1

 
8.6

Nonbank funding
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — International
 
1.7

 
1.9

 
0.8

 
0.5

 
2.5

 
2.4

Secured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — International
 
0.1

 
0.1

 
0.1

 
0.1

 
0.2

 
0.2

Mortgage operations
 

 

 

 
0.1

 

 
0.1

Total nonbank funding
 
1.8

 
2.0

 
0.9

 
0.7

 
2.7

 
2.7

Total uncommitted facilities
 
$
6.1

 
$
7.4

 
$
3.7

 
$
3.9

 
$
9.8

 
$
11.3

16.    Accrued Expenses and Other Liabilities
The components of accrued expenses and other liabilities were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Fair value of derivative contracts in payable position
 
$
4,711

 
$
5,367

Collateral received from counterparties
 
942

 
1,410

Accounts payable
 
876

 
1,178

ResCap settlement accrual (a)
 
750

 

Employee compensation and benefits
 
607

 
649

GM payable, net
 
368

 
228

Non-income tax payable
 
283

 
296

Current income tax payable
 
235

 
200

Reserve for mortgage representation and warranty obligation
 
127

 
825

Deferred revenue
 
119

 
86

Deferred income tax liability
 
95

 
111

Loan repurchase liabilities
 

 
2,387

Other liabilities
 
849

 
1,347

Total accrued expenses and other liabilities
 
$
9,962

 
$
14,084

(a)
Refer to Note 1 for more information regarding the Debtors' bankruptcy, deconsolidation, and this accrual.


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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



17.    Equity
The following table summarizes information about our Series F-2, Series A, and Series G preferred stock.
 
 
September 30, 2012
 
December 31, 2011
Mandatorily convertible preferred stock held by U.S. Department of Treasury
 
 
 
 
Series F-2 preferred stock (a)
 
 
 
 
Carrying value ($ in millions)
 
$
5,685

 
$
5,685

Par value (per share)
 
0.01

 
0.01

Liquidation preference (per share)
 
50

 
50

Number of shares authorized
 
228,750,000

 
228,750,000

Number of shares issued and outstanding
 
118,750,000

 
118,750,000

Dividend/coupon
 
9
%
 
9
%
Redemption/call feature
 
Perpetual (b)

 
Perpetual (b)

Preferred stock
 
 
 
 
Series A preferred stock
 
 
 
 
Carrying value ($ in millions)
 
$
1,021

 
$
1,021

Par value (per share)
 
0.01

 
0.01

Liquidation preference (per share)
 
25

 
25

Number of shares authorized
 
160,870,560

 
160,870,560

Number of shares issued and outstanding
 
40,870,560

 
40,870,560

Dividend/coupon
 
 
 
 
Prior to May 15, 2016
 
8.5
%
 
8.5
%
On and after May 15, 2016
 
three month LIBOR + 6.243%

 
three month LIBOR + 6.243%

Redemption/call feature
 
Perpetual (c)

 
Perpetual (c)

Series G preferred stock (d)
 
 
 
 
Carrying value ($ in millions)
 
$
234

 
$
234

Par value (per share)
 
0.01

 
0.01

Liquidation preference (per share)
 
1,000

 
1,000

Number of shares authorized
 
2,576,601

 
2,576,601

Number of shares issued and outstanding
 
2,576,601

 
2,576,601

Dividend/coupon
 
7
%
 
7
%
Redemption/call feature
 
Perpetual (e)

 
Perpetual (e)

(a)
Mandatorily convertible to common equity on December 30, 2016.
(b)
Convertible prior to mandatory conversion date with consent of Treasury.
(c)
Nonredeemable prior to May 15, 2016.
(d)
Pursuant to a registration rights agreement, we are required to maintain an effective shelf registration statement. In the event we fail to meet this obligation, we may be required to pay additional interest to the holders of the Series G Preferred Stock.
(e)
Redeemable beginning at December 31, 2011.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



18.    Earnings per Common Share
The following table presents the calculation of basic and diluted earnings per common share.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions except per share data)
 
2012
 
2011
 
2012
 
2011
Net income (loss) from continuing operations
 
$
390

 
$
(199
)
 
$
(172
)
 
$
78

Preferred stock dividends — U.S. Department of Treasury
 
(134
)
 
(133
)
 
(401
)
 
(400
)
Preferred stock dividends
 
(67
)
 
(66
)
 
(200
)
 
(194
)
Impact of preferred stock amendment (a)
 

 

 

 
32

Net income (loss) from continuing operations attributable to common shareholders (b)
 
189

 
(398
)
 
(773
)
 
(484
)
Loss from discontinued operations, net of tax
 
(6
)
 
(11
)
 
(32
)
 
(29
)
Net income (loss) attributable to common shareholders
 
$
183

 
$
(409
)
 
$
(805
)
 
$
(513
)
Basic weighted-average common shares outstanding
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

Diluted weighted-average common shares outstanding (b)
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

Basic earnings per common share
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
142

 
$
(299
)
 
$
(581
)
 
$
(364
)
Loss from discontinued operations, net of tax
 
(5
)
 
(8
)
 
(24
)
 
(22
)
Net income (loss)
 
$
137

 
$
(307
)
 
$
(605
)
 
$
(386
)
Diluted earnings per common share (b)
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
142

 
$
(299
)
 
$
(581
)
 
$
(364
)
Loss from discontinued operations, net of tax
 
(5
)
 
(8
)
 
(24
)
 
(22
)
Net income (loss)
 
$
137

 
$
(307
)
 
$
(605
)
 
$
(386
)
(a)
Refer to Note 20 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for further detail.
(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 nine months ended September 30, 2012, and the three months and nine months ended September 30, 2011, respectively, income (loss) attributable to common shareholders and basic weighted-average common shares outstanding were used to calculate basic and diluted earnings per share.
The effects of converting the outstanding Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares are not included in the diluted earnings per share calculation for the three months and nine months ended September 30, 2012 and 2011, respectively, as the effects would be antidilutive for those periods. As such, 574 thousand of potential common shares were excluded from the diluted earnings per share calculation for the three months and nine months ended September 30, 2012, and 2011, respectively.
19.    Regulatory Capital
As a bank holding company, we and our wholly owned state-chartered banking subsidiary, Ally Bank, are subject to risk-based capital and leverage guidelines issued by federal and state banking regulators that require that our capital-to-assets ratios meet certain minimum standards. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements or the results of operations and financial condition of Ally and Ally Bank. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets and certain off-balance sheet items. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.
The risk-based capital ratios are determined by allocating assets and specified off-balance sheet financial instruments into several broad risk categories with higher levels of capital being required for the categories that present greater risk. Under the guidelines, total capital is divided into two tiers: Tier 1 capital and Tier 2 capital. Tier 1 capital generally consists of common equity, minority interests, qualifying noncumulative preferred stock, and the fixed rate cumulative preferred stock sold to Treasury under the Troubled Asset Relief Program (TARP), less goodwill and other adjustments. Tier 2 capital generally consists of perpetual preferred stock not qualifying as Tier 1 capital, limited amounts of subordinated debt and the allowance for loan losses, and other adjustments. The amount of Tier 2 capital may not exceed the amount of Tier 1 capital.
Total risk-based capital is the sum of Tier 1 and Tier 2 capital. Under the guidelines, banking organizations are required to maintain a minimum Total risk-based capital ratio (Total capital to risk-weighted assets) of 8% and a Tier 1 risk-based capital ratio (Tier 1 capital to risk-weighted assets) of 4%.
The federal banking regulators also have established minimum leverage ratio guidelines. The leverage ratio is defined as Tier 1 capital

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


divided by adjusted quarterly average total assets (which reflect adjustments for disallowed goodwill and certain intangible assets). The minimum Tier 1 leverage ratio is 3% or 4% depending on factors specified in the regulations.
A banking institution meets the regulatory definition of “well-capitalized” when its Total risk-based capital ratio equals or exceeds 10% and its Tier 1 risk-based capital ratio equals or exceeds 6%; and for insured depository institutions, when its leverage ratio equals or exceeds 5%, unless subject to a regulatory directive to maintain higher capital levels.
The banking regulators have also developed a measure of capital called “Tier 1 common” defined as Tier 1 capital less noncommon elements, including qualifying perpetual preferred stock, minority interest in subsidiaries, trust preferred securities, and mandatory convertible preferred securities. Tier 1 common is used by banking regulators, investors and analysts to assess and compare the quality and composition of Ally's capital with the capital of other financial services companies. Also, bank holding companies with assets of $50 billion or more, such as Ally, must develop and maintain a capital plan annually, and among other elements, the capital plan must include a discussion of how we will maintain a pro forma Tier 1 common ratio (Tier 1 common to risk-weighted assets) above 5% under expected conditions and certain stressed scenarios.
On October 29, 2010, Ally, IB Finance Holding Company, LLC, Ally Bank, and the FDIC entered into a Capital and Liquidity Maintenance Agreement (CLMA). The CLMA requires capital at Ally Bank to be maintained at a level such that Ally Bank's leverage ratio is at least 15%. For this purpose, the leverage ratio is determined in accordance with the FDIC's regulations related to capital maintenance.
The following table summarizes our capital ratios.
 
September 30, 2012
 
December 31, 2011
 
Required
minimum
 
Well-capitalized
minimum
($ in millions)
Amount
 
Ratio
 
Amount
 
Ratio
 
Risk-based capital
 
 
 
 
 
 
 
 
 
 
 
Tier 1 (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
20,503

 
13.64
%
 
$
21,158

 
13.71
%
 
4.00
%
 
6.00%
Ally Bank
13,812

 
16.98

 
12,953

 
17.42

 
4.00

  
6.00
Total (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
21,994

 
14.63
%
 
$
22,755

 
14.75
%
 
8.00
%
 
10.00%
Ally Bank
14,640

 
18.00

 
13,675

 
18.40

 
8.00

  
10.00
Tier 1 leverage (to adjusted quarterly average assets) (a)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
20,503

 
11.29
%
 
$
21,158

 
11.50
%
 
3.00–4.00%
 
(b)
Ally Bank
13,812

 
15.47

 
12,953

 
15.50

 
15.00

(c) 
5.00%
Tier 1 common (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
11,020

 
7.33
%
 
$
11,676

 
7.57
%
 
n/a
  
n/a
Ally Bank
n/a

 
n/a

 
n/a

 
n/a

 
n/a
  
n/a
n/a = not applicable
(a)
Federal regulatory reporting guidelines require the calculation of adjusted quarterly average assets using a daily average methodology.
(b)
There is no Tier 1 leverage component in the definition of a well-capitalized bank holding company.
(c)
Ally Bank, in accordance with the CLMA, is required to maintain a Tier 1 leverage ratio of at least 15%.
At September 30, 2012, Ally and Ally Bank were “well-capitalized” and met all capital requirements to which each was subject.
Basel Capital Accord
In June 2012, the U.S. federal banking agencies released three notices of proposed rulemaking (NPRs) and a Market Risk Final Rule. The three NPRs represent substantial revisions to the regulatory capital rules for banking organizations. If adopted, as proposed, these NPRs would incorporate the international Basel III capital framework, as well as implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). On August 8, 2012, the federal banking agencies extended the public comment period on the NPRs to October 22, 2012.
Highlights of the NPRs include a revised definition of capital in order to implement the Basel III reforms as well as higher minimum capital ratios that will apply to most banking organizations and would be phased in between 2013 and 2019 consistent with the Basel Committee's international implementation time line. The NPRs remove the use of credit ratings from both the standardized and advanced approaches, as required by the Dodd-Frank Act. In addition, the standards in the existing Basel I risk-based capital rules, which the NPRs refer to as the “general risk-based capital requirements,” would be revised, effective January 1, 2015, to include a more risk-sensitive risk-weighting approach.
The Market Risk Final Rule that amends the calculation of market risk capital only applies to banking organizations with significant trading assets and liabilities. We do not currently meet the qualifications; accordingly, this rule is not currently applicable to us.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Compliance with evolving capital requirements is a strategic priority for Ally. We expect to be in compliance with all applicable requirements within the established timeframes.

20.    Derivative Instruments and Hedging Activities
We enter into interest rate and foreign-currency swaps, futures, forwards, options, and swaptions in connection with our market risk management activities. Derivative instruments are used to manage interest rate risk relating to specific groups of assets and liabilities, including investment securities, MSRs, debt, and deposits. In addition, we use foreign exchange contracts to mitigate foreign-currency risk associated with foreign-currency-denominated investment securities, foreign-currency-denominated debt, foreign exchange transactions, and our net investment in foreign subsidiaries. Our 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.
Interest Rate Risk
We execute interest rate swaps to modify our exposure to interest rate risk by converting certain fixed-rate instruments to a variable-rate and certain variable-rate instruments to a fixed rate. We monitor our mix of fixed- and variable-rate debt in relation to the rate profile of our assets. When it is cost-effective to do so, we may enter into interest rate swaps to achieve our desired mix of fixed- and variable-rate debt. Derivatives qualifying for hedge accounting consist of fixed-rate debt obligations in which receive-fixed swaps are designated as hedges of specific fixed-rate debt obligations. Other derivatives qualifying for hedge accounting consist of an existing variable-rate liability in which pay-fixed swaps are designated as hedges of the expected future cash flows in the form of interest payments on the outstanding borrowing associated with Ally Bank's secured floating-rate credit facility.
We enter into economic hedges to mitigate exposure for the following categories.
MSRs and retained interests — Our MSRs and retained interest portfolios are generally subject to loss in value when mortgage rates decline. Declining mortgage rates generally result in an increase in refinancing activity that increases prepayments and results in a decline in the value of MSRs and retained interests. To mitigate the impact of this risk, we maintain a portfolio of financial instruments, primarily derivative instruments that increase in value when interest rates decline. The primary objective is to minimize the overall risk of loss in the value of MSRs and retained interests due to the change in fair value caused by interest rate changes.
We may use a multitude of derivative instruments to manage the interest rate risk related to MSRs and retained interests. They include, but are not limited to, interest rate futures contracts, call or put options on U.S. Treasuries, swaptions, forward sales of MBS, futures, U.S. Treasury futures, interest rate swaps, interest rate floors, and interest rate caps. We monitor and actively manage our risk on a daily basis.
Mortgage loan commitments and mortgage and automobile loans held-for-sale — We are exposed to interest rate risk from the time an interest rate lock commitment (IRLC) is made until the time the mortgage loan is sold. Changes in interest rates impact the market price for our loans; as market interest rates decline, the value of existing IRLCs and loans held-for-sale increase and vice versa. Our primary objective in risk management activities related to IRLCs and mortgage loans held-for-sale is to eliminate or greatly reduce any interest rate risk associated with these items.
The primary derivative instrument we use to accomplish the risk management objective for mortgage loans and IRLCs is forward sales of MBS, primarily Fannie Mae or Freddie Mac to-be-announced securities. These instruments typically are entered into at the time the IRLC is made. The value of the forward sales contracts moves in the opposite direction of the value of our IRLCs and mortgage loans held-for-sale. We also use other derivatives, such as interest rate swaps, options, and futures, to economically hedge automobile loans held-for-sale and certain portions of the mortgage portfolio. Nonderivative instruments, such as short positions of U.S. Treasuries, may also be periodically used to economically hedge the mortgage portfolio.
Debt — With the exception of a portion of our fixed-rate debt and a portion of our outstanding floating-rate borrowing associated with Ally Bank's secured floating-rate credit facility, we do not apply hedge accounting to our derivative portfolio held to mitigate interest rate risk associated with our debt portfolio. Typically, the significant terms of the interest rate swaps match the significant terms of the underlying debt resulting in an effective conversion of the rate of the related debt.
Other — We enter into futures, options, and swaptions to economically hedge our net fixed versus variable interest rate exposure. We also enter into equity options to economically hedge our exposure to the equity markets.
Foreign Currency Risk
We enter into derivative financial instrument contracts to mitigate the risk associated with variability in cash flows related to foreign-currency financial instruments. Currency swaps and forwards are used to economically hedge foreign exchange exposure on foreign-currency-denominated debt by converting the funding currency to the same currency of the assets being financed. Similar to our interest rate derivatives, the swaps are generally entered into or traded concurrent with the debt issuance with the terms of the swap matching the terms of the underlying debt.
Our foreign subsidiaries maintain both assets and liabilities in local currencies; these local currencies are generally the subsidiaries' functional currencies for accounting purposes. Foreign-currency exchange-rate gains and losses arise when the assets or liabilities of our

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


subsidiaries are denominated in currencies that differ from its functional currency. In addition, our equity is impacted by the cumulative translation adjustments resulting from the translation of foreign subsidiary results; this impact is reflected in our accumulated other comprehensive income (loss). We enter into foreign-currency forwards and option-based contracts with external counterparties to hedge foreign exchange exposure on our net investments in foreign subsidiaries. In March 2011, we elected to dedesignate all of our existing net investment hedge relationships and changed our method of measuring hedge effectiveness from the spot method to the forward method for new hedge relationships entered into prospectively. For the net investment hedges that were designated under the spot method up until dedesignation date, the hedges were recorded at fair value with changes recorded to accumulated other comprehensive income (loss) with the exception of the spot to forward difference that was recorded to earnings. For current net investment hedges designated under the forward method, the hedges are recorded at fair value with the changes recorded to accumulated other comprehensive income (loss) including the spot to forward difference. The net derivative gain or loss remains in accumulated other comprehensive income (loss) until earnings are impacted by the sale or the liquidation of the associated foreign operation.
We also have a centralized-lending program to manage liquidity for all of our subsidiary businesses. Foreign-currency-denominated loan agreements are executed with our foreign subsidiaries in their local currencies. We evaluate our foreign-currency exposure resulting from intercompany lending and manage our currency risk exposure by entering into foreign-currency derivatives with external counterparties. Our foreign-currency derivatives are recorded at fair value with changes recorded as income offsetting the gains and losses on the associated foreign-currency transactions.
We also periodically purchase nonfunctional currency denominated investment securities and enter into foreign currency forward contracts with external counterparties to hedge against changes in the fair value of the securities, through maturity, due to changes in the related foreign-currency exchange rate. The foreign-currency forward contracts are recorded at fair value with changes recorded to earnings. The changes in value of the securities due to changes in foreign-currency exchange rates are also recorded to earnings. In the case of securities classified as available-for-sale, any changes in fair value due to unhedged risks are recorded to accumulated other comprehensive income.
Except for our net investment hedges and fair value foreign currency hedges of available-for-sale securities, we generally have not elected to treat any foreign-currency derivatives as hedges for accounting purposes principally because the changes in the fair values of the foreign-currency swaps are substantially offset by the foreign-currency revaluation gains and losses of the underlying assets and liabilities.
Counterparty Credit Risk
Derivative financial instruments contain an element of credit risk if 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 that owe us 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.
To mitigate the risk of counterparty default, we maintain collateral agreements with certain counterparties. The agreements require both parties to maintain collateral in the event the fair values of the derivative financial instruments meet established thresholds. In the event that either party defaults on the obligation, the secured party may seize the collateral. Generally, our collateral arrangements are bilateral such that we and the counterparty post collateral for the value of our total obligation to each other. Contractual terms provide for standard and customary exchange of collateral based on changes in the market value of the outstanding derivatives. The securing party posts additional collateral when their obligation rises or removes collateral when it falls. We also have unilateral collateral agreements whereby we are the only entity required to post collateral.
Certain derivative instruments contain provisions that require us to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit risk-related event. If a credit risk-related event had been triggered the amount of additional collateral required to be posted by us would have been insignificant.
We placed cash and securities collateral totaling $1.4 billion and $1.4 billion at September 30, 2012, and December 31, 2011, respectively, in accounts maintained by counterparties. We received cash collateral from counterparties totaling $942 million and $1.4 billion at September 30, 2012, and December 31, 2011, respectively. The receivables for collateral placed and the payables for collateral received are included on our Condensed Consolidated Balance Sheet in other assets and accrued expenses and other liabilities, respectively. In certain circumstances, we receive or post securities as collateral with counterparties. We do not record such collateral received on our Condensed Consolidated Balance Sheet unless certain conditions are met. At September 30, 2012, and December 31, 2011, we received noncash collateral of $54 million and $43 million, respectively.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Balance Sheet Presentation
The following table summarizes the fair value amounts of derivative instruments reported on our Condensed Consolidated Balance Sheet. The fair value amounts are presented on a gross basis, are segregated by derivatives that are designated and qualifying as hedging instruments or those that are not, and are further segregated by type of contract within those two categories. At September 30, 2012, $4.6 billion of the derivative contracts in a receivable position were classified as other assets on the Condensed Consolidated Balance Sheet. At December 31, 2011, $5.7 billion and $14 million of the derivative contracts in a receivable position were classified as other assets and trading assets, respectively, on the Condensed Consolidated Balance Sheet. At September 30, 2012, $4.7 billion of derivative contracts in a liability position were classified as accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. At December 31, 2011, $5.4 billion of derivative contracts in a liability position and $12 million of trading derivatives were both classified as accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.
 
 
September 30, 2012
 
December 31, 2011
 
 
Derivative contracts in a
 
Notional
amount
 
Derivative contracts in a
 
Notional
amount
($ in millions)
 
receivable
position (a)
 
payable
position (b)
 
receivable position (a)
 
payable
position (b)
 
Derivatives qualifying for hedge accounting
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate risk
 
 
 
 
 
 
 
 
 
 
 
 
Fair value accounting hedges
 
$
457

 
$

 
$
7,218

 
$
289

 
$
4

 
$
8,398

Cash flow accounting hedges
 

 
13

 
2,580

 
4

 

 
3,000

Total interest rate risk
 
457

 
13

 
9,798

 
293

 
4

 
11,398

Foreign exchange risk
 
 
 
 
 
 
 
 
 
 
 
 
Net investment accounting hedges
 
14

 
119

 
7,529

 
123

 
54

 
8,208

Total derivatives qualifying for hedge accounting
 
471

 
132

 
17,327

 
416

 
58

 
19,606

Economic hedges and trading derivatives
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate risk
 
 
 
 
 
 
 
 
 
 
 
 
MSRs and retained interests
 
3,801

 
4,268

 
308,658

 
4,812

 
5,012

 
523,037

Mortgage loan commitments and mortgage loans held-for-sale
 
150

 
119

 
14,370

 
95

 
107

 
24,950

Debt
 
52

 
74

 
23,777

 
81

 
54

 
25,934

Other
 
131

 
44

 
38,741

 
160

 
101

 
42,142

Total interest rate risk
 
4,134

 
4,505

 
385,546

 
5,148

 
5,274

 
616,063

Foreign exchange risk
 
3

 
74

 
4,381

 
137

 
47

 
7,569

Total economic hedges and trading derivatives
 
4,137

 
4,579

 
389,927

 
5,285

 
5,321

 
623,632

Total derivatives
 
$
4,608

 
$
4,711

 
$
407,254

 
$
5,701

 
$
5,379

 
$
643,238

(a)
Includes accrued interest of $248 million and $459 million at September 30, 2012, and December 31, 2011, respectively.
(b)
Includes accrued interest of $271 million and $458 million at September 30, 2012, and December 31, 2011, respectively.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Statement of Comprehensive Income Presentation
The following table summarizes the location and amounts of gains and losses on derivative instruments reported in our Condensed Consolidated Statement of Comprehensive Income.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Derivatives qualifying for hedge accounting
 
 
 
 
 
 
 
 
Gain recognized in earnings on derivatives (a)
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Interest on long-term debt
 
$
17

 
$
706

 
$
214

 
$
821

Loss recognized in earnings on hedged items (b)
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Interest on long-term debt
 
(33
)
 
(677
)
 
(238
)
 
(786
)
Total derivatives qualifying for hedge accounting
 
(16
)
 
29

 
(24
)
 
35

Economic and trading derivatives
 
 
 
 
 
 
 
 
(Loss) gain recognized in earnings on derivatives
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Interest on long-term debt
 

 

 
(3
)
 
(1
)
Servicing asset valuation and hedge activities, net
 
387

 
741

 
725

 
664

Gain (loss) on mortgage and automotive loans, net
 
28

 
(425
)
 
(68
)
 
(646
)
Other gain on investments, net
 

 

 

 

Other income, net of losses
 
(7
)
 
(41
)
 
(38
)
 
(74
)
Other operating expenses
 

 

 

 

Total interest rate contracts
 
408

 
275

 
616

 
(57
)
Foreign exchange contracts (c)
 
 
 
 
 
 
 
 
Interest on long-term debt
 
(37
)
 
41

 
(49
)
 
103

Other income, net of losses
 
(53
)
 
111

 
(28
)
 
(11
)
Other operating expenses
 

 
(6
)
 
2

 
(16
)
Total foreign exchange contracts
 
(90
)
 
146

 
(75
)
 
76

Gain recognized in earnings on derivatives
 
$
302

 
$
450

 
$
517

 
$
54

(a)
Amounts exclude gains related to interest for qualifying accounting hedges of debt, which are primarily offset by the fixed coupon payment on the long-term debt. The gains were $29 million and $64 million for the three months ended September 30, 2012 and 2011, respectively, and $88 million and $231 million for the nine months ended September 30, 2012 and 2011, respectively.
(b)
Amounts exclude gains related to amortization of deferred basis adjustments on the hedged items. The gains were $57 million and $49 million for the three months ended September 30, 2012 and 2011, respectively, and $181 million and $162 million for the nine months ended September 30, 2012 and 2011, respectively.
(c)
Amounts exclude gains and losses related to the revaluation of the related foreign-denominated debt or receivable. Gains of $92 million and losses of $157 million were recognized for the three months ended September 30, 2012 and 2011, respectively. Gains of $66 million and losses of $105 million were recognized for the nine months ended September 30, 2012 and 2011, respectively.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table summarizes derivative instruments used in cash flow and net investment hedge accounting relationships.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Cash flow hedges
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Gain reclassified from accumulated other comprehensive income to interest on long-term debt
 
$
1

 
$

 
$
1

 
$

Loss recorded directly to interest on long-term debt
 
(1
)
 
(1
)
 
(6
)
 

Total interest on long-term debt
 
$

 
$
(1
)
 
$
(5
)
 
$

Loss recognized in other comprehensive income
 
$
(6
)
 
$
(7
)
 
$
(8
)
 
$
(4
)
Net investment hedges
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
 
 
 
 
Loss reclassified from accumulated other comprehensive income to other income, net of losses
 
$

 
$
(3
)
 
$
(1
)
 
$
(8
)
Loss recorded directly to other income, net of losses (a)
 

 

 

 
(3
)
Total other income, net of losses
 
$

 
$
(3
)
 
$
(1
)
 
$
(11
)
(Loss) gain recognized in other comprehensive income (b)
 
$
(327
)
 
$
432

 
$
(281
)
 
$
206

(a)
The amounts represent the forward points excluded from the assessment of hedge effectiveness.
(b)
The amounts represent the effective portion of net investment hedges. There are offsetting amounts recognized in accumulated other comprehensive income related to the revaluation of the related net investment in foreign operations. There were gains of $317 million and losses of $446 million for the three months ended September 30, 2012 and 2011, respectively. There were gains of $269 million and losses of $237 million for the nine months ended September 30, 2012 and 2011, respectively.
21.    Income Taxes
We recognized total income tax expense from continuing operations of $93 million and $172 million during the three months and nine months ended September 30, 2012, respectively, compared to $93 million and $106 million for the same periods in 2011. Income tax expense resulted primarily from tax expense attributable to profitable foreign entities.
Our U.S. net deferred tax assets continue to be offset fully by a valuation allowance, and as such, we continue to experience a significant variation in the customary relationship between income tax expense and pretax accounting income. As discussed in Note 1, during the nine months ended September 30, 2012, we incurred material U.S. pretax charges related to the Debtors' Bankruptcy filing. No net tax benefit was currently recognized on these charges due to an offsetting increase in the valuation allowance. This was partially offset by a $23 million reversal of a valuation allowance on net deferred tax assets in our Italian subsidiary.
As discussed in Note 1, on May 14, 2012, we deconsolidated ResCap for financial reporting purposes. For U.S. federal tax purposes, however, ResCap will continue to be included in our consolidated return filing until ultimate disposition of our ownership in ResCap. Under the proposed Bankruptcy Plan and given that the Debtors are disregarded entities for U.S. tax purposes, we do not anticipate a reduction to our net deferred tax assets as a result of the Bankruptcy filing.
We assessed by tax jurisdiction the available positive and negative evidence to estimate if sufficient future taxable income of the appropriate character will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated for certain tax jurisdictions that have legal entities with net deferred tax assets was the cumulative loss incurred over the three-year period ended September 30, 2012. The weight of the negative evidence stemming from U.S. cumulative losses in recent years continues to decrease as losses incurred during 2009 become more distant, and our more recent profitability in the United States continues. Furthermore, based on current projections, we expect to be in a cumulative profit position in the United States for the three-year period ending December 31, 2012. This would represent a significant change in the available evidence in the United States as compared to September 30, 2012. As a result, it is likely we will reverse a material portion of our U.S. valuation allowance in the fourth quarter of 2012, which would favorably affect net income and equity in that period. The portion of the U.S. valuation allowance that likely will be retained relates primarily to deferred tax assets associated with capital loss and foreign tax credit carry forwards.
22.    Fair Value
Fair Value Measurements
For purposes of this disclosure, fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Fair value is based on the assumptions market participants would use when pricing an asset or liability. Additionally, entities are required to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring the fair value of a liability.
GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.
Level 1
Inputs are quoted prices in active markets for identical assets or liabilities at the measurement date. Additionally, the entity must have the ability to access the active market, and the quoted prices cannot be adjusted by the entity.
Level 2
Inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full term of the assets or liabilities.
Level 3
Unobservable inputs are supported by little or no market activity. The unobservable inputs represent management's best assumptions of how market participants would price the assets or liabilities. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.
Transfers
Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfer occurred. There were no transfers between any levels during the nine months ended September 30, 2012.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models, and significant assumptions utilized.
Trading assets (excluding derivatives) — Trading assets were recorded at fair value. Our portfolio included MBS (including senior and subordinated interests) that were either investment-grade, noninvestment grade, or unrated securities. Valuations were primarily based on internally developed discounted cash flow models (an income approach) that used assumptions consistent with current market conditions. The valuation considered recent market transactions, experience with similar securities, current business conditions, and analysis of the underlying collateral, as available. To estimate cash flows, we utilized various significant assumptions including market observable inputs (e.g., forward interest rates) and internally developed inputs (e.g., prepayment speeds, delinquency levels, and credit losses).
Available-for-sale securities — Available-for-sale securities are carried at fair value based on observable market prices, when available. If observable market prices are not available, our valuations are based on internally developed discounted cash flow models (an income approach) that use a market-based discount rate and consider recent market transactions, experience with similar securities, current business conditions, and analysis of the underlying collateral, as available. To estimate cash flows, we are required to utilize various significant assumptions including market observable inputs (e.g., forward interest rates) and internally developed inputs (including prepayment speeds, delinquency levels, and credit losses).
Mortgage loans held-for-sale, net — Our mortgage loans held-for-sale are accounted for at either fair value because of fair value option elections or they were accounted for at the lower-of-cost or fair value. Mortgage loans held-for-sale are typically pooled together and sold into certain exit markets depending on underlying attributes of the loan, such as GSE eligibility, product type, interest rate, and credit quality. Two valuation methodologies are used to determine the fair value of mortgage loans held-for-sale. The methodology used depends on the exit market as described below.
Level 2 mortgage loans — This includes all GSE-eligible mortgage loans carried at fair value due to fair value option election, which are valued predominantly using published forward agency prices. It also includes any domestic loans and foreign loans where recently negotiated market prices for the loan pool exist with a counterparty (which approximates fair value) or quoted market prices for similar loans are available.
Level 3 mortgage loans — This included all conditional repurchase option loans carried at fair value due to the fair value option election and all GSE-ineligible residential mortgage loans that were accounted for at the lower-of-cost or fair value. The fair value of these residential mortgage loans were determined using internally developed valuation models because observable market prices were not available. The loans were priced on a discounted cash flow basis utilizing cash flow projections from internally developed models that utilized prepayment, default, and discount rate assumptions. To the extent available, we utilized market observable inputs such as interest rates and market spreads. If market observable inputs were not available, we were required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates.
Refer to the section within this note titled Fair Value Option for Financial Assets and Financial Liabilities for further information about the fair value elections.
Consumer mortgage finance receivables and loans, net — We elected the fair value option for certain consumer mortgage finance receivables and loans. The elected mortgage loans collateralized on-balance sheet securitization debt in which we estimated credit reserves pertaining to securitized assets that could have exceeded or already had exceeded our economic exposure. We also elected the fair value option for all mortgage securitization trusts required to be consolidated. The elected mortgage loans represented a portion of the consumer finance receivables and loans. The balance for which the fair value option was not elected was reported on

50

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


the balance sheet at the principal amount outstanding, net of charge-offs, allowance for loan losses, and premiums or discounts.
The loans were measured at fair value using a portfolio approach. The objective in fair valuing the loans and related securitization debt was to account properly for our retained economic interest in the securitizations. As a result of reduced liquidity in capital markets, values of both these loans and the securitized bonds were expected to be volatile. Since this approach involved the use of significant unobservable inputs, we classified all the mortgage loans elected under the fair value option as Level 3. Refer to the section within this note titled Fair Value Option of Financial Assets and Financial Liabilities for additional information.
MSRs — MSRs are classified as Level 3 because they currently do not trade in an active market with observable prices; therefore, we use internally developed discounted cash flow models (an income approach) to estimate the fair value. These internal valuation models estimate net cash flows based on internal operating assumptions that we believe would be used by market participants in orderly transactions combined with market-based assumptions for loan prepayment rates, interest rates, and discount rates that we believe approximate yields required by investors in this asset. Cash flows primarily include servicing fees, float income, and late fees in each case less operating costs to service the loans. The estimated cash flows are discounted using an option-adjusted spread-derived discount rate.
Interests retained in financial asset sales — The interests retained are in securitization trusts and deferred purchase prices on the sale of whole-loans. Due to inactivity in the market, valuations are based on internally developed discounted cash flow models (an income approach) that use a market-based discount rate; therefore, we classified these assets as Level 3. The valuation considers recent market transactions, experience with similar assets, current business conditions, and analysis of the underlying collateral, as available. To estimate cash flows, we utilize various significant assumptions, including market observable inputs (e.g., forward interest rates) and internally developed inputs (e.g., prepayment speeds, delinquency levels, and credit losses).
Derivative instruments — We enter into a variety of derivative financial instruments as part of our risk management strategies. Certain of these derivatives are exchange traded, such as Eurodollar futures. To determine the fair value of these instruments, we utilize the quoted market prices for the particular derivative contracts; therefore, we classified these contracts as Level 1.
We also execute over-the-counter derivative contracts, such as interest rate swaps, swaptions, forwards, caps, floors, and agency to-be-announced securities. We utilize third-party-developed valuation models that are widely accepted in the market to value these over-the-counter derivative contracts. The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the model. We classified these over-the-counter derivative contracts as Level 2 because all significant inputs into these models were market observable.
We also hold certain derivative contracts that are structured specifically to meet a particular hedging objective. These derivative contracts often are utilized to hedge risks inherent within certain on-balance sheet securitizations. To hedge risks on particular bond classes or securitization collateral, the derivative's notional amount is often indexed to the hedged item. As a result, we typically are required to use internally developed prepayment assumptions as an input into the model to forecast future notional amounts on these structured derivative contracts. Accordingly, we classified these derivative contracts as Level 3.
We are required to consider all aspects of nonperformance risk, including our own credit standing, when measuring fair value of a liability. We reduce credit risk on the majority of our derivatives by entering into legally enforceable agreements that enable the posting and receiving of collateral associated with the fair value of our derivative positions on an ongoing basis. In the event that we do not enter into legally enforceable agreements that enable the posting and receiving of collateral, we will consider our credit risk and the credit risk of our counterparties in the valuation of derivative instruments through a credit valuation adjustment (CVA), if warranted. The CVA calculation utilizes our credit default swap spreads and the spreads of the counterparty.
On-balance sheet securitization debt — We elected the fair value option for certain mortgage loans held-for-investment and the related on-balance sheet securitization debt. We valued securitization debt that was elected pursuant to the fair value option and any economically retained positions using market observable prices whenever possible. The securitization debt was principally in the form of asset- and MBS collateralized by the underlying mortgage loans held-for-investment. Due to the attributes of the underlying collateral and current market conditions, observable prices for these instruments were typically not available. In these situations, we considered observed transactions as Level 2 inputs in our discounted cash flow models. Additionally, the discounted cash flow models utilized other market observable inputs, such as interest rates, and internally derived inputs including prepayment speeds, credit losses, and discount rates. Fair value option-elected financing securitization debt was classified as Level 3 as a result of the reliance on significant assumptions and estimates for model inputs. Refer to the section within this note titled Fair Value Option for Financial Assets and Financial Liabilities for further information about the election. The debt that was not elected under the fair value option is reported on the balance sheet at cost, net of premiums or discounts and issuance costs.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Recurring Fair Value
The following tables display the assets and liabilities measured at fair value on a recurring basis including financial instruments elected for the fair value option. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The tables below display the hedges separately from the hedged items; therefore, they do not directly display the impact of our risk management activities.
 
 
Recurring fair value measurements
September 30, 2012 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 

Available-for-sale securities
 
 
 
 
 
 
 

Debt securities
 
 
 
 
 
 
 

U.S. Treasury and federal agencies
 
$
690

 
$
668

 
$

 
$
1,358

Foreign government
 
453

 
367

 

 
820

Mortgage-backed residential
 

 
6,374

 

 
6,374

Asset-backed
 

 
2,354

 
57

 
2,411

Corporate debt securities
 

 
1,404

 

 
1,404

Other debt securities
 

 
333

 

 
333

Total debt securities
 
1,143

 
11,500

 
57

 
12,700

Equity securities (a)
 
1,070

 

 

 
1,070

Total available-for-sale securities
 
2,213

 
11,500

 
57

 
13,770

Mortgage loans held-for-sale, net (b)
 

 
1,927

 

 
1,927

Mortgage servicing rights
 

 

 
902

 
902

Other assets
 
 
 
 
 
 
 

Interests retained in financial asset sales
 

 

 
165

 
165

Derivative contracts in a receivable position
 
 
 
 
 
 
 

Interest rate
 
40

 
4,393

 
158

 
4,591

Foreign currency
 

 
17

 

 
17

Total derivative contracts in a receivable position
 
40

 
4,410

 
158

 
4,608

Collateral placed with counterparties (c)
 
103

 

 

 
103

Total assets
 
$
2,356

 
$
17,837

 
$
1,282

 
$
21,475

Liabilities
 
 
 
 
 
 
 

Accrued expenses and other liabilities
 
 
 
 
 
 
 

Derivative contracts in a payable position
 
 
 
 
 
 
 

Interest rate
 
$
(22
)
 
$
(4,482
)
 
$
(14
)
 
$
(4,518
)
Foreign currency
 

 
(173
)
 
(20
)
 
(193
)
Total derivative contracts in a payable position
 
(22
)
 
(4,655
)
 
(34
)
 
(4,711
)
Total liabilities
 
$
(22
)
 
$
(4,655
)
 
$
(34
)
 
$
(4,711
)
(a)
Our investment in any one industry did not exceed 22%.
(b)
Carried at fair value due to fair value option elections.
(c)
Represents collateral in the form of investment securities. Cash collateral was excluded.

52

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
 
Recurring fair value measurements
December 31, 2011 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
Trading assets (excluding derivatives)
 
 
 
 
 
 
 
 
Mortgage-backed residential securities
 
$

 
$
575

 
$
33

 
$
608

Investment securities
 
 
 
 
 
 
 

Available-for-sale securities
 
 
 
 
 
 
 

Debt securities
 
 
 
 
 
 
 

U.S. Treasury and federal agencies
 
903

 
643

 

 
1,546

U.S. states and political subdivisions
 

 
1

 

 
1

Foreign government
 
427

 
357

 

 
784

Mortgage-backed residential
 

 
7,312

 

 
7,312

Asset-backed
 

 
2,553

 
62

 
2,615

Corporate debt securities
 

 
1,491

 

 
1,491

Other debt securities
 

 
327

 

 
327

Total debt securities
 
1,330

 
12,684

 
62

 
14,076

Equity securities (a)
 
1,059

 

 

 
1,059

Total available-for-sale securities
 
2,389

 
12,684

 
62

 
15,135

Mortgage loans held-for-sale, net (b)
 

 
3,889

 
30

 
3,919

Consumer mortgage finance receivables and loans, net (b)
 

 

 
835

 
835

Mortgage servicing rights
 

 

 
2,519

 
2,519

Other assets
 
 
 
 
 
 
 

Interests retained in financial asset sales
 

 

 
231

 
231

Derivative contracts in a receivable position (c)
 
 
 
 
 
 
 

Interest rate
 
79

 
5,274

 
88

 
5,441

Foreign currency
 

 
242

 
18

 
260

Total derivative contracts in a receivable position
 
79

 
5,516

 
106

 
5,701

Collateral placed with counterparties (d)
 
328

 

 

 
328

Total assets
 
$
2,796

 
$
22,664

 
$
3,816

 
$
29,276

Liabilities
 
 
 
 
 
 
 

Long-term debt
 
 
 
 
 
 
 

On-balance sheet securitization debt (b)
 
$

 
$

 
$
(830
)
 
$
(830
)
Accrued expenses and other liabilities
 
 
 
 
 
 
 

Derivative contracts in a payable position (c)
 
 
 
 
 
 
 

Interest rate
 
(32
)
 
(5,229
)
 
(17
)
 
(5,278
)
Foreign currency
 

 
(99
)
 
(2
)
 
(101
)
Total derivative contracts in a payable position
 
(32
)
 
(5,328
)
 
(19
)
 
(5,379
)
Loan repurchase liabilities (b)
 

 

 
(29
)
 
(29
)
Trading liabilities (excluding derivatives)
 
(61
)
 

 

 
(61
)
Total liabilities
 
$
(93
)
 
$
(5,328
)
 
$
(878
)
 
$
(6,299
)
(a)
Our investment in any one industry did not exceed 18%.
(b)
Carried at fair value due to fair value option elections.
(c)
Includes derivatives classified as trading.
(d)
Represents collateral in the form of investment securities. Cash collateral was excluded.

53

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table presents quantitative information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis.
September 30, 2012 ($ in millions)
 
Level 3 recurring measurements
 
Valuation technique
 
Unobservable input
 
Range
Assets
 
 
 
 
 
 
 
 
Mortgage servicing rights
 
$
902

 
(a)
 
(a)
 
(a)
Other assets
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
 
165

 
Discounted cash flow
 
Discount rate
 
5.4-6.1%
 
 
 
 
 
 
Commercial paper rate
 
0-0.1%
(a)
Refer to Note 11 for information related to MSR valuation assumptions and sensitivities.
The following tables present the reconciliation for all Level 3 assets and liabilities measured at fair value on a recurring basis. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The Level 3 items presented below may be hedged by derivatives and other financial instruments that are classified as Level 1 or Level 2. Thus, the following tables do not fully reflect the impact of our risk management activities.
 
Level 3 recurring fair value measurements
 
 
Net realized/unrealized
gains (losses)
 
 
 
 
Fair value at September 30, 2012
Net unrealized gains 
(losses) included in earnings still held at September 30, 2012
 
($ in millions)
Fair value at July 1, 2012
included
in earnings
 
included
in OCI
Purchases
Sales
Issuances
Settlements
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale debt securities
 
 
 
 
 
 
 
 


 
 
Asset-backed
$
63

$
4

(a)
$
1

$

$
(11
)
$

$

$
57

$

 
Mortgage servicing rights
1,105

(253
)
(b)



50


902

(253
)
(b)
Other assets
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
193

11

(c)




(39
)
165


 
Derivative contracts, net
 
 
 
 
 
 
 
 
 
 
 
Interest rate
93

53

(d)




(2
)
144

16

(d)
Foreign currency
7

(27
)
(d)





(20
)
(27
)
(d)
Total derivative contracts in a receivable position, net
100

26

 




(2
)
124

(11
)
 
Total assets
$
1,461

$
(212
)
 
$
1

$

$
(11
)
$
50

$
(41
)
$
1,248

$
(264
)
 
(a)
The fair value adjustment was reported as other income, net of losses, and the related interest was reported as interest and dividends on available-for-sale investment securities in the Condensed Consolidated Statement of Comprehensive Income.
(b)
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the Condensed Consolidated Statement of Comprehensive Income.
(c)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(d)
Refer to Note 20 for information related to the location of the gains and losses on derivative instruments in the Condensed Consolidated Statement of Comprehensive Income.

54

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
Level 3 recurring fair value measurements
 
Fair value
at
July 1, 2011
Net realized/unrealized
gains (losses)
Purchases

Sales
 
Issuances
Settlements
Fair 
value
at
September 30,
2011
Net 
unrealized
gains 
(losses)
included  in
earnings still
held at
September 30, 2011
 
($ in millions)
included
in
earnings
 
included in
OCI
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Trading assets (excluding derivatives)
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed residential securities
$
39

$
(2
)
(a)
$

$

$

 
$

$
(3
)
$
34

$

 
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale debt securities
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed residential
1


 



 


1


  
Asset-backed
67


 
(3
)


 


64


  
Total debt securities
68


  
(3
)


 


65


  
Mortgage loans held-for-sale, net (b)
22

(1
)
(b)

14


 

(5
)
30

(1
)
(b)
Consumer mortgage finance receivables and loans, net (b)
946

57

(b)



 

(162
)
841

4

(b)
Mortgage servicing rights
3,701

(1,212
)
(c)

15


 
159


2,663

(1,212
)
(c)
Other assets
 
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
307

10

(d)



 
2

(22
)
297

(6
)
(d)
Derivative contracts, net (e)
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate
87

59

(f)



 

(6
)
140

115

(f)
Foreign currency

2

(f)



 


2

2

(f)
Total derivative contracts in a receivable position, net
87

61

 



 

(6
)
142

117

 
Total assets
$
5,170

$
(1,087
)
  
$
(3
)
$
29

$

 
$
161

$
(198
)
$
4,072

$
(1,098
)
  
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt (b)
$
(899
)
$
(82
)
(b)
$

$

$

 
$

$
150

$
(831
)
$
(50
)
(b)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Loan repurchase liabilities (b)
(19
)
1

 

(14
)

 

4

(28
)
1

 
Total liabilities
$
(918
)
$
(81
)
 
$

$
(14
)
$

 
$

$
154

$
(859
)
$
(49
)
 
(a)
The fair value adjustment was reported as other income, net of losses, and the related interest was reported as interest on trading assets in the Condensed Consolidated Statement of Comprehensive Income.
(b)
Carried at fair value due to fair value option elections. Refer to the next section of this note titled Fair Value Option for Financial Assets and Liabilities for the location of the gains and losses in the Condensed Consolidated Statement of Comprehensive Income.
(c)
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the Condensed Consolidated Statement of Comprehensive Income.
(d)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(e)
Includes derivatives classified as trading.
(f)
Refer to Note 20 for information related to the location of the gains and losses on derivative instruments in the Condensed Consolidated Statement of Comprehensive Income.

55

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
Level 3 recurring fair value measurements
 
 
Net realized/unrealized
gains (losses)
 
 
 
 
 
 
Fair value at September 30, 2012
Net unrealized gains (losses) included in earnings still held at September 30, 2012
 
($ in millions)
Fair value at Jan. 1, 2012
included
in earnings
 
included
in OCI
Purchases
Sales
 
Issuances
Settlements
Transfers out due to deconsolidation (a)
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading assets (excluding derivatives)
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed residential securities
$
33

$
2

(b)
$

$

$

 
$

$
(4
)
$
(31
)
$

$
4

(b)
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale debt securities
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset-backed
62

4

 
2


(11
)
 



57


 
Mortgage loans held-for-sale, net (c)
30


 

12


 

(11
)
(31
)


 
Consumer mortgage finance receivables and loans, net (c)
835

121

(c)


(245
)
(d)

(124
)
(587
)

51

(c)
Mortgage servicing rights
2,519

(654
)
(e)



 
167


(1,130
)
902

(654
)
(e)
Other assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
231

38

(f)



 

(104
)

165


 
Derivative contracts, net (g)
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate
71

326

(h)



 

(252
)
(1
)
144

10

(h)
Foreign currency
16

(36
)
(h)



 



(20
)
(49
)
(h)
Total derivative contracts in a receivable position, net
87

290

 



 

(252
)
(1
)
124

(39
)
 
Total assets
$
3,797

$
(199
)
 
$
2

$
12

$
(256
)
 
$
167

$
(495
)
$
(1,780
)
$
1,248

$
(638
)
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt (c)
$
(830
)
$
(115
)
(c)
$

$

$

 
$

$
389

$
556

$

$
(62
)
(c)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan repurchase liabilities (c)
(29
)

 

(11
)

 

10

30



 
Total liabilities
$
(859
)
$
(115
)
 
$

$
(11
)
$

 
$

$
399

$
586

$

$
(62
)
 
(a)
Represents the amounts transferred out of Level 3 due to the deconsolidation of ResCap. Refer to Note 1 for additional information related to ResCap.
(b)
The fair value adjustment was reported as other income, net of losses, and the related interest was reported as interest on trading assets in the Condensed Consolidated Statement of Comprehensive Income.
(c)
Carried at fair value due to fair value option elections. Refer to the next section of this note titled Fair Value Option for Financial Assets and Liabilities for the location of the gains and losses in the Condensed Consolidated Statement of Comprehensive Income.
(d)
Represents the sale of consumer mortgage finance receivable and loans sold as part of the sale of a business line during 2012.
(e)
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the Condensed Consolidated Statement of Comprehensive Income.
(f)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(g)
Includes derivatives classified as trading.
(h)
Refer to Note 20 for information related to the location of the gains and losses on derivative instruments in the Condensed Consolidated Statement of Comprehensive Income.

56

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
Level 3 recurring fair value measurements
 
Fair value
at
Jan. 1, 2011
Net realized/unrealized
gains (losses)
Purchases

Sales
 
Issuances
Settlements
Fair 
value
at
September 30, 2011
Net 
unrealized
gains 
(losses)
included  in
earnings still
held at
September 30, 2011
 
($ in millions)
included
in
earnings
 
included in
OCI
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Trading assets (excluding derivatives)
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed residential securities
$
44

$
1

(a)
$

$

$

 
$

$
(11
)
$
34

$
8

(a)
Asset-backed securities
94


 


(94
)
 




  
Total trading assets
138

1

  


(94
)
 

(11
)
34

8

  
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale debt securities
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed residential
1


 



 


1


  
Asset-backed

20

(b)
14

94

(64
)
 


64


  
Total debt securities
1

20

  
14

94

(64
)
 


65


  
Mortgage loans held-for-sale, net (c)
4

(1
)
(c)

37

(1
)
 

(9
)
30

(1
)
(c)
Consumer mortgage finance receivables and loans, net (c)
1,015

231

(c)
1



 

(406
)
841

70

(c)
Mortgage servicing rights
3,738

(1,327
)
(d)

31

(266
)
(e)
487


2,663

(1,327
)
(d)
Other assets
 
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
568

167

(f)



 
3

(441
)
297

(14
)
(f)
Derivative contracts, net (g)
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate
(13
)
188

(g)



 

(35
)
140

213

(g)
Foreign currency

2

(g)



 


2

2

(g)
Total derivative contracts in a (payable) receivable position, net
(13
)
190

 



 

(35
)
142

215


Total assets
$
5,451

$
(719
)

$
15

$
162

$
(425
)

$
490

$
(902
)
$
4,072

$
(1,049
)
  
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt (c)
$
(972
)
$
(249
)
(c)
$
1

$

$

 
$

$
389

$
(831
)
$
(89
)
(c)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Loan repurchase liabilities (c)

1

 

(37
)

 

8

(28
)
1

 
Total liabilities
$
(972
)
$
(248
)
 
$
1

$
(37
)
$

 
$

$
397

$
(859
)
$
(88
)
 
(a)
The fair value adjustment was reported as other income, net of losses, and the related interest was reported as interest on trading assets in the Condensed Consolidated Statement of Comprehensive Income.
(b)
The fair value adjustment was reported as other income, net of losses, and the related interest was reported as interest and dividends on available-for-sale investment securities in the Condensed Consolidated Statement of Comprehensive Income.
(c)
Carried at fair value due to fair value option elections. Refer to the next section of this note titled Fair Value Option for Financial Assets and Liabilities for the location of the gains and losses in the Condensed Consolidated Statement of Comprehensive Income.
(d)
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the Condensed Consolidated Statement of Comprehensive Income.
(e)
Represents excess mortgage servicing rights transferred to an agency-controlled trust in exchange for trading securities. These securities were then sold instantaneously to third-party investors for $266 million.
(f)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(g)
Refer to Note 20 for information related to the location of the gains and losses on derivative instruments in the Condensed Consolidated Statement of Comprehensive Income.

57

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Nonrecurring Fair Value
We may be required to measure certain assets and liabilities at fair value from time to time. These periodic fair value measures typically result from the application of lower-of-cost or fair value accounting or certain impairment measures. These items would constitute nonrecurring fair value measures.
The following tables display the assets and liabilities measured at fair value on a nonrecurring basis.
 
 
Nonrecurring
fair value measurements
 
Lower-of-cost
or
fair value
or valuation
reserve
allowance
 
Total loss
included in
earnings for
the three
months ended
Total loss
included in
earnings for
the nine
months ended
September 30, 2012 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial finance receivables and loans, net (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
Automotive
 
$

 
$

 
$
172

 
$
172

 
$
(31
)
 
n/m (b)

n/m (b)

Other
 

 

 
26

 
26

 
(7
)
 
n/m (b)

n/m (b)

Total commercial finance receivables and loans, net
 

 

 
198

 
198

 
(38
)
 
n/m (b)

n/m (b)

Other assets
 
 
 
 
 
 
 

 
 
 
 
 
Repossessed and foreclosed assets (c)
 

 

 
7

 
7

 
(1
)
 
n/m (b)

n/m (b)

Cost basis investment in ResCap (d)
 

 

 

 

 

 

(442
)
Total assets
 
$

 
$

 
$
205

 
$
205

 
$
(39
)
 
$

$
(442
)
n/m = not meaningful
(a)
Represents the portion of the portfolio specifically impaired during 2012. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.
(b)
We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
(c)
The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.
(d)
Represents the impairment of our investment in ResCap during 2012. Refer to Note 1 for additional information related to ResCap.

58

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
 
Nonrecurring
fair value measurements
 
Lower-of-cost
or
fair value
or valuation
reserve
allowance
 
Total loss included in
earnings for
the three
months ended
Total loss included in
earnings for
the nine
months ended
September 30, 2011 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale (a)
 
$

 
$

 
$
507

 
$
507

 
$
(58
)
 
n/m (b)

n/m (b)

Commercial finance receivables and loans, net (c)
 
 
 
 
 
 
 

 
 
 
 
 
Automotive
 

 

 
272

 
272

 
(33
)
 
n/m (b)

n/m (b)

Mortgage
 

 
3

 
24

 
27

 
(5
)
 
n/m (b)

n/m (b)

Other
 

 

 
37

 
37

 
(10
)
 
n/m (b)

n/m (b)

Total commercial finance receivables and loans, net
 

 
3

 
333

 
336

 
(48
)
 
n/m (b)

n/m (b)

Other assets
 
 
 
 
 
 
 

 
 
 
 
 
Property and equipment
 

 
13

 

 
13

 
n/m (d)

 
$

$
(8
)
Repossessed and foreclosed assets (e)
 

 
35

 
29

 
64

 
(10
)
 
n/m (b)

n/m (b)

Total assets
 
$

 
$
51

 
$
869

 
$
920

 
$
(116
)
 
$

$
(8
)
n/m = not meaningful
(a)
Represents loans held-for-sale that are required to be measured at the lower-of-cost or fair value. The table above includes only loans with fair values below cost during 2011. The related valuation allowance represents the cumulative adjustment to fair value of those specific assets.
(b)
We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
(c)
Represents the portion of the portfolio specifically impaired during 2011. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.
(d)
The total gain (loss) included in earnings is the most relevant indicator of the impact on earnings.
(e)
The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.

59

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table presents quantitative information regarding the significant unobservable inputs used in significant Level 3 assets measured at fair value on a nonrecurring basis.
September 30, 2012 ($ in millions)
 
Level 3 nonrecurring measurements
 
Valuation technique
 
Unobservable input
 
Range
Assets
 
 
 
 
 
 
 
 
Commercial finance receivables and loans, net
 
 
 
 
 
 
 
 
Automotive
 
$
172

 
Fair value of collateral
 
Adjusted appraisal value
 
65.0-95.0%
Fair Value Option for Financial Assets and Financial Liabilities
A description of the financial assets and liabilities elected to be measured at fair value is as follows. Our intent in electing fair value for all these items was to mitigate a divergence between accounting losses and economic exposure for certain assets and liabilities.
On-balance sheet mortgage securitizations — We elected to measure at fair value certain domestic consumer mortgage finance receivables and loans and the related debt held in on-balance sheet mortgage securitization structures. The fair value-elected loans were classified as finance receivable and loans, net, on the Condensed Consolidated Balance Sheet. Our policy is to separately record interest income on the fair value-elected loans (unless the loans are placed on nonaccrual status); however, the accrued interest was excluded from the fair value presentation. We classified the fair value adjustment recorded for the loans as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
We continued to record the fair value-elected debt balances as long-term debt on the Condensed Consolidated Balance Sheet. Our policy is to separately record interest expense on the fair value-elected debt, which continues to be classified as interest on long-term debt in the Condensed Consolidated Statement of Comprehensive Income. We classified the fair value adjustment recorded for this fair value-elected debt as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
Conforming and government-insured mortgage loans held-for-sale — We elected the fair value option for conforming and government-insured mortgage loans held-for-sale funded after July 31, 2009. We elected the fair value option to mitigate earnings volatility by better matching the accounting for the assets with the related hedges.
Excluded from the fair value option were conforming and government-insured loans funded on or prior to July 31, 2009, and those repurchased or rerecognized. The loans funded on or prior to July 31, 2009, were ineligible because the election must be made at the time of funding. Repurchased and rerecognized conforming and government-insured loans were not elected because the election will not mitigate earning volatility. We repurchase or rerecognize loans due to representation and warranty obligations or conditional repurchase options. Typically, we will be unable to resell these assets through regular channels due to characteristics of the assets. Since the fair value of these assets is influenced by factors that cannot be hedged, we did not elect the fair value option.
We carry the fair value-elected conforming and government-insured loans as loans held-for-sale, net, on the Condensed Consolidated Balance Sheet. Our policy is to separately record interest income on the fair value-elected loans (unless they are placed on nonaccrual status); however, the accrued interest was excluded from the fair value presentation. Upfront fees and costs related to the fair value-elected loans were not deferred or capitalized. The fair value adjustment recorded for these loans is classified as gain (loss) on mortgage loans, net, in the Condensed Consolidated Statement of Comprehensive Income. In accordance with GAAP, the fair value option election is irrevocable once the asset is funded even if it is subsequently determined that a particular loan cannot be sold.
Nongovernment-eligible mortgage loans held-for-sale subject to conditional repurchase options — We elected the fair value option for both nongovernment-eligible mortgage loans held-for-sale subject to conditional repurchase options and the related liability. These conditional repurchase options within our private label securitizations allowed us to repurchase a transferred financial asset if certain events outside our control were met. The typical conditional repurchase option was a delinquent loan repurchase option that gave us the option to purchase the loan if it exceeded a certain prespecified delinquency level. We had complete discretion regarding when or if we would exercise these options, but generally we would do so only when it is in our best interest. We recorded the asset and the corresponding liability on our balance sheet when the option becomes exercisable. The fair value option election must be made at initial recording. As such, the conditional repurchase option assets and liabilities recorded prior to January 1, 2011, were ineligible for the fair value election.
We carried these fair value-elected optional repurchase loan balance as loans held-for-sale, net, on the Condensed Consolidated Balance Sheet. The fair value adjustment recorded for these loans was classified as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income. We carried the fair value-elected corresponding liability as accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. The fair value adjustment recorded for these liabilities were classified as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following tables summarize the fair value option elections and information regarding the amounts recorded as earnings for each fair value option-elected item.
 
 
Changes included in the
 
 
 
Condensed Consolidated Statement of Comprehensive Income
 
Three months ended September 30,
($ in millions)
 
Interest
and fees
on finance
receivables
and loans (a)
 
Interest
on loans
held-for-sale (a)
 
Interest
on
long-term
debt (b)
 
Gain on
mortgage
loans, net
 
Other
income,
net of losses
 
Total
included in
earnings
 
Change in
fair value
due to
credit risk (c)
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$

 
$
18

 
$

 
$
33

 
$

 
$
51

 
$

(d)
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$

 
$
49

 
$

 
$
382

 
$

 
$
431

 
$

(d)
Consumer mortgage finance receivables and loans, net
 
48

 

 

 

 
9

 
57

 
(54
)
(e)
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt
 

 

 
(29
)
 

 
(54
)
 
(83
)
 
37

(f)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan repurchase liabilities
 

 

 

 

 
1

 
1

 

 
Total
 
 
 
 
 
 
 
 
 
 
 
$
406

 
 
 
(a)
Interest income is measured by multiplying the unpaid principal balance on the loans by the coupon rate and the number of days of interest due.
(b)
Interest expense is measured by multiplying bond principal by the coupon rate and the number of days of interest due to the investor.
(c)
Factors other than credit quality that impact fair value include changes in market interest rates and the illiquidity or marketability in the current marketplace. Lower levels of observable data points in illiquid markets generally result in wide bid/offer spreads.
(d)
The credit impact for loans held-for-sale is assumed to be zero because the loans are either suitable for sale or are covered by a government guarantee.
(e)
The credit impact for consumer mortgage finance receivables and loans was quantified by applying internal credit loss assumptions to cash flow models.
(f)
The credit impact for on-balance sheet securitization debt is assumed to be zero until our economic interests in a particular securitization is reduced to zero, at which point the losses on the underlying collateral will be expected to be passed through to third-party bondholders. Losses allocated to third-party bondholders, including changes in the amount of losses allocated, will result in fair value changes due to credit. We also monitor credit ratings and will make credit adjustments to the extent any bond classes are downgraded by rating agencies.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
 
Changes included in the
 
 
 
Condensed Consolidated Statement of Comprehensive Income
 
Nine months ended September 30,
($ in millions)
 
Interest
and fees
on finance
receivables
and loans (a)
 
Interest
on loans
held-for-sale (a)
 
Interest
on
long-term
debt (b)
 
Gain on
mortgage
loans, net
 
Other
income,
net of losses
 
Total
included in
earnings
 
Change in
fair value
due to
credit risk (c)
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$

 
$
58

 
$

 
$
280

 
$

 
$
338

 
$

(d)
Consumer mortgage finance receivables and loans, net
 
59

 

 

 

 
62

 
121

 
(24
)
(e)
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt
 

 

 
(34
)
 

 
(81
)
 
(115
)
 
(8
)
(f)
Total
 
 
 
 
 
 
 
 
 
 
 
$
344

 
 
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$

 
$
128

 
$

 
$
666

 
$

 
$
794

 
$

(d)
Consumer mortgage finance receivables and loans, net
 
154

 

 

 

 
77

 
231

 
(49
)
(e)
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet securitization debt
 

 

 
(89
)
 

 
(161
)
 
(250
)
 
14

(f)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan repurchase liabilities
 

 

 

 

 
1

 
1

 

 
Total
 
 
 
 
 
 
 
 
 
 
 
$
776

 
 
 
(a)
Interest income is measured by multiplying the unpaid principal balance on the loans by the coupon rate and the number of days of interest due.
(b)
Interest expense is measured by multiplying bond principal by the coupon rate and the number of days of interest due to the investor.
(c)
Factors other than credit quality that impact fair value include changes in market interest rates and the illiquidity or marketability in the current marketplace. Lower levels of observable data points in illiquid markets generally result in wide bid/offer spreads.
(d)
The credit impact for loans held-for-sale is assumed to be zero because the loans are either suitable for sale or are covered by a government guarantee.
(e)
The credit impact for consumer mortgage finance receivables and loans was quantified by applying internal credit loss assumptions to cash flow models.
(f)
The credit impact for on-balance sheet securitization debt is assumed to be zero until our economic interests in a particular securitization is reduced to zero, at which point the losses on the underlying collateral will be expected to be passed through to third-party bondholders. Losses allocated to third-party bondholders, including changes in the amount of losses allocated, will result in fair value changes due to credit. We also monitor credit ratings and will make credit adjustments to the extent any bond classes are downgraded by rating agencies.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


The following table provides the aggregate fair value and the aggregate unpaid principal balance for the fair value option-elected loans and long-term debt instruments.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Unpaid
principal
balance
 
Fair
value (a)
 
Unpaid
principal
balance
 
Fair
value (a)
Assets
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
 
 
 
 
 
 
 
Total loans
 
$
1,834

 
$
1,927

 
$
3,766

 
$
3,919

Nonaccrual loans
 
32

 
17

 
54

 
27

Loans 90+ days past due (b)
 
28

 
15

 
53

 
27

Consumer mortgage finance receivables and loans, net
 
 
 
 
 
 
 
 
Total loans
 

 

 
2,436

 
835

Nonaccrual loans (c)
 

 

 
506

 
209

Loans 90+ days past due (b) (c)
 

 

 
362

 
163

Liabilities
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
On-balance sheet securitization debt
 
$

 
$

 
$
(2,559
)
 
$
(830
)
Accrued expenses and other liabilities
 
 
 
 
 
 
 
 
Loan repurchase liabilities
 

 

 
(57
)
 
(29
)
(a)
Excludes accrued interest receivable.
(b)
Loans 90+ days past due are also presented within the nonaccrual loan balance and the total loan balance; however, excludes government-insured loans that are still accruing interest.
(c)
The fair value of consumer mortgage finance receivables and loans is calculated on a pooled basis; therefore, we allocated the fair value of nonaccrual loans and loans 90+ days past due to individual loans based on the unpaid principal balances. For further discussion regarding the pooled basis, refer to the previous section of this note titled Consumer mortgage finance receivables and loans, net.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Fair Value of Financial Instruments
The following table presents the carrying and estimated fair value of financial instruments, except for those recorded at fair value on a recurring basis presented in the previous section of this note titled Recurring Fair Value. When possible, we use quoted market prices to determine fair value. Where quoted market prices are not available, the fair value is internally derived based on appropriate valuation methodologies with respect to the amount and timing of future cash flows and estimated discount rates. 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 was based on information available at September 30, 2012, and December 31, 2011.
 
September 30, 2012
 
December 31, 2011
 
 
 
Estimated fair value
 
 
 
 
($ in millions)
Carrying
value
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Carrying
value
 
Estimated
fair value
Financial assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans held-for-sale, net (a)
$
1,937

 
$

 
$
1,927

 
$
10

 
$
1,937

 
$
8,557

 
$
8,674

Finance receivables and loans, net (a)
119,836

 

 

 
121,200

 
121,200

 
113,252

 
113,576

Nonmarketable equity investments
342

 

 
313

 
31

 
344

 
419

 
423

Financial liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposit liabilities
$
49,872

 
$

 
$
3,811

 
$
46,922

 
$
50,733

 
$
45,050

 
$
45,696

Short-term borrowings
5,877

 
5

 

 
5,863

 
5,868

 
7,680

 
7,622

Long-term debt (a)(b)
93,726

 

 
42,881

 
53,909

 
96,790

 
93,434

 
92,142

(a)
Includes financial instruments carried at fair value due to fair value option elections. Refer to the previous section of this note titled Fair Value Option for Financial Assets and Liabilities for further information about the fair value elections.
(b)
The carrying value includes deferred interest for zero-coupon bonds of $698 million and $640 million at September 30, 2012, and December 31, 2011, respectively.
The following describes the methodologies and assumptions used to determine fair value for the significant classes of financial instruments. In addition to the valuation methods discussed below, we also followed guidelines for determining whether a market was not active and a transaction was not distressed. As such, we assumed the price that would be received in an orderly transaction (including a market-based return) and not in forced liquidation or distressed sale.
Loans held-for-sale, net — Loans held-for-sale classified as Level 2 include all GSE-eligible mortgage loans valued predominantly using published forward agency prices. It also includes any domestic loans and foreign loans where recently negotiated market prices for the loan pool exist with a counterparty (which approximates fair value) or quoted market prices for similar loans are available. Loans held-for-sale classified as Level 3 include all loans valued using internally developed valuation models because observable market prices were not available. The loans are priced on a discounted cash flow basis utilizing cash flow projections from internally developed models that utilize prepayment, default, and discount rate assumptions. To the extent available, we will utilize market observable inputs such as interest rates and market spreads. If market observable inputs are not available, we are required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates.
Finance receivables and loans, net — With the exception of mortgage loans held-for-investment, the fair value of finance receivables was based on discounted future cash flows using applicable spreads to approximate current rates applicable to each category of finance receivables (an income approach using Level 3 inputs). The carrying value of commercial receivables in certain markets and certain other automotive- and mortgage-lending receivables for which interest rates reset on a short-term basis with applicable market indices are assumed to approximate fair value either because of the short-term nature or because of the interest rate adjustment feature. The fair value of commercial receivables in other markets was based on discounted future cash flows using applicable spreads to approximate current rates applicable to similar assets in those markets.
For mortgage loans held-for-investment used as collateral for securitization debt, we used a portfolio approach with Level 3 inputs to measure these loans at fair value. The objective in fair valuing these loans (which are legally isolated and beyond the reach of our creditors) and the related collateralized borrowings is to reflect our retained economic position in the securitizations. For mortgage loans held-for-investment that are not securitized, we used valuation methods and assumptions similar to those used for mortgage loans held-for-sale. These valuations consider unique attributes of the loans such as geography, delinquency status, product type, and other factors. Refer to the section above titled Loans held-for-sale, net, for a description of methodologies and assumptions used to determine the fair value of mortgage loans held-for-sale.
Deposit liabilities — Deposit liabilities represent certain consumer and brokered bank deposits, mortgage escrow deposits, and dealer deposits. Deposits classified as Level 2 were valued using quoted market prices from active markets for similar instruments. The fair value of deposits at Level 3 were estimated by discounting projected cash flows based on discount factors derived from the forward interest rate swap curve.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Debt — Level 2 debt was valued using quoted market prices in inactive markets. Debt valued using internally derived inputs, such as prepayment speeds and discount rates, was classified as Level 3.
23.    Segment and Geographic Information
Operating segments are defined as components of an enterprise that engage in business activity from which revenues are earned and expenses incurred for which discrete financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance.
We report our results of operations on a line-of-business basis through four operating segments - North American Automotive Finance operations, International Automotive Finance operations, Insurance operations, and Mortgage operations, with the remaining activity reported in Corporate and Other. The operating segments are determined based on the products and services offered and geographic considerations, and reflect the manner in which financial information is currently evaluated by management. The following is a description of each of our reportable operating segments.
North American Automotive Finance operations — Provides automotive financing services to consumers and automotive dealers in the United States and Canada and includes the automotive activities of Ally Bank and ResMor Trust. For consumers, we offer retail automotive financing and leasing for new and used vehicles, and through our commercial automotive financing operations, we fund dealer purchases of new and used vehicles through wholesale or floorplan financing.
International Automotive Finance operations — Provides automotive financing and full-service leasing to consumers and dealers outside of the United States and Canada. Our International Automotive Finance operations will focus the majority of new originations in five core international markets: Germany, the United Kingdom, Brazil, Mexico, and China through our joint venture.
Insurance operations — Offers consumer finance and insurance products, and commercial insurance products sold primarily through the dealer channel including vehicle service contracts, commercial insurance coverage in the United States (primarily covering dealers' wholesale vehicle inventory), and personal automobile insurance in certain countries outside the United States.
Mortgage operations —The principal ongoing activities include originating, purchasing, selling, and securitizing conforming and government-insured residential mortgage loans in the United States through Ally Bank; and servicing residential mortgage loans for ourselves and others. We also originate high-quality prime jumbo mortgage loans in the United States. Our Mortgage operations also include noncore business activities that are winding down or were business activities of ResCap, which was deconsolidated on May 14, 2012, including, among other things: portfolios in runoff; our mortgage reinsurance business; and providing collateralized lines of credit to other mortgage originators, which we refer to as warehouse lending.
Corporate and Other primarily consists of our centralized corporate treasury and deposit gathering activities, such as management of the cash and corporate investment securities portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with new debt issuances and bond exchanges, most notably from the December 2008 bond exchange, and the residual impacts of our corporate funds-transfer pricing (FTP) and treasury asset liability management (ALM) activities. Corporate and Other also includes our Commercial Finance Group, certain equity investments, and reclassifications and eliminations between the reportable operating segments.
We utilize an FTP methodology for the majority of our business operations. The FTP methodology assigns charge rates and credit rates to classes of assets and liabilities based on expected duration and the LIBOR swap curve plus an assumed credit spread. Matching duration allocates interest income and interest expense to these reportable segments so their respective results are insulated from interest rate risk. This methodology is consistent with our ALM practices, which includes managing interest rate risk centrally at a corporate level. The net residual impact of the FTP methodology is included within the results of Corporate and Other.
The information presented in our reportable operating segments and geographic areas tables that follow are based in part on internal allocations, which involve management judgment.
Change in Reportable Segment Information
On May 14, 2012, the Debtors filed for relief under Chapter 11 of the Bankruptcy Code in the United States. As a result of the bankruptcy filing, ResCap was deconsolidated from our financial statements; and beginning in the second quarter of 2012, we are presenting our mortgage business activities under one reportable operating segment, Mortgage operations. Previously our Mortgage operations were presented as two reportable operating segments, Origination and Servicing operations and Legacy Portfolio and Other operations. The new presentation is consistent with the organizational alignment of the business and management's current view of the mortgage business.

65

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Financial information for our reportable operating segments is summarized as follows.
 
 
Global Automotive Services
 
 
 
 
 
 
Three months ended September 30,
($ in millions)
 
North
American
Automotive
Finance
operations
 
International
Automotive
Finance
operations (a)
 
Insurance
operations
 
Mortgage operations (b)
 
Corporate
and
Other (c)
 
Consolidated (d)
2012
 
 
 
 
 
 
 
 
 
 
 
 
Net financing revenue (loss)
 
$
856

 
$
166

 
$
22

 
$
53

 
$
(320
)
 
$
777

Other revenue
 
75

 
53

 
343

 
446

 
19

 
936

Total net revenue (loss)
 
931

 
219

 
365

 
499

 
(301
)
 
1,713

Provision for loan losses
 
102

 
13

 

 
6

 
(5
)
 
116

Total noninterest expense
 
319

 
137

 
332

 
139

 
187

 
1,114

Income (loss) from continuing operations before income tax expense
 
$
510

 
$
69

 
$
33

 
$
354

 
$
(483
)
 
$
483

Total assets
 
$
106,909

 
$
16,211

 
$
8,461

 
$
17,004

 
$
33,897

 
$
182,482

2011
 
 
 
 
 
 
 
 
 
 
 
 
Net financing revenue (loss)
 
$
755

 
$
167

 
$
21

 
$
75

 
$
(411
)
 
$
607

Other revenue (loss)
 
126

 
61

 
426

 
(99
)
 
40

 
554

Total net revenue (loss)
 
881

 
228

 
447

 
(24
)
 
(371
)
 
1,161

Provision for loan losses
 
25

 
(2
)
 

 
31

 
(4
)
 
50

Total noninterest expense
 
305

 
141

 
336

 
354

 
81

 
1,217

Income (loss) from continuing operations before income tax expense
 
$
551

 
$
89

 
$
111

 
$
(409
)
 
$
(448
)
 
$
(106
)
Total assets
 
$
90,532

 
$
15,314

 
$
8,215

 
$
35,502

 
$
32,393

 
$
181,956

(a)
Amounts include intrasegment eliminations between our North American Automotive Finance operations, International Automotive Finance operations, and Insurance operations.
(b)
Represents the mortgage activities of Ally Bank.
(c)
Total assets for the Commercial Finance Group were $1.3 billion and $1.3 billion at September 30, 2012 and 2011, respectively.
(d)
Net financing revenue (loss) after the provision for loan losses totaled $661 million and $557 million for the three months ended September 30, 2012 and 2011, respectively.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


 
 
Global Automotive Services
 
 
 
 
 
 
Nine months ended September 30,
($ in millions)
 
North
American
Automotive
Finance
operations
 
International
Automotive
Finance
operations (a)
 
Insurance
operations
 
Mortgage operations (b)
 
Corporate
and
Other (c)
 
Consolidated (d)
2012
 
 
 
 
 
 
 
 
 
 
 
 
Net financing revenue (loss)
 
$
2,468

 
$
501

 
$
65

 
$
143

 
$
(949
)
 
$
2,228

Other revenue
 
268

 
178

 
1,199

 
1,361

 
45

 
3,051

Total net revenue (loss)
 
2,736

 
679

 
1,264

 
1,504

 
(904
)
 
5,279

Provision for loan losses
 
196

 
75

 

 
54

 
(40
)
 
285

Total noninterest expense
 
957

 
418

 
1,064

 
881

 
1,674

 
4,994

Income (loss) from continuing operations before income tax expense
 
$
1,583

 
$
186

 
$
200

 
$
569

 
$
(2,538
)
 
$

Total assets
 
$
106,909

 
$
16,211

 
$
8,461

 
$
17,004

 
$
33,897

 
$
182,482

2011
 
 
 
 
 
 
 
 
 
 
 
 
Net financing revenue (loss)
 
$
2,451

 
$
505

 
$
68

 
$
204

 
$
(1,359
)
 
$
1,869

Other revenue
 
349

 
175

 
1,347

 
576

 
172

 
2,619

Total net revenue (loss)
 
2,800

 
680

 
1,415

 
780

 
(1,187
)
 
4,488

Provision for loan losses
 
126

 
42

 

 
115

 
(70
)
 
213

Total noninterest expense
 
1,046

 
449

 
1,101

 
1,156

 
339

 
4,091

Income (loss) from continuing operations before income tax expense
 
$
1,628

 
$
189

 
$
314

 
$
(491
)
 
$
(1,456
)
 
$
184

Total assets
 
$
90,532

 
$
15,314

 
$
8,215

 
$
35,502

 
$
32,393

 
$
181,956

(a)
Amounts include intrasegment eliminations between our North American Automotive Finance operations, International Automotive Finance operations, and Insurance operations.
(b)
Represents the ResCap legal entity (prior to its deconsolidation from Ally as of May 14, 2012) and the mortgage activities of Ally Bank.
(c)
Total assets for the Commercial Finance Group were $1.3 billion and $1.3 billion at September 30, 2012 and 2011, respectively.
(d)
Net financing revenue (loss) after the provision for loan losses totaled $1.9 billion and $1.7 billion for the nine months ended September 30, 2012 and 2011, respectively.

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Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Information concerning principal geographic areas were as follows.
Three months ended September 30, ($ in millions)
 
Revenue (a)(b)
 
Income (loss)
from continuing
operations
before income
tax expense (a)(c)
 
Net income
(loss) (a)(c)
2012
 
 
 
 
 
 
Canada
 
$
158

 
$
74

 
$
62

Europe (d)
 
80

 
29

 
9

Latin America
 
258

 
83

 
62

Asia-Pacific
 
22

 
21

 
21

Total foreign
 
518

 
207

 
154

Total domestic (e)
 
1,195

 
276

 
230

Total
 
$
1,713

 
$
483

 
$
384

2011
 
 
 
 
 
 
Canada
 
$
225

 
$
138

 
$
78

Europe (d)
 
106

 
75

 
55

Latin America
 
212

 
42

 
30

Asia-Pacific
 
21

 
20

 
10

Total foreign
 
564

 
275

 
173

Total domestic (e)
 
597

 
(381
)
 
(383
)
Total
 
$
1,161

 
$
(106
)
 
$
(210
)
(a)
The 2011 balances for Asia-Pacific and domestic were reclassified to conform with the 2012 presentation. These reclassifications have no impact to our condensed consolidated results of operations.
(b)
Revenue consists of net financing revenue and total other revenue as presented in our Condensed Consolidated Statement of Comprehensive Income.
(c)
The domestic amounts include original discount amortization of $79 million and $228 million for the three months ended September 30, 2012 and 2011, respectively.
(d)
Amounts include eliminations between our foreign operations.
(e)
Amounts include eliminations between our domestic and foreign operations.

68

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Nine months ended September 30, ($ in millions)
 
Revenue (a)(b)
 
Income (loss)
from continuing
operations
before income
tax expense (a)(c)
 
Net income
(loss) (a)(c)
2012
 
 
 
 
 
 
Canada
 
$
528

 
$
290

 
$
227

Europe (d)
 
312

 
171

 
124

Latin America
 
766

 
216

 
171

Asia-Pacific
 
73

 
71

 
71

Total foreign
 
1,679

 
748

 
593

Total domestic (e)
 
3,600

 
(748
)
 
(797
)
Total
 
$
5,279

 
$

 
$
(204
)
2011
 
 
 
 
 
 
Canada
 
$
659

 
$
360

 
$
353

Europe (d)
 
320

 
183

 
153

Latin America
 
700

 
188

 
124

Asia-Pacific
 
60

 
58

 
48

Total foreign
 
1,739

 
789

 
678

Total domestic (e)
 
2,749

 
(605
)
 
(629
)
Total
 
$
4,488

 
$
184

 
$
49

(a)
The 2011 balances for Asia-Pacific and domestic were reclassified to conform with the 2012 presentation. These reclassifications have no impact to our condensed consolidated results of operations.
(b)
Revenue consists of net financing revenue and total other revenue as presented in our Condensed Consolidated Statement of Comprehensive Income.
(c)
The domestic amounts include original discount amortization of $291 million and $784 million for the nine months ended September 30, 2012 and 2011, respectively.
(d)
Amounts include eliminations between our foreign operations.
(e)
Amounts include eliminations between our domestic and foreign operations.
24.    Parent and Guarantor Consolidating Financial Statements
Certain of our senior notes are guaranteed by a group of subsidiaries (the Guarantors). The Guarantors, each of which is a 100% directly owned subsidiary of Ally Financial Inc., are Ally US LLC, IB Finance Holding Company, LLC (IB Finance), and GMAC Continental Corporation. The Guarantors fully and unconditionally guarantee the senior notes on a joint and several basis. In order to simplify our note guarantor structure and to provide additional flexibility with respect to potential strategic transactions relating to our international operations, Ally has begun a series of transactions in which our note guarantors will be merged with and into, or otherwise consolidated with, IB Finance. To date, GMAC Latin America Holdings LLC and GMAC International Holdings B.V., each of which was a subsidiary guarantor with respect to our same senior notes, have been merged or otherwise consolidated with and into IB Finance. Ally is also taking steps to merge Ally US LLC and GMAC Continental Corporation with and into IB Finance in the near future. Following the completion of these transactions, IB Finance will remain a Guarantor and will continue to fully and unconditionally guarantee our senior notes.
The following financial statements present condensed consolidating financial data for (i) Ally Financial Inc. (on a parent company-only basis), (ii) the Guarantors, (iii) the nonguarantor subsidiaries (all other subsidiaries), and (iv) an elimination column for adjustments to arrive at (v) the information for the parent company, Guarantors, and nonguarantors on a consolidated basis.
Investments in subsidiaries are accounted for by the parent company and the Guarantors using the equity method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company’s and Guarantors’ investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investments in subsidiaries, and intercompany balances and transactions between the parent, Guarantors, and nonguarantors.

69

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Condensed Consolidating Statement of Comprehensive Income
Three months ended September 30, 2012 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
228

 
$
5

 
$
1,418

 
$

 
$
1,651

Interest and fees on finance receivables and loans — intercompany
 
29

 
2

 
4

 
(35
)
 

Interest on loans held-for-sale
 
4

 

 
18

 

 
22

Interest and dividends on available-for-sale investment securities
 

 

 
73

 

 
73

Interest-bearing cash
 
7

 

 
15

 

 
22

Interest-bearing cash — intercompany
 

 

 
4

 
(4
)
 

Operating leases
 
50

 

 
589

 

 
639

Total financing revenue and other interest income
 
318

 
7

 
2,121

 
(39
)
 
2,407

Interest expense
 
 
 
 
 
 
 
 
 

Interest on deposits
 
14

 

 
171

 

 
185

Interest on short-term borrowings
 
15

 
1

 
30

 

 
46

Interest on long-term debt
 
686

 
2

 
353

 

 
1,041

Interest on intercompany debt
 
1

 
3

 
36

 
(40
)
 

Total interest expense
 
716

 
6

 
590

 
(40
)
 
1,272

Depreciation expense on operating lease assets
 
29

 

 
329

 

 
358

Net financing (loss) revenue
 
(427
)
 
1

 
1,202

 
1

 
777

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 

Nonbank subsidiaries
 
99

 

 

 
(99
)
 

Other revenue
 
 
 
 
 
 
 
 
 

Servicing fees
 
46

 

 
45

 

 
91

Servicing asset valuation and hedge activities, net
 

 

 
134

 

 
134

Total servicing income, net
 
46

 

 
179

 

 
225

Insurance premiums and service revenue earned
 

 

 
364

 

 
364

Gain on mortgage and automotive loans, net
 
2

 

 
139

 

 
141

Other gain on investments, net
 

 

 
(19
)
 

 
(19
)
Other income, net of losses
 
70

 
120

 
339

 
(304
)
 
225

Total other revenue
 
118

 
120

 
1,002

 
(304
)
 
936

Total net (loss) revenue
 
(210
)
 
121

 
2,204

 
(402
)
 
1,713

Provision for loan losses
 
55

 

 
61

 

 
116

Noninterest expense
 
 
 
 
 
 
 
 
 

Compensation and benefits expense
 
198

 
122

 
145

 
(121
)
 
344

Insurance losses and loss adjustment expenses
 

 

 
151

 

 
151

Other operating expenses
 
105

 
1

 
696

 
(183
)
 
619

Total noninterest expense
 
303

 
123

 
992

 
(304
)
 
1,114

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries
 
(568
)
 
(2
)
 
1,151

 
(98
)
 
483

Income tax (benefit) expense from continuing operations
 
(305
)
 

 
398

 

 
93

Net (loss) income from continuing operations
 
(263
)
 
(2
)
 
753

 
(98
)
 
390

Income (loss) from discontinued operations, net of tax
 
2

 

 
(8
)
 

 
(6
)
Undistributed income of subsidiaries
 
 
 
 
 
 
 
 
 

Bank subsidiary
 
231

 
231

 

 
(462
)
 

Nonbank subsidiaries
 
414

 
62

 

 
(476
)
 

Net income
 
384

 
291

 
745

 
(1,036
)
 
384

Other comprehensive income, net of tax
 
218

 
241

 
539

 
(780
)
 
218

Comprehensive income
 
$
602

 
$
532

 
$
1,284

 
$
(1,816
)
 
$
602



70

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Three months ended September 30, 2011 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
297

 
$
7

 
$
1,379

 
$
(3
)
 
$
1,680

Interest and fees on finance receivables and loans — intercompany
 
61

 
6

 
7

 
(74
)
 

Interest on loans held-for-sale
 

 

 
86

 

 
86

Interest on trading assets
 

 

 
4

 

 
4

Interest and dividends on available-for-sale investment securities
 

 

 
102

 

 
102

Interest-bearing cash
 
1

 

 
13

 

 
14

Operating leases
 
48

 

 
482

 

 
530

Total financing revenue and other interest income
 
407

 
13

 
2,073

 
(77
)
 
2,416

Interest expense
 
 
 
 
 
 
 
 
 

Interest on deposits
 
17

 

 
162

 

 
179

Interest on short-term borrowings
 
15

 
1

 
45

 

 
61

Interest on long-term debt
 
843

 
3

 
447

 

 
1,293

Interest on intercompany debt
 
(4
)
 
7

 
74

 
(77
)
 

Total interest expense
 
871

 
11

 
728

 
(77
)
 
1,533

Depreciation expense on operating lease assets
 
18

 

 
258

 

 
276

Net financing (loss) revenue
 
(482
)
 
2

 
1,087

 

 
607

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 

Nonbank subsidiaries
 
696

 

 

 
(696
)
 

Other revenue
 
 
 
 
 
 
 
 
 

Servicing fees
 
69

 

 
266

 

 
335

Servicing asset valuation and hedge activities, net
 

 

 
(471
)
 

 
(471
)
Total servicing income, net
 
69

 

 
(205
)
 

 
(136
)
Insurance premiums and service revenue earned
 

 

 
390

 

 
390

Gain on mortgage and automotive loans, net
 

 

 
95

 

 
95

Other gain on investments, net
 

 

 
75

 

 
75

Other income, net of losses
 
(79
)
 

 
369

 
(160
)
 
130

Total other (loss) revenue
 
(10
)
 

 
724

 
(160
)
 
554

Total net revenue
 
204

 
2

 
1,811

 
(856
)
 
1,161

Provision for loan losses
 
40

 

 
10

 

 
50

Noninterest expense
 
 
 
 
 
 
 
 
 

Compensation and benefits expense
 
95

 
3

 
195

 

 
293

Insurance losses and loss adjustment expenses
 

 

 
170

 

 
170

Other operating expenses
 
141

 
1

 
771

 
(159
)
 
754

Total noninterest expense
 
236

 
4

 
1,136

 
(159
)
 
1,217

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
 
(72
)
 
(2
)
 
665

 
(697
)
 
(106
)
Income tax (benefit) expense from continuing operations
 
(146
)
 
(2
)
 
241

 

 
93

Net income (loss) from continuing operations
 
74

 

 
424

 
(697
)
 
(199
)
Loss from discontinued operations, net of tax
 
(2
)
 

 
(9
)
 

 
(11
)
Undistributed income (loss) of subsidiaries
 
 
 
 
 
 
 
 
 

Bank subsidiary
 
366

 
366

 

 
(732
)
 

Nonbank subsidiaries
 
(648
)
 
78

 

 
570

 

Net (loss) income
 
(210
)
 
444

 
415

 
(859
)
 
(210
)
Other comprehensive loss, net of tax
 
(281
)
 
(216
)
 
(715
)
 
931

 
(281
)
Comprehensive (loss) income
 
$
(491
)
 
$
228

 
$
(300
)
 
$
72

 
$
(491
)


71

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



Nine months ended September 30, 2012 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
679

 
$
20

 
$
4,321

 
$

 
$
5,020

Interest and fees on finance receivables and loans — intercompany
 
102

 
10

 
17

 
(129
)
 

Interest on loans held-for-sale
 
15

 

 
116

 

 
131

Interest on trading assets
 

 

 
13

 

 
13

Interest and dividends on available-for-sale investment securities
 

 

 
243

 

 
243

Interest-bearing cash
 
14

 

 
40

 

 
54

Interest-bearing cash — intercompany
 

 

 
13

 
(13
)
 

Operating leases
 
137

 

 
1,621

 

 
1,758

Total financing revenue and other interest income
 
947

 
30

 
6,384

 
(142
)
 
7,219

Interest expense
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
47

 

 
508

 

 
555

Interest on short-term borrowings
 
48

 
2

 
131

 

 
181

Interest on long-term debt
 
2,089

 
7

 
1,190

 

 
3,286

Interest on intercompany debt
 

 
14

 
128

 
(142
)
 

Total interest expense
 
2,184

 
23

 
1,957

 
(142
)
 
4,022

Depreciation expense on operating lease assets
 
60

 

 
909

 

 
969

Net financing (loss) revenue
 
(1,297
)
 
7

 
3,518

 

 
2,228

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
419

 
5

 

 
(424
)
 

Other revenue
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
148

 

 
469

 

 
617

Servicing asset valuation and hedge activities, net
 

 

 
70

 

 
70

Total servicing income, net
 
148

 

 
539

 

 
687

Insurance premiums and service revenue earned
 

 

 
1,098

 

 
1,098

(Loss) gain on mortgage and automotive loans, net
 
(2
)
 

 
403

 

 
401

Other gain on investments, net
 

 

 
137

 

 
137

Other income, net of losses
 
215

 
375

 
1,042

 
(904
)
 
728

Total other revenue
 
361

 
375

 
3,219

 
(904
)
 
3,051

Total net (loss) revenue
 
(517
)
 
387

 
6,737

 
(1,328
)
 
5,279

Provision for loan losses
 
108

 

 
177

 

 
285

Noninterest expense
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
598

 
381

 
604

 
(375
)
 
1,208

Insurance losses and loss adjustment expenses
 

 

 
518

 

 
518

Other operating expenses
 
1,016

 
2

 
2,779

 
(529
)
 
3,268

Total noninterest expense
 
1,614

 
383

 
3,901

 
(904
)
 
4,994

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries
 
(2,239
)
 
4

 
2,659

 
(424
)
 

Income tax (benefit) expense from continuing operations
 
(826
)
 

 
998

 

 
172

Net (loss) income from continuing operations
 
(1,413
)
 
4

 
1,661

 
(424
)
 
(172
)
Income (loss) from discontinued operations, net of tax
 
19

 

 
(51
)
 

 
(32
)
Undistributed income of subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
729

 
729

 

 
(1,458
)
 

Nonbank subsidiaries
 
461

 
261

 

 
(722
)
 

Net (loss) income
 
(204
)
 
994

 
1,610

 
(2,604
)
 
(204
)
Other comprehensive income, net of tax
 
199

 
212

 
502

 
(714
)
 
199

Comprehensive (loss) income
 
$
(5
)
 
$
1,206

 
$
2,112

 
$
(3,318
)
 
$
(5
)


72

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q



Nine months ended September 30, 2011 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
818

 
$
21

 
$
4,144

 
$
(7
)
 
$
4,976

Interest and fees on finance receivables and loans — intercompany
 
235

 
17

 
19

 
(271
)
 

Interest on loans held-for-sale
 

 

 
256

 

 
256

Interest on trading assets
 

 

 
10

 

 
10

Interest and dividends on available-for-sale investment securities
 
3

 

 
308

 

 
311

Interest-bearing cash
 
5

 

 
36

 

 
41

Operating leases
 
663

 

 
1,120

 

 
1,783

Total financing revenue and other interest income
 
1,724

 
38

 
5,893

 
(278
)
 
7,377

Interest expense
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
48

 

 
468

 

 
516

Interest on short-term borrowings
 
41

 
2

 
197

 

 
240

Interest on long-term debt
 
2,746

 
8

 
1,276

 

 
4,030

Interest on intercompany debt
 
(12
)
 
20

 
270

 
(278
)
 

Total interest expense
 
2,823

 
30

 
2,211

 
(278
)
 
4,786

Depreciation expense on operating lease assets
 
218

 

 
504

 

 
722

Net financing (loss) revenue
 
(1,317
)
 
8

 
3,178

 

 
1,869

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
1,207

 

 

 
(1,207
)
 

Other revenue
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
208

 

 
825

 

 
1,033

Servicing asset valuation and hedge activities, net
 

 

 
(663
)
 

 
(663
)
Total servicing income, net
 
208

 

 
162

 

 
370

Insurance premiums and service revenue earned
 

 

 
1,188

 

 
1,188

Gain on mortgage and automotive loans, net
 
20

 

 
281

 

 
301

Loss on extinguishment of debt
 
(64
)
 

 

 

 
(64
)
Other gain on investments, net
 
9

 

 
242

 

 
251

Other income, net of losses
 
(124
)
 
1

 
1,159

 
(463
)
 
573

Total other revenue
 
49

 
1

 
3,032

 
(463
)
 
2,619

Total net (loss) revenue
 
(61
)
 
9

 
6,210

 
(1,670
)
 
4,488

Provision for loan losses
 
118

 

 
95

 

 
213

Noninterest expense
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
485

 
8

 
639

 

 
1,132

Insurance losses and loss adjustment expenses
 

 

 
567

 

 
567

Other operating expenses
 
376

 
3

 
2,475

 
(462
)
 
2,392

Total noninterest expense
 
861

 
11

 
3,681

 
(462
)
 
4,091

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
 
(1,040
)
 
(2
)
 
2,434

 
(1,208
)
 
184

Income tax (benefit) expense from continuing operations
 
(435
)
 
3

 
538

 

 
106

Net (loss) income from continuing operations
 
(605
)
 
(5
)
 
1,896

 
(1,208
)
 
78

Loss from discontinued operations, net of tax
 
(12
)
 

 
(17
)
 

 
(29
)
Undistributed income (loss) of subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
862

 
862

 

 
(1,724
)
 

Nonbank subsidiaries
 
(196
)
 
391

 

 
(195
)
 

Net income
 
49

 
1,248

 
1,879

 
(3,127
)
 
49

Other comprehensive loss, net of tax
 
(217
)
 
(45
)
 
(398
)
 
443

 
(217
)
Comprehensive (loss) income
 
$
(168
)
 
$
1,203

 
$
1,481

 
$
(2,684
)
 
$
(168
)

73

Table of Contents
Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


September 30, 2012 ($ in millions)
 
Parent (a)
 
Guarantors
 
Nonguarantors (a)
 
Consolidating
adjustments
 
Ally
consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
830

 
$

 
$
475

 
$

 
$
1,305

Noninterest-bearing — intercompany
 
33

 

 

 
(33
)
 

Interest-bearing
 
6,014

 
2

 
9,836

 

 
15,852

Interest-bearing — intercompany
 

 

 
990

 
(990
)
 

Total cash and cash equivalents
 
6,877

 
2

 
11,301

 
(1,023
)
 
17,157

Investment securities
 

 

 
13,770

 

 
13,770

Loans held-for-sale, net
 

 

 
1,937

 

 
1,937

Finance receivables and loans, net
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans, net
 
18,073

 
392

 
102,794

 

 
121,259

Intercompany loans to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
3,400

 

 

 
(3,400
)
 

Nonbank subsidiaries
 
3,604

 
129

 
270

 
(4,003
)
 

Allowance for loan losses
 
(266
)
 
(1
)
 
(1,156
)
 

 
(1,423
)
Total finance receivables and loans, net
 
24,811

 
520

 
101,908

 
(7,403
)
 
119,836

Investment in operating leases, net
 
1,443

 

 
11,265

 

 
12,708

Intercompany receivables from
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
491

 

 

 
(491
)
 

Nonbank subsidiaries
 
221

 
339

 
146

 
(706
)
 

Investment in subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
13,953

 
13,953

 

 
(27,906
)
 

Nonbank subsidiaries
 
16,404

 
4,222

 

 
(20,626
)
 

Mortgage servicing rights
 

 

 
902

 

 
902

Premiums receivable and other insurance assets
 

 

 
1,861

 

 
1,861

Other assets
 
2,638

 
22

 
11,988

 
(712
)
 
13,936

Assets of operations held-for-sale
 
(20
)
 

 
395

 

 
375

Total assets
 
$
66,818

 
$
19,058


$
155,473


$
(58,867
)
 
$
182,482

Liabilities
 
 
 
 
 
 
 
 
 
 
Deposit liabilities
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$

 
$

 
$
2,487

 
$

 
$
2,487

Noninterest-bearing — intercompany
 

 

 
33

 
(33
)
 

Interest-bearing
 
1,333

 

 
46,052

 

 
47,385

Total deposit liabilities
 
1,333

 

 
48,572

 
(33
)
 
49,872

Short-term borrowings
 
3,093

 
137

 
2,647

 

 
5,877

Long-term debt
 
39,612

 
168

 
53,248

 

 
93,028

Intercompany debt to
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
1,048

 
211

 
7,134

 
(8,393
)
 

Intercompany payables to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
497

 

 

 
(497
)
 

Nonbank subsidiaries
 
447

 
2

 
252

 
(701
)
 

Interest payable
 
1,151

 
5

 
434

 

 
1,590

Unearned insurance premiums and service revenue
 

 

 
2,693

 

 
2,693

Reserves for insurance losses and loss adjustment expenses
 

 

 
441

 

 
441

Accrued expenses and other liabilities
 
872

 
344

 
9,458

 
(712
)
 
9,962

Liabilities of operations held-for-sale
 

 

 
254

 

 
254

Total liabilities
 
48,053

 
867

 
125,133

 
(10,336
)
 
163,717

Total equity
 
18,765

 
18,191

 
30,340

 
(48,531
)
 
18,765

Total liabilities and equity
 
$
66,818

 
$
19,058

 
$
155,473

 
$
(58,867
)
 
$
182,482

(a)
Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


December 31, 2011 ($ in millions)
 
Parent (a)
 
Guarantors
 
Nonguarantors (a)
 
Consolidating
adjustments
 
Ally
consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
1,413

 
$

 
$
1,062

 
$

 
$
2,475

Interest-bearing
 
4,848

 
14

 
5,698

 

 
10,560

Interest-bearing — intercompany
 

 

 
516

 
(516
)
 

Total cash and cash equivalents
 
6,261

 
14

 
7,276

 
(516
)
 
13,035

Trading assets
 

 

 
622

 

 
622

Investment securities
 

 

 
15,135

 

 
15,135

Loans held-for-sale, net
 
425

 

 
8,132

 

 
8,557

Finance receivables and loans, net
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans, net
 
15,151

 
476

 
99,128

 

 
114,755

Intercompany loans to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
4,920

 

 

 
(4,920
)
 

Nonbank subsidiaries
 
5,448

 
356

 
550

 
(6,354
)
 

Allowance for loan losses
 
(245
)
 
(2
)
 
(1,256
)
 

 
(1,503
)
Total finance receivables and loans, net
 
25,274

 
830

 
98,422

 
(11,274
)
 
113,252

Investment in operating leases, net
 
928

 

 
8,347

 

 
9,275

Intercompany receivables from
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
82

 

 

 
(82
)
 

Nonbank subsidiaries
 
1,070

 
327

 
577

 
(1,974
)
 

Investment in subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
13,061

 
13,061

 

 
(26,122
)
 

Nonbank subsidiaries
 
17,433

 
3,809

 

 
(21,242
)
 

Mortgage servicing rights
 

 

 
2,519

 

 
2,519

Premiums receivable and other insurance assets
 

 

 
1,853

 

 
1,853

Other assets
 
2,664

 
3

 
16,712

 
(638
)
 
18,741

Assets of operations held-for-sale
 
(174
)
 

 
1,244

 

 
1,070

Total assets
 
$
67,024

 
$
18,044

 
$
160,839

 
$
(61,848
)
 
$
184,059

Liabilities
 
 
 
 
 
 
 
 
 
 
Deposit liabilities
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$

 
$

 
$
2,029

 
$

 
$
2,029

Interest-bearing
 
1,768

 

 
41,253

 

 
43,021

Total deposit liabilities
 
1,768

 

 
43,282

 

 
45,050

Short-term borrowings
 
2,756

 
136

 
4,788

 

 
7,680

Long-term debt
 
39,524

 
214

 
53,056

 

 
92,794

Intercompany debt to
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
574

 
492

 
10,724

 
(11,790
)
 

Intercompany payables to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
39

 

 

 
(39
)
 

Nonbank subsidiaries
 
1,266

 
1

 
750

 
(2,017
)
 

Interest payable
 
1,167

 
3

 
417

 

 
1,587

Unearned insurance premiums and service revenue
 

 

 
2,576

 

 
2,576

Reserves for insurance losses and loss adjustment expenses
 

 

 
580

 

 
580

Accrued expenses and other liabilities
 
559

 
323

 
13,839

 
(637
)
 
14,084

Liabilities of operations held-for-sale
 

 

 
337

 

 
337

Total liabilities
 
47,653

 
1,169

 
130,349

 
(14,483
)
 
164,688

Total equity
 
19,371

 
16,875

 
30,490

 
(47,365
)
 
19,371

Total liabilities and equity
 
$
67,024

 
$
18,044

 
$
160,839

 
$
(61,848
)
 
$
184,059

(a)
Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.


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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2012 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating
adjustments
 
Ally
consolidated
Operating activities
 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
 
$
(104
)
 
$
34

 
$
5,339

 
$
(424
)
 
$
4,845

Investing activities
 
 
 
 
 
 
 
 
 
 
Purchases of available-for-sale securities
 

 

 
(9,592
)
 

 
(9,592
)
Proceeds from sales of available-for-sale securities
 

 

 
6,774

 

 
6,774

Proceeds from maturities of available-for-sale securities
 

 

 
4,940

 

 
4,940

Net (increase) decrease in finance receivables and loans
 
(1,857
)
 
84

 
(6,152
)
 

 
(7,925
)
Proceeds from sales of finance receivables and loans
 
352

 

 
1,977

 

 
2,329

Net decrease (increase) in loans — intercompany
 
1,989

 
227

 
281

 
(2,497
)
 

Net increase in operating lease assets
 
(928
)
 

 
(3,381
)
 

 
(4,309
)
Capital contributions to subsidiaries
 
(56
)
 

 

 
56

 

Returns of contributed capital
 
1,926

 

 

 
(1,926
)
 

Net cash effect from deconsolidation of ResCap
 

 

 
(539
)
 

 
(539
)
Proceeds from sale of business units, net
 
29

 

 
487

 

 
516

Other, net
 
(155
)
 
(20
)
 
250

 

 
75

Net cash provided by (used in) investing activities
 
1,300

 
291

 
(4,955
)
 
(4,367
)
 
(7,731
)
Financing activities
 
 
 
 
 
 
 
 
 
 
Net change in short-term borrowings — third party
 
336

 
1

 
(2,010
)
 

 
(1,673
)
Net increase in bank deposits
 

 

 
4,706

 
(33
)
 
4,673

Proceeds from issuance of long-term debt — third party
 
3,092

 

 
24,428

 

 
27,520

Repayments of long-term debt — third party
 
(3,392
)
 
(46
)
 
(19,470
)
 

 
(22,908
)
Net change in debt — intercompany
 
474

 
(281
)
 
(2,216
)
 
2,023

 

Dividends paid — third party
 
(601
)
 

 

 

 
(601
)
Dividends paid and returns of contributed capital — intercompany
 

 
(11
)
 
(2,339
)
 
2,350

 

Capital contributions from parent
 

 

 
56

 
(56
)
 

Other, net
 
(436
)
 

 
410

 

 
(26
)
Net cash (used in) provided by financing activities
 
(527
)
 
(337
)
 
3,565

 
4,284

 
6,985

Effect of exchange-rate changes on cash and cash equivalents
 
(53
)
 

 
52

 

 
(1
)
Net increase (decrease) in cash and cash equivalents
 
616

 
(12
)
 
4,001

 
(507
)
 
4,098

Adjustment for change in cash and cash equivalents of operations held-for-sale
 

 

 
24

 

 
24

Cash and cash equivalents at beginning of year
 
6,261

 
14

 
7,276

 
(516
)
 
13,035

Cash and cash equivalents at September 30,
 
$
6,877

 
$
2

 
$
11,301

 
$
(1,023
)
 
$
17,157


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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Nine months ended September 30, 2011 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating
adjustments
 
Ally
consolidated
Operating activities
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
2,767

 
$
220

 
$
4,002

 
$
(1,208
)
 
$
5,781

Investing activities
 
 
 
 
 
 
 
 
 

Purchases of available-for-sale securities
 

 

 
(15,020
)
 

 
(15,020
)
Proceeds from sales of available-for-sale securities
 
1,494

 

 
10,599

 

 
12,093

Proceeds from maturities of available-for-sale securities
 
1

 

 
3,724

 

 
3,725

Net (increase) decrease in finance receivables and loans
 
(3,030
)
 
57

 
(7,732
)
 

 
(10,705
)
Proceeds from sales of finance receivables and loans
 
1,346

 

 
1,522

 

 
2,868

Net decrease (increase) in loans — intercompany
 
4,225

 
(7
)
 
25

 
(4,243
)
 

Net decrease (increase) in operating lease assets
 
3,028

 

 
(3,498
)
 

 
(470
)
Capital contributions to subsidiaries
 
(1,339
)
 
(855
)
 

 
2,194

 

Returns of contributed capital
 
1,072

 

 

 
(1,072
)
 

Proceeds from sale of business units, net
 

 

 
50

 

 
50

Other, net
 
(251
)
 

 
884

 

 
633

Net cash provided by (used in) investing activities
 
6,546

 
(805
)
 
(9,446
)
 
(3,121
)
 
(6,826
)
Financing activities
 
 
 
 
 
 
 
 
 

Net change in short-term borrowings — third party
 
129

 
36

 
(1,428
)
 

 
(1,263
)
Net increase in bank deposits
 

 

 
4,454

 

 
4,454

Proceeds from issuance of long-term debt — third party
 
3,228

 
70

 
33,602

 

 
36,900

Repayments of long-term debt — third party
 
(8,415
)
 
(133
)
 
(26,028
)
 

 
(34,576
)
Net change in debt — intercompany
 
260

 
(25
)
 
(4,218
)
 
3,983

 

Dividends paid — third party
 
(619
)
 

 

 

 
(619
)
Dividends paid and returns of contributed capital — intercompany
 

 
(207
)
 
(2,073
)
 
2,280

 

Capital contributions from parent
 

 
855

 
1,339

 
(2,194
)
 

Other, net
 
363

 

 
599

 

 
962

Net cash (used in) provided by financing activities
 
(5,054
)
 
596

 
6,247

 
4,069

 
5,858

Effect of exchange-rate changes on cash and cash equivalents
 

 

 
(45
)
 

 
(45
)
Net increase in cash and cash equivalents
 
4,259

 
11

 
758

 
(260
)
 
4,768

Adjustment for change in cash and cash equivalents of operations held-for-sale
 

 

 
(36
)
 

 
(36
)
Cash and cash equivalents at beginning of year
 
4,665

 
1

 
7,508

 
(504
)
 
11,670

Cash and cash equivalents at September 30,
 
$
8,924

 
$
12

 
$
8,230

 
$
(764
)
 
$
16,402

25.    Contingencies and Other Risks
In the normal course of business, we enter into transactions that expose us to varying degrees of risk. For additional information on contingencies and other risks arising from such transactions, refer to Note 31 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
Mortgage-Related Matters
ResCap Bankruptcy Filing
As described in Note 1 to the Condensed Consolidated Financial Statements, on May 14, 2012, 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).
The contemplated Plan, a draft of which has been submitted to the Bankruptcy Court, is subject to negotiation with certain of the Debtors’ creditors (as directed by the Bankruptcy Court) and Bankruptcy Court approval. It is based on a settlement (the Settlement) that 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.
There can be no assurances that the Bankruptcy Court will confirm the Settlement or the Plan, and even if confirmed, the Settlement and Plan are each subject to several conditions, which may not occur. In particular, the Bankruptcy Court may not approve the proposed release of

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


all existing or potential ResCap-related causes of action against AFI held by third parties. The failure of the Plan being confirmed would result in modifications to the Plan, or the pursuit of an alternative form of reorganization or liquidation. This could result in delay and significant expense, and any modifications to the Plan or other alternative may be less favorable to AFI. If AFI does not receive the releases contemplated by the Plan, the Debtors and/or third party creditors are likely to assert substantial claims directly against AFI, which could have a material adverse impact on our results of operations, financial position or cash flows.
Based on our assessment of the effect of the deconsolidation of ResCap, obligations under the Plan, and other impacts related to the bankruptcy filing, we recorded a charge of $1.2 billion during the nine months ended September 30, 2012. Given the inherent uncertainty of the bankruptcy process, it is possible that this amount could be modified in the future.
Mortgage Settlements and Consent Order
On February 9, 2012, we announced that we had reached an agreement with respect to investigations into procedures followed by mortgage servicing companies and banks in connection with mortgage origination and servicing activities and foreclosure home sales and evictions (Mortgage Settlement). Further, as a result of an examination conducted by the FRB and FDIC, on April 13, 2011, we entered into a consent order (the Consent Order) with the FRB and the FDIC, that required, among other things, GMAC Mortgage, LLC to retain independent consultants to conduct a risk assessment related to mortgage servicing activities and, separately, to conduct a review of certain past residential mortgage foreclosure actions. The Debtors are primarily liable for all remaining obligations under both the Mortgage Settlement and Consent Order. AFI is secondarily liable for the specific performance of required actions, and is jointly and severally liable for certain financial obligations. As of September 30, 2012, the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases has filed objections to motions challenging the allocation of liability between AFI and the Debtors with respect to certain obligations under the Mortgage Settlement and the Consent Order.
Loan Repurchases and Obligations Related to Loan Sales
Representation and Warranty Obligation Reserve Methodology
A significant portion of our representation and warranty obligations were eliminated as a result of the deconsolidation of ResCap. Related to the deconsolidation of ResCap, we allocated a representation and warranty reserve to Ally Bank, which was $127 million at September 30, 2012 with respect to Ally Bank's sold and serviced loans. The current liability for representation and warranty obligations reflects management's best estimate of probable losses with respect to Ally Bank's mortgage loans sold to Freddie Mac and Fannie Mae. We considered historical and recent demand trends in establishing the reserve. The methodology used to estimate the reserve considers a variety of assumptions including borrower performance (both actual and estimated future defaults), repurchase demand behavior, historical loan defect experience, historical mortgage insurance rescission experience, and historical and estimated future loss experience, which includes projections of future home price changes as well as other qualitative factors including investor behavior. It is difficult to predict and estimate the level and timing of any potential future demands. In cases where we may not be able to reasonably estimate losses, a liability is not recognized. Management monitors the adequacy of the overall reserve and makes adjustments to the level of reserve, as necessary, after consideration of other qualitative factors including ongoing dialogue and experience with counterparties.
At the time a loan is sold, an estimate of the fair value of the liability is recorded and classified in accrued expenses and other liabilities on our Condensed Consolidated Balance Sheet and recorded as a component of gain (loss) on mortgage and automotive loans, net, in our Condensed Consolidated Statement of Comprehensive Income. We recognize changes in the liability when additional relevant information becomes available. Changes in the estimate are recorded as other operating expenses in our Condensed Consolidated Statement of Comprehensive Income. The repurchase reserve at September 30, 2012, relates exclusively to GSE exposure.
The following tables summarize the changes in our reserve for representation and warranty obligations.
Three months ended September 30, ($ in millions)
 
2012 (a)
 
2011
Balance at July 1,
 
$
124

 
$
829

Provision for mortgage representation and warranty expenses
 
 
 
 
Loan sales
 
3

 
5

Change in estimate — continuing operations
 
30

 
70

Total additions
 
33

 
75

Resolved claims (b)
 
(30
)
 
(78
)
Recoveries
 

 
3

Balance at September 30,
 
$
127

 
$
829

(a)
The balance is at Ally Bank as a result of the deconsolidation of ResCap. Refer to Note 1 for more information regarding the Debtors' Bankruptcy and the deconsolidation of ResCap.
(b)
Includes principal losses and accrued interest on repurchased loans, indemnification payments, and settlements with counterparties.

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Nine months ended September 30, ($ in millions)
 
2012 (a)
 
2011
Balance at January 1,
 
$
825

 
$
830

Provision for mortgage representation and warranty expenses
 
 
 
 
Loan sales
 
11

 
16

Change in estimate — continuing operations
 
67

 
280

Total additions
 
78

 
296

Resolved claims (b)
 
(117
)
 
(306
)
Recoveries
 
6

 
9

Deconsolidation of ResCap
 
(665
)
 

Balance at September 30,
 
$
127

 
$
829

(a)
The remaining balance is at Ally Bank as a result of the deconsolidation of ResCap. Refer to Note 1 for more information regarding the Debtors' Bankruptcy and the deconsolidation of ResCap.
(b)
Includes principal losses and accrued interest on repurchased loans, indemnification payments, and settlements with counterparties.
Legal Proceedings
We are subject to potential liability under various governmental proceedings, claims, and legal actions that are pending or otherwise asserted against us. We are named as defendants in a number of legal actions, and we are involved in governmental proceedings arising in connection with our respective businesses. Some of the pending actions purport to be class actions, and certain legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, it is generally very difficult to predict what the eventual outcome will be, and when the matter will be resolved. The actual costs of resolving legal claims may be higher or lower than any amounts reserved for the claims.
We have previously disclosed various litigation matters where certain of Ally's subsidiaries (including the Debtors (as defined above)) were named as defendants in cases relating to mortgage-backed securities and certain other mortgage-related matters. As a result of the bankruptcy filings, all litigation against the Debtors has been automatically stayed and will be resolved in the bankruptcy litigation out of the assets of the estate. Ally believes that it has no potential future liability with respect to any litigation claims pending solely against the Debtors.
Ally Financial Inc. and certain other Ally subsidiaries (excluding the Debtors) are also named as defendants in various cases relating to mortgage-backed securities and certain other mortgage-related matters. These cases include litigation with, among others, the following: Allstate; Assured Guaranty; the Federal Deposit Insurance Corporation; the Federal Housing Finance Agency (FHFA); the Federal Home Loan Banks of Indianapolis, Boston and Chicago; Huntington Bancshares; John Hancock; Massachusetts Mutual Life Insurance; MBIA; New Jersey Carpenters Health Fund; and the Financial Guaranty Insurance Company (collectively, the Remaining Cases). All but five of the Remaining Cases have been stayed through January 31, 2013, subject to permitting certain limited proceedings in some of the Remaining Cases. Pending cases that have not been stayed by the bankruptcy court include cases with the FDIC (three cases), FHFA (one case), and MBIA (one case). We believe that we have strong legal and factual defenses with respect to the Remaining Cases. As described earlier, the proposed bankruptcy Plan provides for a release of all existing and potential causes of action against Ally held by ResCap, and existing and potential ResCap-related causes of action against Ally held by third parties. These releases, if approved by the Bankruptcy Court, would result in Ally being released from any and all potential liability with respect to the Remaining Cases. If the Plan is not approved, or if a Plan is approved that does not include third-party releases, the Remaining Cases would proceed against the Ally defendants. If this occurred, we would vigorously defend them.
Regulatory Matters
We continue to respond to subpoenas and document requests from the U.S. Securities and Exchange Commission covering a wide range of mortgage related matters, including, among other things, various aspects of the process surrounding securitizations of residential mortgages.  It is possible that this could result in actions against us. 
Other Contingencies
We are subject to potential liability under various other exposures including tax, nonrecourse loans, self-insurance, and other miscellaneous contingencies. We establish reserves for these contingencies when the item becomes probable and the costs can be reasonably estimated. The actual costs of resolving these items may be substantially higher or lower than the amounts reserved for any one item. Based on information currently available, it is the opinion of management that the eventual outcome of these items will not have a material adverse impact on our results of operations, financial position, or cash flows.
26.    Subsequent Events
Declaration of Quarterly Dividend Payments
On October 4, 2012, the Ally Board of Directors declared quarterly dividend payments on certain outstanding preferred stock. This included a cash dividend of $1.125 per share, or a total of $134 million, on Fixed Rate Cumulative Mandatorily Convertible Preferred Stock,

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Notes to Condensed Consolidated Financial Statements (unaudited)
Ally Financial Inc. • Form 10-Q


Series F-2; a cash dividend of $17.50 per share, or a total of $45 million, on Fixed Rate Cumulative Perpetual Preferred Stock, Series G; and a cash dividend of $0.53 per share, or a total of $22 million, on Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A. The dividends are payable on November 15, 2012.

Defined Benefit Pension Plan Actions
GMAC Mortgage Group LLC, our wholly owned subsidiary, sponsors a defined benefit pension plan (the Pension Plan) for which the accrual of additional benefits were previously frozen. The Pension Plan primarily covers former employees of certain discontinued or non-core businesses of our Mortgage and Insurance operations. In October 2012, we entered into an agreement under which the Pension Plan purchased a group annuity contract from a third-party insurance company that requires the insurance company to pay and administer all future annuity payments to the current retiree population of the Pension Plan (retired as of September 1, 2012) beginning on January 1, 2013. Additionally, during the fourth quarter the Pension Plan is commencing a program to offer voluntary lump-sum distributions to terminated employees with vested benefits in the Pension Plan. We expect that all lump-sum distributions from the Pension Plan will be completed by December 31, 2012. In connection with these combined actions we expect to record a settlement loss of approximately $90 million to $120 million during the fourth quarter of 2012 due primarily to the immediate recognition of amounts currently classified as the defined benefit pension plan net actuarial losses component of Accumulated other comprehensive income. Accordingly, we do not expect the fourth quarter settlement loss to result in a material change to consolidated total equity. The ultimate amount of the settlement loss could differ from currently estimated amounts due to several factors including, for example, the lump-sum distribution election rate, a change in the discount rate, or significant gains or losses in trust assets prior to the date of accounting recognition.
Mexican Insurance Business Sale Agreement
On October 18, 2012, we announced that we had reached an agreement to sell our Mexican insurance business, ABA Seguros, to the ACE Group. The purchase price of $865 million in cash is at a premium to our book value. The book value of ABA Seguros was $429 million at September 30, 2012. Any gain on sale will be determined and recognized when the transaction closes. Completion of the transaction is subject to regulatory approvals and the satisfaction of other customary closing conditions. The transaction is expected to close during the first half of next year. 
Canadian Auto Finance Operation Sale Agreement
On October 23, 2012, we announced that we had reached an agreement to sell our Canadian auto finance operation, Ally Credit Canada Limited, and ResMor Trust to Royal Bank of Canada. Based on the third quarter total equity of the Canadian auto finance operation, Ally would receive approximately $4.1 billion in proceeds, which would be a premium to our book value. The book value of our Canadian auto finance operation was $3.5 billion at September 30, 2012. Any gain on sale will be determined and recognized when the transaction closes. The transaction is subject to regulatory approval and the satisfaction of other customary closing conditions. The transaction is expected to close in the first quarter of 2013.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Selected Financial Data
The selected historical financial information set forth below should be read in conjunction with Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations, our Condensed Consolidated Financial Statements, and the Notes to Condensed Consolidated Financial Statements. The historical financial information presented may not be indicative of our future performance.
The following table presents selected statement of income data.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Total financing revenue and other interest income
 
$
2,407

 
$
2,416

 
$
7,219

 
$
7,377

Interest expense
 
1,272

 
1,533

 
4,022

 
4,786

Depreciation expense on operating lease assets
 
358

 
276

 
969

 
722

Net financing revenue
 
777

 
607

 
2,228

 
1,869

Total other revenue
 
936

 
554

 
3,051

 
2,619

Total net revenue
 
1,713

 
1,161

 
5,279

 
4,488

Provision for loan losses
 
116

 
50

 
285

 
213

Total noninterest expense
 
1,114

 
1,217

 
4,994

 
4,091

Income (loss) from continuing operations before income tax expense
 
483

 
(106
)
 

 
184

Income tax expense from continuing operations
 
93

 
93

 
172

 
106

Net income (loss) from continuing operations
 
390

 
(199
)
 
(172
)
 
78

Loss from discontinued operations, net of tax
 
(6
)
 
(11
)
 
(32
)
 
(29
)
Net income (loss)
 
$
384

 
$
(210
)
 
$
(204
)
 
$
49

Basic and diluted earnings per common share:
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
142

 
$
(299
)
 
$
(581
)
 
$
(364
)
Net income (loss)
 
137

 
(307
)
 
(605
)
 
(386
)
Non-GAAP financial measures (a):
 
 
 
 
 
 
 
 
Net income (loss)
 
$
384

 
$
(210
)
 
$
(204
)
 
$
49

Add: Original issue discount amortization expense (b)
 
76

 
225

 
280

 
825

Add: Income tax expense from continuing operations
 
93

 
93

 
172

 
106

Less: Loss from discontinued operations, net of tax
 
(6
)
 
(11
)
 
(32
)
 
(29
)
Core pretax income (a)
 
$
559

 
$
119

 
$
280

 
$
1,009

(a)
Core pretax income is not a financial measure defined by accounting principles generally accepted in the United States of America (GAAP). We define core pretax income as earnings from continuing operations before income taxes, original issue discount amortization expense primarily associated with our 2008 bond exchange, and the gain on extinguishment of debt related to the 2008 bond exchange. We believe that the presentation of core pretax income is useful information for the users of our financial statements in understanding the earnings from our core businesses. In addition, core pretax income is the primary measure that management uses to assess the performance of our operations. We believe that core pretax income is a useful alternative measure of our ongoing profitability and performance, when viewed in conjunction with GAAP measures. The presentation of this additional information is not a substitute for net income determined in accordance with GAAP.
(b)
Primarily represents original issue discount amortization expense associated with the 2008 bond exchange, including accelerated amortization of $0 million and $50 million for the three months and nine months ended September 30, 2011, respectively, that was reported as a loss on extinguishment of debt in the Condensed Consolidated Statement of Comprehensive Income.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

The following table presents selected balance sheet and ratio data.
 
 
At and for the
three months ended 
September 30,
 
At and for the
nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Selected period-end balance sheet data:
 
 
 
 
 
 
 
 
Total assets
 
$
182,482

 
$
181,956

 
$
182,482

 
$
181,956

Long-term debt
 
$
93,028

 
$
90,546

 
$
93,028

 
$
90,546

Preferred stock/interests
 
$
6,940

 
$
6,940

 
$
6,940

 
$
6,940

Total equity
 
$
18,765

 
$
19,732

 
$
18,765

 
$
19,732

Financial ratios
 
 
 
 
 
 
 
 
Efficiency ratio (a)
 
65.03
%
 
104.82
 %
 
94.60
 %
 
91.15
%
Core efficiency ratio (a)
 
62.27
%
 
87.81
 %
 
89.84
 %
 
77.00
%
Return on assets
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
0.85
%
 
(0.43
)%
 
(0.13
)%
 
0.06
%
Net income (loss)
 
0.84
%
 
(0.45
)%
 
(0.15
)%
 
0.04
%
Core pretax income
 
1.22
%
 
0.25
 %
 
0.20
 %
 
0.75
%
Return on equity
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
8.38
%
 
(3.94
)%
 
(1.21
)%
 
0.51
%
Net income (loss)
 
8.25
%
 
(4.15
)%
 
(1.43
)%
 
0.32
%
Core pretax income
 
12.01
%
 
2.35
 %
 
1.97
 %
 
6.61
%
Equity to assets
 
10.15
%
 
10.79
 %
 
10.32
 %
 
11.37
%
Net interest spread (b)
 
1.46
%
 
1.04
 %
 
1.42
 %
 
1.09
%
Net interest spread excluding original issue discount (b)
 
1.71
%
 
1.73
 %
 
1.73
 %
 
1.91
%
Net yield on interest-earning assets (c)
 
1.88
%
 
1.50
 %
 
1.82
 %
 
1.60
%
Net yield on interest-earning assets excluding original issue discount (c)
 
2.06
%
 
2.06
 %
 
2.05
 %
 
2.27
%
Regulatory capital ratios
 
 
 
 
 
 
 
 
Tier 1 capital (to risk-weighted assets) (d)
 
13.64
%
 
14.34
 %
 
13.64
 %
 
14.34
%
Total risk-based capital (to risk-weighted assets) (e)
 
14.63
%
 
15.50
 %
 
14.63
 %
 
15.50
%
Tier 1 leverage (to adjusted quarterly average assets) (f)
 
11.29
%
 
11.61
 %
 
11.29
 %
 
11.61
%
Total equity
 
$
18,765

 
$
19,732

 
$
18,765

 
$
19,732

Goodwill and certain other intangibles
 
(497
)
 
(507
)
 
(497
)
 
(507
)
Unrealized gains and other adjustments
 
(308
)
 
(292
)
 
(308
)
 
(292
)
Trust preferred securities
 
2,543

 
2,542

 
2,543

 
2,542

Tier 1 capital (d)
 
20,503

 
21,475

 
20,503

 
21,475

Preferred equity
 
(6,940
)
 
(6,940
)
 
(6,940
)
 
(6,940
)
Trust preferred securities
 
(2,543
)
 
(2,542
)
 
(2,543
)
 
(2,542
)
Tier 1 common capital (non-GAAP) (g)
 
$
11,020

 
$
11,993

 
$
11,020

 
$
11,993

Risk-weighted assets (h)
 
$
150,295

 
$
149,713

 
$
150,295

 
$
149,713

Tier 1 common (to risk-weighted assets) (g)
 
7.33
%
 
8.01
 %
 
7.33
 %
 
8.01
%
(a)
The efficiency ratio equals total other noninterest expense divided by total net revenue. The core efficiency ratio equals total other noninterest expense divided by total net revenue excluding original issue discount amortization expense.
(b)
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities, excluding discontinued operations for the periods shown.
(c)
Net yield on interest-earning assets represents net financing revenue as a percentage of total interest-earning assets.
(d)
Tier 1 capital generally consists of common equity, minority interests, qualifying noncumulative preferred stock, and the fixed rate cumulative preferred stock sold to Treasury under TARP, less goodwill and other adjustments.
(e)
Total risk-based capital is the sum of Tier 1 and Tier 2 capital. Tier 2 capital generally consists of preferred stock not qualifying as Tier 1 capital, limited amounts of subordinated debt and the allowance for loan losses, and other adjustments. The amount of Tier 2 capital may not exceed the amount of Tier 1 capital.
(f)
Tier 1 leverage equals Tier 1 capital divided by adjusted quarterly average total assets (which reflects adjustments for disallowed goodwill and certain intangible assets). The minimum Tier 1 leverage ratio is 3% or 4% depending on factors specified in the regulations.
(g)
We define Tier 1 common as Tier 1 capital less noncommon elements, including qualifying perpetual preferred stock, minority interest in subsidiaries, trust preferred securities, and mandatorily convertible preferred securities. Ally considers various measures when evaluating capital utilization and adequacy, including the Tier 1 common equity ratio, in addition to capital ratios defined by banking regulators. This calculation is intended to complement the capital ratios defined by banking regulators for both absolute and comparative purposes. Because GAAP does not include capital ratio measures, Ally believes there are no comparable GAAP financial measures to these ratios. Tier 1 common equity is not formally defined by GAAP or codified in the federal banking regulations and, therefore, is considered to be a non-GAAP financial measure. Ally believes the Tier 1 common equity ratio is important because we believe analysts and banking regulators may assess our capital adequacy using this ratio. Additionally, presentation of this measure allows readers to compare certain aspects of our capital adequacy on the same basis to other companies in the industry.
(h)
Risk-weighted assets are defined by regulation and are determined by allocating assets and specified off-balance sheet financial instruments into several broad risk categories.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Overview
Ally Financial Inc. (formerly GMAC Inc.) 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.
Discontinued Operations
During 2011, we committed to sell certain operations of our International Automotive Finance operations, Insurance operations, and Mortgage operations, and have classified certain of these operations as discontinued. For all periods presented, all of the operating results for these operations were removed from continuing operations. Refer to Note 2 to the Condensed Consolidated Financial Statements for additional information regarding our discontinued operations.
Primary Lines of Business
Our primary lines of business are Global Automotive Services and Mortgage operations. The following table summarizes the operating results excluding discontinued operations of each line of business for the three months and nine months ended September 30, 2012 and 2011. Operating results for each of the lines of business are more fully described in the MD&A sections that follow.
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Total net revenue (loss)
 
 
 
 
 
 
 
 
 
 
 
 
Global Automotive Services
 
 
 
 
 
 
 
 
 
 
 
 
North American Automotive Finance operations
 
$
931

 
$
881

 
6
 
$
2,736

 
$
2,800

 
(2)
International Automotive Finance operations
 
219

 
228

 
(4)
 
679

 
680

 
Insurance operations
 
365

 
447

 
(18)
 
1,264

 
1,415

 
(11)
Mortgage operations
 
499

 
(24
)
 
n/m
 
1,504

 
780

 
93
Corporate and Other
 
(301
)
 
(371
)
 
19
 
(904
)
 
(1,187
)
 
24
Total
 
$
1,713

 
$
1,161

 
48
 
$
5,279

 
$
4,488

 
18
Income (loss) from continuing operations before income tax expense
 
 
 
 
 
 
 
 
 
 
 
 
Global Automotive Services
 
 
 
 
 
 
 
 
 
 
 
 
North American Automotive Finance operations
 
$
510

 
$
551

 
(7)
 
$
1,583

 
$
1,628

 
(3)
International Automotive Finance operations
 
69

 
89

 
(22)
 
186

 
189

 
(2)
Insurance operations
 
33

 
111

 
(70)
 
200

 
314

 
(36)
Mortgage operations
 
354

 
(409
)
 
187
 
569

 
(491
)
 
n/m
Corporate and Other
 
(483
)
 
(448
)
 
(8)
 
(2,538
)
 
(1,456
)
 
(74)
Total
 
$
483

 
$
(106
)
 
n/m
 
$

 
$
184

 
(100)
n/m = not meaningful
Our Global Automotive Services operations offer a wide range of financial services and products to retail automotive consumers and automotive dealerships. Our Global Automotive Services consist of three separate reportable segments — North American Automotive Finance operations, International Automotive Finance operations, and Insurance operations. On May 14, 2012, we announced that we have determined to explore strategic alternatives for all of our international operations. These international operations include automotive finance, insurance, and banking and deposit operations that operate within our North American Automotive Finance operations, International Automotive Finance operations, and Insurance operations operating segments. Since then, we have marketed and have received interest from a number of potential purchasers. As part of this initiative, on October 18, 2012 we announced that we reached an agreement to sell our Mexican insurance business, ABA Seguros, to the ACE Group. Further, on October 23, 2012, we announced that we reached an agreement to sell our Canadian auto finance operation, Ally Credit Canada Limited, and ResMor Trust to Royal Bank of Canada. Refer to Note 26 to the Condensed Consolidated Financial Statements for further information. We expect to continue to explore strategic alternatives for our remaining international operations. However, we can provide no assurances that we will enter into strategic transactions with respect to all or any portion of the balance of our international operations.
Our North American Automotive Finance operations include the automotive activities of Ally Bank and ResMor Trust. Our automotive finance services include acquiring or providing retail installment sales contracts, loans, and leases, offering term loans

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

to dealers, financing dealer floorplans and other lines of credit to dealers, fleet leasing, and vehicle remarketing services.
Our Insurance operations offer both consumer finance and insurance products sold primarily through the automotive dealer channel and commercial insurance products sold to dealers. As part of our focus on offering dealers a broad range of consumer finance and insurance products, we provide vehicle service contracts, and maintenance coverage.
Our International Automotive Finance operations primarily consist of entities that are under strategic review and non-core business activities including portfolios in run-off. These operations exist in Asia, Latin America and Europe.
On June 27, 2012, we announced that Mitsubishi Motors North America, Inc. has selected Ally as a preferred provider of leasing and financing.
On May 22, 2012, we announced that Forest River, Inc., a leading RV manufacturer, has selected Ally Financial as an additional provider for dealer inventory financing in the U.S. In addition, we will also offer dealer real estate and commercial loans, inventory insurance, remarketing services for RV trade-ins, and consumer financing to support new and used RV sales.
On April 25, 2012, Chrysler provided us with notification of nonrenewal for the existing agreement governing the exclusivity privileges related to certain of its retail financing subvention programs (for further discussion on our agreement, refer to our Annual Report on Form 10-K for the year ended December 31, 2011, Item 1, Business - Manufacturer Relationships). As a result of this notification, the agreement will expire on April 30, 2013. The nonrenewal of the existing contract does not preclude the two companies from continuing to work together in the future.
On March 22, 2012, we announced that MG Motor UK selected Ally as the preferred wholesale provider for dealerships in the United Kingdom. This agreement expands on the existing preferred retail financing relationship established in 2011.
Our remaining Mortgage operations are conducted through the mortgage operations of Ally Bank. Ally Bank holds and originates its held-for-investment mortgage loan portfolio (jumbo and prime conforming loans). In July 2012, Ally Bank decided to exit the warehouse lending business; and accordingly, is not taking on new warehouse lending clients. Ally Bank expects an orderly wind-down of these existing activities to conclude by the end of the year.
On October 26, 2012, Ally Bank announced that it has begun to explore strategic alternatives for its agency mortgage servicing rights (MSR) portfolio and its business lending operations. Refer to Note 1 to the Condensed Consolidated Financial Statements for more information regarding the announcement.
On May 14, 2012, 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. 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) reached an agreement with the Debtors and certain creditor constituencies on a prearranged Chapter 11 plan, at which point we deconsolidated ResCap. Refer to Note 1 to the Condensed Consolidated Financial Statements for more information regarding the Bankruptcy.
Corporate and Other primarily consists of our centralized corporate treasury and deposit gathering activities, such as management of the cash and corporate investment securities portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with new debt issuances and bond exchanges, most notably from the December 2008 bond exchange, and the residual impacts of our corporate funds-transfer pricing (FTP) and treasury asset liability management (ALM) activities. Corporate and Other also includes our Commercial Finance Group, certain equity investments, and reclassifications and eliminations between the reportable operating segments. Our Commercial Finance Group provides senior secured commercial-lending products to primarily U.S.-based middle market companies.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Consolidated Results of Operations
The following table summarizes our consolidated operating results excluding discontinued operations for the periods shown.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
2,407

 
$
2,416

 
 
$
7,219

 
$
7,377

 
(2)
Interest expense
 
1,272

 
1,533

 
17
 
4,022

 
4,786

 
16
Depreciation expense on operating lease assets
 
358

 
276

 
(30)
 
969

 
722

 
(34)
Net financing revenue
 
777

 
607

 
28
 
2,228

 
1,869

 
19
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Net servicing income (loss)
 
225

 
(136
)
 
n/m
 
687

 
370

 
86
Insurance premiums and service revenue earned
 
364

 
390

 
(7)
 
1,098

 
1,188

 
(8)
Gain on mortgage and automotive loans, net
 
141

 
95

 
48
 
401

 
301

 
33
Loss on extinguishment of debt
 

 

 
 

 
(64
)
 
100
Other (loss) gain on investments, net
 
(19
)
 
75

 
(125)
 
137

 
251

 
(45)
Other income, net of losses
 
225

 
130

 
73
 
728

 
573

 
27
Total other revenue
 
936

 
554

 
69
 
3,051

 
2,619

 
16
Total net revenue
 
1,713

 
1,161

 
48
 
5,279

 
4,488

 
18
Provision for loan losses
 
116

 
50

 
(132)
 
285

 
213

 
(34)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
344

 
293

 
(17)
 
1,208

 
1,132

 
(7)
Insurance losses and loss adjustment expenses
 
151

 
170

 
11
 
518

 
567

 
9
Other operating expenses
 
619

 
754

 
18
 
3,268

 
2,392

 
(37)
Total noninterest expense
 
1,114

 
1,217

 
8
 
4,994

 
4,091

 
(22)
Income from continuing operations before income tax expense
 
483

 
(106
)
 
n/m
 

 
184

 
(100)
Income tax expense from continuing operations
 
93

 
93

 
 
172

 
106

 
(62)
Net income (loss) from continuing operations
 
$
390

 
$
(199
)
 
n/m
 
$
(172
)
 
$
78

 
n/m
n/m = not meaningful
We earned net income from continuing operations of $390 million for the three months ended September 30, 2012, compared to a net loss from continuing operations of $199 million for the three months ended September 30, 2011, and a net loss from continuing operations of $172 million for the nine months ended September 30, 2012, compared to net income from continuing operations of $78 million for the nine months ended September 30, 2011. Net income from continuing operations for the three months ended September 30, 2012, was favorably impacted by our Mortgage Operations, primarily as a result of a more favorable servicing asset valuation, net of hedge, compared to the same period in 2011, higher fee income and net origination revenue related to increased consumer mortgage-lending production associated with government-sponsored refinancing programs, and higher net gains on the sale of mortgage loans. The increases were partially offset by lower gains on the sale of automotive loans and lower investment income due to impairment related to certain investment securities that we do not plan on holding to recovery. Net income from continuing operations for the nine months ended September 30, 2012, continue to be unfavorably impacted by a $1.2 billion charge related to the Debtors' Chapter 11 filing. Refer to Note 1 to the Condensed Consolidated Financial Statements for additional information related to ResCap. This charge was partially offset by lower original issue discount (OID) amortization expense related to bond maturities and normal monthly amortization and an increase in consumer automotive financing revenue related to strong loan origination volume.
Total financing revenue and other interest income decreased $9 million and $158 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases resulted primarily from the deconsolidation of ResCap effective May 14, 2012, which primarily impacted our Mortgage operations, as well as a lower average yield mix as higher rate Ally Bank mortgage loans run off. These declines were partially offset by an increase in consumer financing revenue at our North American Automotive operations driven primarily by an increase in consumer asset levels as a result of increased used vehicle automotive financing and higher automotive industry sales, as well as limited use of whole-loan sales as a funding source in recent periods. Additionally, we continue to prudently expand our nonprime origination volume.

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Ally Financial Inc. • Form 10-Q

Interest expense decreased 17% and 16% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. OID amortization expense decreased $149 million and $493 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, due to bond maturities and normal monthly amortization. Additionally, interest expense decreased at our Mortgage operations due to the deconsolidation of ResCap and lower funding costs.
Depreciation expense on operating lease assets increased 30% and 34% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to higher leasing volume and lower lease remarketing gains as a result of lower lease termination volume.
Net servicing income was $225 million and $687 million for the three months and nine months ended September 30, 2012, respectively, compared to a net servicing loss of $136 million and net servicing income of $370 million for the same periods in 2011. The increases were primarily due to strong performance of the derivative servicing hedge as compared to a less favorable hedge performance in 2011. These increases in 2012 were partially offset by lower servicing fees due to the deconsolidation of ResCap.
Insurance premiums and service revenue earned decreased 7% and 8% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to declining U.S. vehicle service contracts written between 2007 and 2009.
Gain on mortgage and automotive loans increased 48% and 33% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increases were primarily due to higher consumer mortgage lending-production and margins associated with government-sponsored refinancing programs, higher margins on warehouse and correspondent lending due to decreased competition and more selective originations from these channels, and improved gains on specified pooled loans.
Loss on extinguishment of debt decreased $64 million for the nine months ended September 30, 2012, compared to the same period in 2011. The activity in 2011 included $50 million of accelerated amortization of original issue discount related to the extinguishment of certain Ally debt for the nine months ended September 30, 2011.
Other (loss) gain on investments, net, decreased 125% and 45% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to the recognition of other than temporary impairment on certain equity securities and lower realized investment gains.
Other income, net of losses, increased 73% and 27% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increases were primarily due to higher fee income and net origination revenue related to increased consumer mortgage-lending production associated with government-sponsored refinancing programs and a decrease in fair value option election valuation losses related to the deconsolidation of ResCap, partially offset by lower remarketing fee income from our North American Automotive Finance operations driven by lower remarketing volumes through our proprietary SmartAuction platform.
The provision for loan losses was $116 million and $285 million for the three months and nine months ended September 30, 2012, respectively, compared to $50 million and $213 million for the same periods in 2011. The increase for the three months and nine months ended September 30, 2012, was driven primarily by higher receivables in the consumer and commercial automotive portfolios.
Compensation and benefits expense increased 17% and 7% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increases were primarily related to a decrease in incentive compensation in 2011 that did not recur in 2012, coupled with certain increases in incentive compensation in the current period. Additionally, the nine months ended September 30, 2012 expense increased due to a revaluation adjustment of our share-based compensation awards.
Insurance losses and loss adjustment expenses decreased 11% and 9% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were driven primarily by lower weather-related losses in the United States on our dealer inventory insurance products and lower non-weather related losses from our international businesses.
Other operating expenses decreased 18% and increased 37% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decrease for the three months ended September 30, 2012, was primarily driven by lower representation and warranty expense and compensation and benefits expense resulting from the deconsolidation of ResCap. The increase for the nine months ended September 30, 2012, was primarily due to a $1.2 billion charge related to the Debtors' Chapter 11 filing, regulatory penalties imposed in foreclosure-related matters of $90 million during the second quarter of 2012, and higher professional services expense, partially offset by lower mortgage representation and warranty expense related to the deconsolidation of ResCap and lower state and local non-income taxes.
Income tax expense from continuing operations was $93 million and $172 million for the three months and nine months ended September 30, 2012, respectively, compared to income tax expense of $93 million and $106 million for the same periods in 2011. The increase in income tax expense for the nine months ended September 30, 2012, compared to the same period in 2011, was due to a non-recurring 2011 benefit of $101 million stemming from the reversal of the valuation allowance on net deferred tax assets in one of our Canadian subsidiaries.
In calculating the provision for income taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. We have a full valuation allowance against our domestic net deferred tax assets and certain international net deferred tax assets. Accordingly, income tax expense is driven by foreign income taxes on pretax profits within our foreign operations and U.S. state income taxes in states where

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Ally Financial Inc. • Form 10-Q

profitable subsidiaries are required to file separately from other loss companies in the group or where the use of prior losses is restricted.
In October 2012, we entered into an agreement under which our defined benefit pension plan (the Pension Plan), primarily covering former employees of certain discontinued or non-core businesses of our Mortgage and Insurance operations, purchased a group annuity contract from a third-party insurance company that requires the insurance company to pay and administer all future annuity payments to the current retiree population of the Pension Plan (retired as of September 1, 2012) beginning on January 1, 2013. Additionally, during the fourth quarter the Pension Plan is commencing a program to offer voluntary lump-sum distributions to terminated employees with vested benefits in the Pension Plan. We expect that all lump-sum distributions from the Pension Plan will be completed by December 31, 2012. In connection with these combined actions we expect to record a settlement loss of approximately $90 million to $120 million during the fourth quarter of 2012. Refer to Note 26 to the Condensed Consolidated Financial Statements for more information.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Global Automotive Services
Results for Global Automotive Services are presented by reportable segment, which includes our North American Automotive Finance operations, our International Automotive Finance operations, and our Insurance operations.
Our Global Automotive Services operations offer a wide range of financial services and insurance products to retail automotive consumers and automotive dealerships. Our automotive finance services include acquiring or providing retail installment sales contracts, loans and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, fleet leasing, and vehicle remarketing services. We also are a leading provider of vehicle service contracts with mechanical breakdown and maintenance coverages, and we provide commercial insurance primarily covering dealers’ wholesale vehicle inventory.
North American Automotive Finance Operations
Results of Operations
The following table summarizes the operating results of our North American Automotive Finance operations for the periods shown. North American Automotive Finance operations consist of automotive financing in the United States and Canada and include the automotive activities of Ally Bank and ResMor Trust. The amounts presented are before the elimination of balances and transactions with our other reportable segments.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
$
825

 
$
718

 
15
 
$
2,398

 
$
2,092

 
15
Commercial
 
317

 
346

 
(8)
 
969

 
1,001

 
(3)
Loans held-for-sale
 
4

 

 
n/m
 
15

 

 
n/m
Operating leases
 
633

 
527

 
20
 
1,743

 
1,772

 
(2)
Other interest income
 
14

 
29

 
(52)
 
49

 
75

 
(35)
Total financing revenue and other interest income
 
1,793

 
1,620

 
11
 
5,174

 
4,940

 
5
Interest expense
 
582

 
590

 
1
 
1,745

 
1,776

 
2
Depreciation expense on operating lease assets
 
355

 
275

 
(29)
 
961

 
713

 
(35)
Net financing revenue
 
856

 
755

 
13
 
2,468

 
2,451

 
1
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
26

 
39

 
(33)
 
86

 
126

 
(32)
Gain on automotive loans, net
 
2

 
33

 
(94)
 
41

 
48

 
(15)
Other income
 
47

 
54

 
(13)
 
141

 
175

 
(19)
Total other revenue
 
75

 
126

 
(40)
 
268

 
349

 
(23)
Total net revenue
 
931

 
881

 
6
 
2,736

 
2,800

 
(2)
Provision for loan losses
 
102

 
25

 
n/m
 
196

 
126

 
(56)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
112

 
92

 
(22)
 
339

 
319

 
(6)
Other operating expenses
 
207

 
213

 
3
 
618

 
727

 
15
Total noninterest expense
 
319

 
305

 
(5)
 
957

 
1,046

 
9
Income before income tax expense
 
$
510

 
$
551

 
(7)
 
$
1,583

 
$
1,628

 
(3)
Total assets
 
$
106,909

 
$
90,532

 
18
 
$
106,909

 
$
90,532

 
18
Operating data
 
 
 
 
 
 
 
 
 
 
 
 
Retail originations
 
$
7,992

 
$
9,411

 
(15)
 
$
26,536

 
$
27,745

 
(4)
Lease originations
 
2,584

 
1,691

 
53
 
6,256

 
5,980

 
5
n/m = not meaningful
Our North American Automotive Finance operations earned income before income tax expense of $510 million and $1.6 billion for the three months and nine months ended September 30, 2012, respectively, compared to $551 million and $1.6 billion for the three months and nine months ended September 30, 2011, respectively. The decrease for the three months ended September 30, 2012 was primarily due to higher provision for loan losses, lower gains on the sale of automotive loans, and lower operating lease remarketing gains primarily due to lower lease terminations. These decreases were partially offset by higher consumer and lease revenue driven by growth in our retail

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automotive loan and lease portfolios. The decrease for the nine months ended September 30, 2012 was primarily due to higher provision for loan losses, lower operating lease remarketing gains primarily due to lower remarketing volume, lower servicing fees, and lower lease remarketing income. These decreases were partially offset by higher consumer revenue as a result of growth in the consumer portfolio due to increased automotive sales, and lower operating expenses.
Consumer financing revenue increased 15% for both the three months and nine months ended September 30, 2012, compared to the same periods in 2011. The increases were due to an increase in consumer asset levels as a result of strong used vehicle automotive financing volumes and higher automotive industry sales, as well as limited use of whole-loan sales as a funding source in recent periods. Additionally, we continue to prudently expand our nonprime origination volume. The increase in consumer revenue from volume was partially offset by lower yields as a result of the competitive market environment for automotive financing.
Commercial financing revenue decreased 8% and 3% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to lower yields as a result of competitive markets for automotive commercial financing, partially offset by higher commercial loan balances due to growth in our wholesale dealer floor plan and dealer loan portfolios.
Operating lease revenue increased 20% and decreased 2% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increase for the three months ended September 30, 2012 was primarily due to increased leasing volume.
Depreciation expense on operating lease assets increased 29% and 35% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to higher leasing volume and lower lease remarketing gains as a result of lower lease termination volume.
Servicing fee income decreased 33% and 32% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to lower levels of off-balance sheet serviced retail automotive loans.
Gains on the sale of automotive loans decreased $31 million and $7 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were driven by the sale of approximately $0.5 billion and $2.5 billion of retail automotive loans during the three months and nine months ended September 30, 2012, respectively, compared to approximately $1.5 billion and $2.8 billion for the same periods in 2011. While we continue to opportunistically utilize whole-loan and full securitization sales as a source of funding, we have primarily focused on securitization and deposit-based funding sources.
Other income decreased 13% and 19% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to lower remarketing fee income driven by lower remarketing volumes through our proprietary SmartAuction platform.
The provision for loan losses was $102 million and $196 million for the three months and nine months ended September 30, 2012, respectively, compared to $25 million and $126 million for the same periods in 2011. The increases for the three months and nine months ended September 30, 2012, were primarily due to continued growth in the consumer and commercial portfolios.
Other operating expenses decreased 3% and 15% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were primarily driven by favorable state and local tax expense, lower expense related to automotive manufacturer exclusivity arrangements, and lower costs associated with reduced lease termination volumes, including lower vehicle remarketing expenses.

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International Automotive Finance Operations
Results of Operations
The following table summarizes the operating results of our International Automotive Finance operations excluding discontinued operations for the periods shown. The amounts presented are before the elimination of balances and transactions with our other reportable segments and include eliminations of balances and transactions among our North American Automotive Finance operations and Insurance operations.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable) % change
 
2012
 
2011
 
Favorable/
(unfavorable) % change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
$
293

 
$
301

 
(3)
 
$
895

 
$
902

 
(1)
Commercial
 
77

 
111

 
(31)
 
260

 
326

 
(20)
Operating leases
 
6

 
3

 
100
 
15

 
11

 
36
Other interest income
 
20

 
23

 
(13)
 
52

 
72

 
(28)
Total financing revenue and other interest income
 
396

 
438

 
(10)
 
1,222

 
1,311

 
(7)
Interest expense
 
227

 
270

 
16
 
713

 
797

 
11
Depreciation expense on operating lease assets
 
3

 
1

 
n/m
 
8

 
9

 
11
Net financing revenue
 
166

 
167

 
(1)
 
501

 
505

 
(1)
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Other income
 
53

 
61

 
(13)
 
178

 
175

 
2
Total other revenue
 
53

 
61

 
(13)
 
178

 
175

 
2
Total net revenue
 
219

 
228

 
(4)
 
679

 
680

 
Provision for loan losses
 
13

 
(2
)
 
n/m
 
75

 
42

 
(79)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
42

 
44

 
5
 
129

 
132

 
2
Other operating expenses
 
95

 
97

 
2
 
289

 
317

 
9
Total noninterest expense
 
137

 
141

 
3
 
418

 
449

 
7
Income from continuing operations before
    income tax expense
 
$
69

 
$
89

 
(22)
 
$
186

 
$
189

 
(2)
Total assets
 
$
16,211

 
$
15,314

 
6
 
$
16,211

 
$
15,314

 
6
Operating data
 
 
 
 
 
 
 
 
 
 
 
 
Consumer originations (a) (b)
 
$
2,215

 
$
2,638

 
(16)
 
$
6,815

 
$
6,803

 
(a)
Represents consumer originations for continuing operations only.
(b)
Includes vehicles financed through our joint venture GMAC-SAIC, which is recorded as other income. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.
Our International Automotive Finance operations earned income from continuing operations before income tax expense of $69 million and $186 million for the three months and nine months ended September 30, 2012, respectively, compared to $89 million and $189 million for the three months and nine months ended September 30, 2011, respectively. The decreases were primarily due to higher provision for loan losses resulting from less favorable credit performance and unfavorable movements in foreign-currency exchange rates, partially offset by higher earning asset levels.
Total financing revenue and other interest income decreased $42 million and $89 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were primarily due to unfavorable movements in foreign-currency exchange rates, which were partially offset by stronger consumer originations, primarily in Brazil.
Interest expense decreased $43 million and $84 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to movements in foreign-currency exchange rates.
Other income decreased 13% for the three months ended September 30, 2012, compared to the same period in 2011, primarily due to a reduction in income on restricted cash in our Latin American operations.
The provision for loan losses increased $15 million and $33 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increase is related to favorable one-time reserve benefits in 2011, and economic

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stresses within certain areas of Latin America in 2012.
Other operating expenses decreased 2% and 9% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to movements in foreign-currency exchange rates.

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Automotive Financing Volume
Consumer Automotive Financing Volume
The following tables summarize our new and used vehicle consumer financing volume and our share of consumer sales.
 
 
Ally consumer automotive
financing volume
 
% Share of
consumer sales
Three months ended September 30, (units in thousands)
 
2012
 
2011
 
2012
 
2011
GM new vehicles
 
 
 
 
 
 
 
 
North America
 
165

 
172

 
30
 
33
International (excluding China) (a)
 
87

 
98

 
26
 
30
China (b)
 
43

 
37

 
13
 
12
Total GM new units financed
 
295

 
307

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
85

 
104

 
23
 
32
International (excluding China)
 

 

 
 
 
 
Total Chrysler new units financed
 
85

 
104

 
 
 
 
Other non-GM / Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
21

 
17

 
 
 
 
International (excluding China)
 
1

 
1

 
 
 
 
China (b)
 
33

 
26

 
 
 
 
Total other non-GM / Chrysler new units financed
 
55

 
44

 
 
 
 
Used vehicles
 
 
 
 
 
 
 
 
North America
 
117

 
119

 
 
 
 
International (excluding China)
 
12

 
11

 
 
 
 
China (b)
 
1

 

 
 
 
 
Total used units financed
 
130

 
130

 
 
 
 
Total consumer automotive financing volume
 
565

 
585

 
 
 
 
(a)
Excludes financing volume and GM consumer sales of discontinued operations, as well as GM consumer sales for other countries in which GM operates and in which we have no financing volume.
(b)
Represents vehicles financed through our joint venture GMAC-SAIC. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.

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Ally consumer automotive
financing volume
 
% Share of
consumer sales
Nine months ended September 30, (units in thousands)
 
2012
 
2011
 
2012
 
2011
GM new vehicles
 
 
 
 
 
 
 
 
North America
 
502

 
621

 
32
 
40
International (excluding China) (a)
 
286

 
257

 
29
 
27
China (b)
 
101

 
92

 
11
 
11
Total GM new units financed
 
889

 
970

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
263

 
257

 
25
 
30
International (excluding China)
 

 
1

 
 
 
 
Total Chrysler new units financed
 
263

 
258

 
 
 
 
Other non-GM / Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
66

 
52

 
 
 
 
International (excluding China)
 
3

 
2

 
 
 
 
China (b)
 
80

 
72

 
 
 
 
Total other non-GM / Chrysler new units financed
 
149

 
126

 
 
 
 
Used vehicles
 
 
 
 
 
 
 
 
North America
 
388

 
357

 
 
 
 
International (excluding China)
 
33

 
30

 
 
 
 
China (b)
 
1

 

 
 
 
 
Total used units financed
 
422

 
387

 
 
 
 
Total consumer automotive financing volume
 
1,723

 
1,741

 
 
 
 
(a)
Excludes financing volume and GM consumer sales of discontinued operations, as well as GM consumer sales for other countries in which GM operates and in which we have no financing volume.
(b)
Represents vehicles financed through our joint venture GMAC-SAIC. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.
Consumer automotive financing decreased during the three months and nine months ended September 30, 2012, compared to the same periods in 2011, primarily due to lower retail penetration at both GM and Chrysler in North America. The decreases were partially offset by higher GM International retail penetration during the nine months ended September 30, 2012. Additionally, increased non-GM/Chrysler and used volume during the nine months ended September 30, 2012, was the result of our continued strategic focus in these markets. The decrease in North American GM and Chrysler penetration was primarily due to increased competition as a result of improved economics of automotive financing products. The increases and favorable penetration levels in our International operations were primarily due to aggressive manufacturer marketing incentive programs coupled with existing Ally campaigns.

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Manufacturer Marketing Incentives
The following table presents the percentage of retail and lease contracts acquired by us that included rate support from GM.
Nine months ended September 30,
 
2012
 
2011
GM subvented volume in North America
 
 
 
 
As % of GM North American new retail and lease volume acquired by Ally
 
65
%
 
51
%
As % of total North American new and used retail and lease volume acquired by Ally
 
27
%
 
25
%
GM subvented International (excluding China) volume (a)
 
 
 
 
As % of GM International new retail and lease volume acquired by Ally
 
70
%
 
67
%
As % of total International new and used retail and lease volume acquired by Ally
 
62
%
 
60
%
GM subvented volume in China (b)
 
 
 
 
As % of GM China new retail and lease volume acquired by Ally
 
3
%
 
10
%
As % of total China new and used retail and lease volume acquired by Ally
 
2
%
 
6
%
(a)
Represents subvention for continuing operations only.
(b)
Represents vehicles financed through our joint venture GMAC-SAIC. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.
The following table presents the percentage of Chrysler subvented retail and lease volume acquired by Ally.
Nine months ended September 30,
 
2012
 
2011
Chrysler subvented volume in North America
 
 
 
 
As % of Chrysler North American new retail and lease volume acquired by Ally
 
51
%
 
53
%
As % of total North American new and used retail and lease volume acquired by Ally
 
11
%
 
11
%
During the nine months ended September 30, 2012, North American retail contracts acquired that included rate subvention from GM and Chrysler increased as a percentage of total new retail contracts acquired as compared to the same period in 2011 due to a change in the mix of manufacturer marketing incentives, with a shift to rate-based programs. International (excluding China) retail contracts acquired that included rate subvention increased as a result of aggressive GM campaigns in various international markets. Chinese retail contracts acquired that included rate subvention decreased as a result of GM providing less subvention to consumers, instead relying on dealers to do so.
For further discussion of manufacturing marketing incentives, refer to our Annual Report on Form 10-K for the year ended December 31, 2011, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Automotive Finance Operations.

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Commercial Wholesale Financing Volume
The following table summarizes the average balances of our commercial wholesale floorplan finance receivables of new and used vehicles and share of dealer inventory in markets where we operate.
 
 
Average balance
 
% Share of dealer inventory
Three months ended September 30, ($ in millions)
 
2012
 
2011
 
2012
 
2011
GM new vehicles
 
 
 
 
 
 
 
 
North America (a)
 
$
16,992

 
$
15,725

 
70
 
76
International (excluding China) (b) (c)
 
3,615

 
3,960

 
94
 
92
China (b) (d)
 
1,988

 
1,513

 
81
 
81
Total GM new vehicles financed
 
22,595

 
21,198

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
North America (a)
 
7,633

 
7,735

 
55
 
64
International (excluding China)
 
15

 
24

 
 
 
 
Total Chrysler new vehicles financed
 
7,648

 
7,759

 
 
 
 
Other non-GM / Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
2,439

 
1,920

 
 
 
 
International (excluding China)
 
57

 
121

 
 
 
 
China (d)
 
8

 

 
 
 
 
Total other non-GM / Chrysler new vehicles financed
 
2,504

 
2,041

 
 
 
 
Used vehicles
 
 
 
 
 
 
 
 
North America
 
3,146

 
3,194

 
 
 
 
International (excluding China)
 
185

 
164

 
 
 
 
Total used vehicles financed
 
3,331

 
3,358

 
 
 
 
Total commercial wholesale finance receivables
 
$
36,078

 
$
34,356

 
 
 
 
(a)
Share of dealer inventory based on a 4 month average of dealer inventory (excludes in-transit units).
(b)
Share of dealer inventory based on wholesale financing share of GM shipments.
(c)
Excludes commercial wholesale finance receivables and dealer inventory of discontinued and wind-down operations as well as dealer inventory for other countries in which GM operates and we had no commercial wholesale finance receivables.
(d)
Represents vehicles financed through our joint venture GMAC-SAIC. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.

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Average balance
 
% Share of dealer inventory
Nine months ended September 30, ($ in millions)
 
2012
 
2011
 
2012
 
2011
GM new vehicles
 
 
 
 
 
 
 
 
North America (a)
 
$
16,820

 
$
15,777

 
71
 
80
International (excluding China) (b) (c)
 
3,931

 
3,939

 
94
 
93
China (b) (d)
 
1,731

 
1,235

 
81
 
81
Total GM new vehicles financed
 
22,482

 
20,951

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
North America (a)
 
7,727

 
7,623

 
58
 
66
International (excluding China)
 
19

 
23

 
 
 
 
Total Chrysler new vehicles financed
 
7,746

 
7,646

 
 
 
 
Other non-GM / Chrysler new vehicles
 
 
 
 
 
 
 
 
North America
 
2,417

 
2,070

 
 
 
 
International (excluding China)
 
63

 
132

 
 
 
 
China (d)
 
7

 

 
 
 
 
Total other non-GM / Chrysler new vehicles financed
 
2,487

 
2,202

 
 
 
 
Used vehicles
 
 
 
 
 
 
 
 
North America
 
3,194

 
3,141

 
 
 
 
International (excluding China)
 
179

 
157

 
 
 
 
Total used vehicles financed
 
3,373

 
3,298

 
 
 
 
Total commercial wholesale finance receivables
 
$
36,088

 
$
34,097

 
 
 
 
(a)
Share of dealer inventory based on a 10 month average of dealer inventory (excludes in-transit units).
(b)
Share of dealer inventory based on wholesale financing share of GM shipments.
(c)
Excludes commercial wholesale finance receivables and dealer inventory of discontinued and wind-down operations as well as dealer inventory for other countries in which GM operates and we had no commercial wholesale finance receivables.
(d)
Represents vehicles financed through our joint venture GMAC-SAIC. We own 40% of GMAC-SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD.
Commercial wholesale financing average volume increased for the three months and nine months ended September 30, 2012, compared to the same periods in 2011, primarily due to growing dealer inventories required to support increasing global automobile sales. GM and Chrysler wholesale penetration in North America decreased for the three months and nine months ended September 30, 2012, compared to the same periods in 2011, due to increased competition in the wholesale marketplace.

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Insurance Operations
Results of Operations
The following table summarizes the operating results of our Insurance operations excluding discontinued operations for the periods shown. The amounts presented are before the elimination of balances and transactions with our other reportable segments.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Insurance premiums and other income
 
 
 
 
 
 
 
 
 
 
 
 
Insurance premiums and service revenue earned
 
$
364

 
$
387

 
(6)
 
$
1,094

 
$
1,175

 
(7)
Investment (loss) income
 
(12
)
 
44

 
(127)
 
117

 
193

 
(39)
Other income
 
13

 
16

 
(19)
 
53

 
47

 
13
Total insurance premiums and other income
 
365

 
447

 
(18)
 
1,264

 
1,415

 
(11)
Expense
 
 
 
 
 
 
 
 
 
 
 
 
Insurance losses and loss adjustment expenses
 
151

 
162

 
7
 
511

 
540

 
5
Acquisition and underwriting expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
23

 
19

 
(21)
 
72

 
70

 
(3)
Insurance commissions expense
 
111

 
120

 
8
 
338

 
365

 
7
Other expenses
 
47

 
35

 
(34)
 
143

 
126

 
(13)
Total acquisition and underwriting expense
 
181

 
174

 
(4)
 
553

 
561

 
1
Total expense
 
332

 
336

 
1
 
1,064

 
1,101

 
3
Income from continuing operations before income tax expense
 
$
33

 
$
111

 
(70)
 
$
200

 
$
314

 
(36)
Total assets
 
$
8,461

 
$
8,215

 
3
 
$
8,461

 
$
8,215

 
3
Insurance premiums and service revenue written
 
$
377

 
$
380

 
(1)
 
$
1,136

 
$
1,151

 
(1)
Combined ratio (a)
 
89.3
%
 
84.0
%
 
 
 
94.1
%
 
91.1
%
 
 
(a)
Management uses a combined ratio as a primary measure of underwriting profitability with its components measured using accounting principles generally accepted in the United States of America. Underwriting profitability is indicated by a combined ratio under 100% and is calculated as the sum of all incurred losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenues earned and other income.
Our Insurance operations earned income from continuing operations before income tax expense of $33 million and $200 million for the three months and nine months ended September 30, 2012, respectively, compared to $111 million and $314 million for the three months and nine months ended September 30, 2011, respectively. The decreases were primarily attributable to lower insurance premiums and service revenue earned from our U.S. vehicle service contracts and lower investment income primarily as a result of the recognition of other than temporary impairment of $56 million.
Insurance premiums and service revenue earned decreased 6% and 7% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011, primarily due to declining U.S. vehicle service contracts written between 2007 and 2009.
Investment income decreased $56 million and $76 million for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were primarily due to the recognition of other than temporary impairment of $56 million on certain equity securities and lower realized investment gains.
Other income totaled $13 million and $53 million for the three months and nine months ended September 30, 2012, respectively, compared to $16 million and $47 million for the three months and nine months ended September 30, 2011, respectively. The increase for the nine months ended September 30, 2012, was primarily due to a gain of $8 million on the sale of our Canadian personal lines business during the second quarter of 2012.
Insurance losses and loss adjustment expenses totaled $151 million and $511 million for the three months and nine months ended September 30, 2012, respectively, compared to $162 million and $540 million for the three months and nine months ended September 30, 2011, respectively. The decreases were driven primarily by lower weather-related losses in the United States on our dealer inventory insurance products and lower non-weather related losses from our international businesses.
Acquisition and underwriting expense increased 4% for the three months ended September 30, 2012, and decreased 1% for the nine months ended September 30, 2012, compared to the same periods in 2011. The increase for the three months ended September 30, 2012 was primarily due to a favorable foreign exchange impact in 2011 that did not recur in 2012. The decrease for the nine months ended September

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Ally Financial Inc. • Form 10-Q

30, 2012 was primarily a result of lower commission expense in our U.S. dealership-related products matching our decrease in earned premiums, primarily offset by a favorable foreign exchange impact in 2011 that did not recur in 2012, and increased technology expense.
The following table shows premium and service revenue written by insurance product.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Vehicle service contracts
 
 
 
 
 
 
 
 
New retail
 
$
106

 
$
101

 
$
309

 
$
284

Used retail
 
131

 
130

 
398

 
396

Reinsurance
 
(31
)
 
(24
)
 
(93
)
 
(73
)
Total vehicle service contracts
 
206

 
207

 
614

 
607

Wholesale
 
41

 
32

 
92

 
84

Other finance and insurance (a)
 
38

 
41

 
112

 
112

North American operations
 
285

 
280

 
818

 
803

International operations
 
92

 
100

 
318

 
348

Total
 
$
377

 
$
380

 
$
1,136

 
$
1,151

(a)
Other finance and insurance includes Guaranteed Automobile Protection (GAP) coverage, excess wear and tear, and other ancillary products.
Insurance premiums and service revenue written was $377 million and $1.1 billion for the three months and nine months ended September 30, 2012, respectively, compared to $380 million and $1.2 billion for the same periods in 2011. Insurance premiums and service revenue written decreased slightly due to lower volume in our international business partially offset by higher written premiums in our U.S. vehicle service contract products. Vehicle service contract revenue is earned over the life of the service contract on a basis proportionate to the anticipated cost pattern. Accordingly, the majority of earnings from vehicle service contracts written during the three months and nine months ended September 30, 2012, will be recognized as income in future periods.
Cash and Investments
A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue sources. We use these investments to satisfy our obligations related to future claims at the time these claims are settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these investments. The guidelines established by this committee reflect our risk tolerance, liquidity requirements, regulatory requirements, and rating agency considerations, among other factors.
The following table summarizes the composition of our Insurance operations cash and investment portfolio at fair value.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Cash
 
 
 
 
Noninterest-bearing cash
 
$
161

 
$
211

Interest-bearing cash
 
1,139

 
629

Total cash
 
1,300

 
840

Available-for-sale securities
 
 
 
 
Debt securities
 
 
 
 
U.S. Treasury and federal agencies
 
483

 
496

Foreign government
 
721

 
678

Mortgage-backed
 
686

 
590

Asset-backed
 
8

 
95

Corporate debt
 
1,405

 
1,491

Other debt
 
1

 
23

Total debt securities
 
3,304

 
3,373

Equity securities
 
1,066

 
1,054

Total available-for-sale securities
 
4,370

 
4,427

Total cash and securities
 
$
5,670

 
$
5,267


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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Mortgage Operations
Results of Operations
The following table summarizes the operating results for our Mortgage operations excluding discontinued operations for the periods shown. Our Mortgage operations include the ResCap legal entity (prior to its deconsolidation from Ally Financial as of May 14, 2012) and the mortgage operations of Ally Bank. Refer to Note 1 to the Condensed Consolidated Financial Statements for further details on ResCap. The amounts presented are before the elimination of balances and transactions with our other reportable segments.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
158

 
$
289

 
(45)
 
$
598

 
$
879

 
(32)
Interest expense
 
105

 
214

 
51
 
455

 
675

 
33
Net financing revenue
 
53

 
75

 
(29)
 
143

 
204

 
(30)
Servicing fees
 
65

 
296

 
(78)
 
531

 
907

 
(41)
Servicing asset valuation and hedge activities, net
 
134

 
(471
)
 
128
 
70

 
(663
)
 
111
Total servicing income, net
 
199

 
(175
)
 
n/m
 
601

 
244

 
146
Gain on mortgage loans, net
 
139

 
57

 
144
 
398

 
244

 
63
Other income, net of losses
 
108

 
19

 
n/m
 
362

 
88

 
n/m
Total other revenue (loss)
 
446

 
(99
)
 
n/m
 
1,361

 
576

 
136
Total net revenue (loss)
 
499

 
(24
)
 
n/m
 
1,504

 
780

 
93
Provision for loan losses
 
6

 
31

 
81
 
54

 
115

 
53
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
24

 
87

 
72
 
223

 
288

 
23
Representation and warranty expense
 
30

 
70

 
57
 
67

 
280

 
76
Other operating expenses
 
85

 
197

 
57
 
591

 
588

 
(1)
Total noninterest expense
 
139

 
354

 
61
 
881

 
1,156

 
24
Income (loss) from continuing operations before income tax expense
 
$
354

 
$
(409
)
 
187
 
$
569

 
$
(491
)
 
n/m
Total assets
 
$
17,004

 
$
35,502

 
(52)
 
$
17,004

 
$
35,502

 
(52)
n/m = not meaningful
Our Mortgage operations earned income from continuing operations before income tax expense of $354 million and $569 million for the three months and nine months ended September 30, 2012, respectively, compared to losses from continuing operations before income tax expense of $409 million and $491 million for the three months and nine months ended September 30, 2011, respectively. During 2011, we experienced an unfavorable servicing asset valuation, net of hedge that did not recur in 2012. Additionally, during 2012, we earned higher fee income and net origination revenue related to increased consumer mortgage-lending production associated with government-sponsored refinancing programs and higher net gains on the sale of mortgage loans. Additionally, we incurred lower representation and warranty expense and operating expenses resulting from the deconsolidation of ResCap during the second quarter of 2012. Refer to Note 1 to the Condensed Consolidated Financial Statements for further information regarding ResCap.
Net financing revenue was $53 million and $143 million for the three months and nine months ended September 30, 2012, respectively, compared to $75 million and $204 million for the same periods in 2011. The decreases in net financing revenue were primarily due to the deconsolidation of ResCap during the second quarter of 2012. Additionally, total financing revenue and other interest income decreased during both periods due to lower average yield mix as higher rate Ally Bank mortgage loans run off. Partially offsetting the decreases was lower interest expense related to lower funding costs.
Total servicing income, net was $199 million and $601 million for the three months and nine months ended September 30, 2012, respectively, compared to $(175) million and $244 million for the same periods in 2011. The increases were primarily due to strong performance of the derivative servicing hedge as compared to a less favorable hedge performance in 2011. The increases were partially offset by lower servicing fees due to the deconsolidation of ResCap.
The net gain on mortgage loans increased 144% and 63% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The increases were primarily due to higher consumer mortgage lending-production and margins associated with government-sponsored refinancing programs, higher margins on warehouse and correspondent lending due to decreased competition and more selective originations from these channels, and improved gains on specified pooled loans.

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Ally Financial Inc. • Form 10-Q

Other income, net of losses, was $108 million and $362 million for the three months and nine months ended September 30, 2012, respectively, compared to $19 million and $88 million for the same periods in 2011. The increases were primarily due to higher fee income and net origination revenue related to increased consumer mortgage lending-production associated with government-sponsored refinancing programs and a decrease in fair value option election valuation losses resulting from the deconsolidation of ResCap.
The provision for loan losses was $6 million and $54 million for the three months and nine months ended September 30, 2012, respectively, compared to $31 million and $115 million for the same periods in 2011. The decreases for the three months and nine months ended September 30, 2012, were primarily due to lower net charge-offs in 2012 due to the continued runoff of legacy mortgage assets and improvements in home prices.
Total noninterest expense decreased 61% and 24% for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decreases were primarily driven by lower representation and warranty expense and compensation and benefits expense resulting from the deconsolidation of ResCap. The decrease for the nine months ended September 30, 2012 was partially offset by regulatory penalties imposed in foreclosure-related matters of $90 million during the three months ended June 30, 2012.

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Ally Financial Inc. • Form 10-Q

Mortgage Loan Production and Servicing
Mortgage loan production was $8.2 billion and $22.7 billion for the three months and nine months ended September 30, 2012, compared to $16.0 billion and $40.7 billion for the same periods in 2011, respectively. Loan production decreased $7.8 billion, or 49%, and $18.0 billion, or 44%, for the three months and nine months ended September 30, 2012, compared to the same periods in 2011, respectively. The declines in loan production were largely driven by our reduced presence in the correspondent lending channel, partially offset by increased volume in our direct channels associated with government-sponsored refinancing programs.
The following tables summarize consumer mortgage loan production.
 
 
2012
 
2011
Three months ended September 30, ($ in millions)
 
Number of loans
 
Dollar amount of loans
 
Number of loans
 
Dollar amount of loans
Production by product type
 
 
 
 
 
 
 
 
Prime conforming
 
34,329

 
$
7,349

 
57,454

 
$
13,345

Prime nonconforming
 
651

 
533

 
560

 
468

Prime second-lien
 

 

 

 

Government
 
1,318

 
279

 
9,077

 
1,774

Nonprime
 

 

 

 

Total U.S. production by product type
 
36,298

 
8,161

 
67,091

 
15,587

International production
 

 

 
1,830

 
374

Total production by product type
 
36,298

 
$
8,161

 
68,921

 
$
15,961

U.S. production by channel
 
 
 
 
 
 
 
 
Direct lending
 
17,198

 
$
3,319

 
9,831

 
$
1,933

Correspondent lender and secondary market purchases
 
15,831

 
3,917

 
53,648

 
12,529

Mortgage brokers
 
3,269

 
925

 
3,612

 
1,125

Total U.S. production by channel
 
36,298

 
$
8,161

 
67,091

 
$
15,587

 
 
2012
 
2011
Nine months ended September 30, ($ in millions)
 
Number of loans
 
Dollar amount of loans
 
Number of loans
 
Dollar amount of loans
Production by product type
 
 
 
 
 
 
 
 
Prime conforming
 
89,016

 
$
18,869

 
149,526

 
$
33,858

Prime nonconforming
 
1,945

 
1,577

 
1,350

 
1,143

Prime second-lien
 

 

 

 

Government
 
10,373

 
2,254

 
24,317

 
4,777

Nonprime
 

 

 

 

Total U.S. production by product type
 
101,334

 
22,700

 
175,193

 
39,778

International production
 

 

 
4,668

 
969

Total production by product type
 
101,334

 
$
22,700

 
179,861

 
$
40,747

U.S. production by channel
 
 
 
 
 
 
 
 
Direct lending
 
50,963

 
$
10,212

 
24,620

 
$
4,763

Correspondent lender and secondary market purchases
 
41,258

 
9,998

 
143,893

 
33,017

Mortgage brokers
 
9,113

 
2,490

 
6,680

 
1,998

Total U.S. production by channel
 
101,334

 
$
22,700

 
175,193

 
$
39,778


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Ally Financial Inc. • Form 10-Q

As of September 30, 2012, all serviced mortgage assets are held by Ally Bank. ResCap was deconsolidated from Ally as of May 14, 2012. Refer to Note 1 to the Condensed Consolidated Financial Statements for further details on ResCap. The following table summarizes the primary mortgage loan-servicing portfolio.
($ in millions)
 
September 30, 2012
 
December 31, 2011
U.S. primary servicing portfolio
 
 
 
 
Prime conforming
 
$
119,947

 
$
226,239

Prime nonconforming
 
11,948

 
47,767

Prime second-lien
 
1,188

 
6,871

Government
 
25

 
49,027

Nonprime
 

 
20,753

International primary servicing portfolio
 

 
5,773

Total primary servicing portfolio (a)
 
$
133,108

 
$
356,430

(a)
Excludes loans for which we acted as a subservicer. Subserviced loans totaled $0 billion and $26.4 billion at September 30, 2012, and December 31, 2011, respectively.
For more information regarding our serviced mortgage assets, refer to Note 11 to the Condensed Consolidated Financial Statements.

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Ally Financial Inc. • Form 10-Q

Loans Outstanding
Consumer mortgage loans held-for-sale and consumer mortgage loans held-for-investment as of September 30, 2012, represent loans held by Ally Bank. ResCap was deconsolidated from Ally Financial as of May 14, 2012. Refer to Note 1 to the Condensed Consolidated Financial Statements for further details on ResCap.
Consumer mortgage loans held-for-sale were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Prime conforming
 
$
1,816

 
$
3,345

Prime nonconforming
 

 
571

Prime second-lien
 

 
545

Government (a)
 
17

 
3,294

Nonprime
 

 
561

International
 

 
17

Total (b)
 
1,833

 
8,333

Net premiums (discounts)
 
22

 
(221
)
Fair value option election adjustment
 
72

 
60

Lower-of-cost or fair value adjustment
 

 
(60
)
Total, net (c)
 
$
1,927

 
$
8,112

(a)
Includes loans subject to conditional repurchase options of $0 million and $2.3 billion sold to Ginnie Mae-guaranteed securitizations at September 30, 2012, and December 31, 2011, respectively. The corresponding liability is recorded in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.
(b)
Includes unpaid principal write-down of $0 million and $1.5 billion at September 30, 2012, and December 31, 2011, respectively. The amounts are write-downs taken upon the transfer of mortgage loans from held-for-investment to held-for-sale during the fourth quarter of 2009 and charge-offs taken in accordance with our charge-off policy.
(c)
Includes loans subject to conditional repurchase options of $0 million and $106 million sold to off-balance sheet private-label securitizations at September 30, 2012, and December 31, 2011, respectively. The corresponding liability is recorded in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.
Consumer mortgage loans held-for-investment were as follows.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Prime conforming
 
$
249

 
$
278

Prime nonconforming
 
8,305

 
8,069

Prime second-lien
 
1,188

 
2,200

Government
 

 

Nonprime
 

 
1,349

International
 

 
422

Total
 
9,742

 
12,318

Net premiums
 
47

 
38

Fair value option election adjustment
 
(3
)
 
(1,601
)
Allowance for loan losses
 
(447
)
 
(495
)
Total, net (a)
 
$
9,339

 
$
10,260

(a)
At September 30, 2012, and December 31, 2011, the carrying value of mortgage loans held-for-investment relating to securitization transactions accounted for as on-balance sheet securitizations and pledged as collateral totaled $0 million and $837 million, respectively. The investors in these on-balance sheet securitizations have no recourse to our other assets beyond the loans pledged as collateral other than market customary representation and warranty provisions.
Mortgage Related Matters
Refer to Note 25 to the Condensed Consolidated Financial Statements for information related to these matters.

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Ally Financial Inc. • Form 10-Q

Corporate and Other
The following table summarizes the activities of Corporate and Other excluding discontinued operations for the periods shown. Corporate and Other primarily consists of our centralized corporate treasury and deposit gathering activities, such as management of the cash and corporate investment securities portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with new debt issuances and bond exchanges, most notably from the December 2008 bond exchange, and the residual impacts of our corporate funds-transfer pricing and treasury ALM activities. Corporate and Other also includes our Commercial Finance Group, certain equity investments, and reclassifications and eliminations between the reportable operating segments.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
 
2012
 
2011
 
Favorable/
(unfavorable)
% change
Net financing loss
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
20

 
$
26

 
(23)
 
$
101

 
$
114

 
(11)
Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
Original issue discount amortization
 
79

 
228

 
65
 
291

 
784

 
63
Other interest expense
 
261

 
209

 
(25)
 
759

 
689

 
(10)
Total interest expense
 
340

 
437

 
22
 
1,050

 
1,473

 
29
Net financing loss
 
(320
)
 
(411
)
 
22
 
(949
)
 
(1,359
)
 
30
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 

 

 
 

 
(64
)
 
100
Other gain on investments, net
 
11

 
48

 
(77)
 
71

 
113

 
(37)
Other income, net of losses
 
8

 
(8
)
 
n/m
 
(26
)
 
123

 
(121)
Total other revenue
 
19

 
40

 
(53)
 
45

 
172

 
(74)
Total net loss
 
(301
)
 
(371
)
 
19
 
(904
)
 
(1,187
)
 
24
Provision for loan losses
 
(5
)
 
(4
)
 
25
 
(40
)
 
(70
)
 
(43)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
143

 
51

 
(180)
 
445

 
323

 
(38)
Other operating expense (a)
 
44

 
30

 
(47)
 
1,229

 
16

 
n/m
Total noninterest expense
 
187

 
81

 
(131)
 
1,674

 
339

 
n/m
Loss from continuing operations before income tax expense
 
$
(483
)
 
$
(448
)
 
(8)
 
$
(2,538
)
 
$
(1,456
)
 
(74)
Total assets
 
$
33,897

 
$
32,393

 
5
 
$
33,897

 
$
32,393

 
5
n/m = not meaningful
(a)
Includes a reduction of $148 million and $534 million for the three months and nine months ended September 30, 2012, respectively, and $172 million and $580 million for the three months and nine months ended September 30, 2011, respectively, related to the allocation of corporate overhead expenses to other segments. The receiving segments record their allocation of corporate overhead expense within other operating expense.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

The following table summarizes the components of net financing losses for Corporate and Other.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Original issue discount amortization
 
 
 
 
 
 
 
 
2008 bond exchange amortization
 
$
(72
)
 
$
(219
)
 
$
(267
)
 
$
(753
)
Other debt issuance discount amortization
 
(7
)
 
(9
)
 
(24
)
 
(31
)
Total original issue discount amortization (a)
 
(79
)
 
(228
)
 
(291
)
 
(784
)
Net impact of the funds transfer pricing methodology
 
 
 
 
 
 
 
 
Cost of liquidity
 
(180
)
 
(180
)
 
(506
)
 
(531
)
Funds-transfer pricing / cost of funds mismatch
 
(132
)
 
(70
)
 
(376
)
 
(255
)
Benefit of net non-earning assets
 
55

 
45

 
170

 
132

Total net impact of the funds transfer pricing methodology
 
(257
)
 
(205
)
 
(712
)
 
(654
)
Other (including Commercial Finance Group net financing revenue)
 
16

 
22

 
54

 
79

Total net financing losses for Corporate and Other
 
$
(320
)
 
$
(411
)
 
$
(949
)
 
$
(1,359
)
Outstanding original issue discount balance
 
$
1,896

 
$
2,334

 
$
1,896

 
$
2,334

(a)
Amortization is included as interest on long-term debt in the Condensed Consolidated Statement of Comprehensive Income.
The following table presents the scheduled remaining amortization of the original issue discount at September 30, 2012.
Year ended December 31, ($ in millions)
 
2012 (a)
 
2013
 
2014
 
2015
 
2016
 
2017 and
thereafter (b)
 
Total
Original issue discount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
$
1,837

 
$
1,577

 
$
1,390

 
$
1,335

 
$
1,272

 
$

 
 
Total amortization (c)
 
59

 
260

 
187

 
55

 
63

 
1,272

 
$
1,896

2008 bond exchange amortization (d)
 
53

 
241

 
166

 
43

 
53

 
1,125

 
1,681

(a)
Represents the remaining future original issue discount amortization expense to be recorded during 2012.
(b)
The maximum annual scheduled amortization for any individual year is $158 million in 2030 of which $152 million is related to 2008 bond exchange amortization.
(c)
The amortization is included as interest on long-term debt on the Condensed Consolidated Statement of Comprehensive Income.
(d)
2008 bond exchange amortization is included in total amortization.
Loss from continuing operations before income tax expense for Corporate and Other was $483 million and $2.5 billion for the three months and nine months ended September 30, 2012, respectively, compared to $448 million and $1.5 billion for the three months and nine months ended September 30, 2011, respectively. Corporate and Other’s loss from continuing operations before income tax expense is driven by net financing losses, which primarily represents original issue discount amortization expense and the net impact of our FTP methodology, which includes the unallocated cost of maintaining our liquidity and investment portfolios and other unassigned funding costs and unassigned equity.
The higher loss from continuing operations before income tax expense for the three months ended September 30, 2012 was primarily due to an increase in compensation and benefits expense relating primarily to a decrease in incentive compensation in 2011 that did not recur in 2012, coupled with certain increases in incentive compensation in the current period. The higher loss from continuing operations before income tax expense for the nine months ended September 30, 2012 was primarily due to a $1.2 billion charge related to the Debtors' Chapter 11 filing. Refer to Note 1 to the Condensed Consolidated Financial Statements for additional information related to ResCap. Additionally, the higher losses for the nine months ended September 30, 2012, were impacted by the absence of a $121 million gain on the early settlement of a loss holdback provision related to certain historical automotive whole-loan forward flow agreements recognized during 2011. Partially offsetting the higher losses for the three months and nine months ended September 30, 2012 were decreases in OID amortization expense related to bond maturities and normal monthly amortization. Additionally, we incurred no accelerated amortization of OID for the nine months ended September 30, 2012, compared to $50 million for the nine months ended September 30, 2011.
Corporate and Other also includes the results of our Commercial Finance Group. Our Commercial Finance Group earned income from continuing operations before income tax expense of $7 million and $71 million for the three months and nine months ended September 30, 2012, respectively, compared to $24 million and $157 million for the three months and nine months ended September 30, 2011, respectively. The decrease was primarily related to several non-recurring items in 2011, as well as higher reserve recapture during 2011.

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Ally Financial Inc. • Form 10-Q

Cash and Securities
The following table summarizes the composition of the cash and securities portfolio held at fair value by Corporate and Other.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Cash
 
 
 
 
Noninterest-bearing cash
 
$
1,139

 
$
1,768

Interest-bearing cash
 
14,688

 
9,781

Total cash
 
15,827

 
11,549

Trading securities
 
 
 
 
Mortgage-backed
 

 
589

Total trading securities
 

 
589

Available-for-sale securities
 
 
 
 
Debt securities
 
 
 
 
U.S. Treasury and federal agencies
 
875

 
1,051

U.S. states and political subdivisions
 

 
1

Foreign government
 
99

 
106

Mortgage-backed
 
5,688

 
6,722

Asset-backed
 
2,403

 
2,520

Other debt (a)
 
331

 
305

Total debt securities
 
9,396

 
10,705

Equity securities
 
4

 
4

Total available-for-sale securities
 
9,400

 
10,709

Total cash and securities
 
$
25,227

 
$
22,847

(a)
Includes intersegment eliminations.

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Risk Management
Managing the risk to reward trade-off is a fundamental component of operating our businesses. Our risk management process is overseen by the Ally Board of Directors (the Board), various risk committees, and the executive leadership team. The Board sets the risk appetite across our company while the risk committees and executive leadership team identify and monitor potential risks and manage the risk to be within our risk appetite. Ally's primary risks include credit, market, lease residual, operational, liquidity, country, and legal and compliance risk. For more information on our risk management process, refer to the Risk Management MD&A section of our 2011 Annual Report on Form 10-K.
Loan and Lease Exposure
The following table summarizes the exposures from our loan and lease activities.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Finance receivables and loans
 
 
 
 
Global Automotive Services
 
$
108,200

 
$
100,734

Mortgage operations
 
10,473

 
12,753

Corporate and Other
 
2,586

 
1,268

Total finance receivables and loans
 
121,259

 
114,755

Held-for-sale loans
 
 
 
 
Global Automotive Services
 

 
425

Mortgage operations
 
1,927

 
8,112

Corporate and Other
 
10

 
20

Total held-for-sale loans
 
1,937

 
8,557

Total on-balance sheet loans
 
$
123,196

 
$
123,312

Off-balance sheet securitized loans
 
 
 
 
Global Automotive Services
 
$
1,659

 
$

Mortgage operations
 
122,892

 
326,975

Corporate and Other
 

 

Total off-balance sheet securitized loans
 
$
124,551

 
$
326,975

Operating lease assets
 
 
 
 
Global Automotive Services
 
$
12,708

 
$
9,275

Mortgage operations
 

 

Corporate and Other
 

 

Total operating lease assets
 
$
12,708

 
$
9,275

Serviced loans and leases
 
 
 
 
Global Automotive Services
 
$
130,466

 
$
122,881

Mortgage operations (a)
 
133,108

 
356,430

Corporate and Other
 
1,486

 
1,762

Total serviced loans and leases
 
$
265,060

 
$
481,073

(a)
Includes primary mortgage loan-servicing portfolio only.
The risks inherent in our loan and lease exposures are largely driven by changes in the overall economy, used vehicle and housing pricing, unemployment levels, and their impact to our borrowers. The potential financial statement impact of these exposures varies depending on the accounting classification and future expected disposition strategy. We retain the majority of our automobile loans as they complement our core business model, but we do sell loans from time to time on an opportunistic basis. We primarily originate mortgage loans with the intent to sell them and, as such, retain only a small percentage of the loans that we originate or purchase. Loans that we do not intend to retain are sold to investors, primarily securitizations guaranteed by GSEs. However, we may retain an interest or right to service these loans. We ultimately manage the associated risks based on the underlying economics of the exposure.
Credit Risk Management
Credit risk is defined as the potential failure to receive payments when due from a borrower in accordance with contractual obligations. Therefore, credit risk is a major source of potential economic loss to us. To mitigate the risk, we have implemented specific processes across all lines of business utilizing both qualitative and quantitative analyses. Credit risk is monitored by global and line of business committees and the Risk organization. Together they oversee aspects of the credit decisioning and management processes and monitor that credit risk exposures are managed in a safe-and-sound manner and are within our risk appetite. In addition, our Global Loan Review Group provides an

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independent assessment of the quality of our credit portfolios and credit risk management practices, and directly reports its findings to the Risk and Compliance Committee of the Board on a recurring basis.
We have policies and practices that reflect our commitment to maintain an independent and ongoing assessment of credit risk and quality. Our policies require an objective and timely assessment of the overall quality of the consumer and commercial loan and lease portfolios. This includes the identification of relevant trends that affect the collectability of the portfolios, segments of the portfolios that are potential problem areas, loans and leases with potential credit weaknesses, and assessment of the adequacy of internal credit risk policies and procedures to monitor compliance with relevant laws and regulations. In addition, we maintain limits and underwriting guidelines that reflect our risk appetite.
We manage credit risk based on the risk profile of the borrower, the source of repayment, the underlying collateral, and current market conditions. Our business is primarily focused on consumer automobile loans and leases and mortgage loans in addition to automobile-related commercial lending. We monitor the credit risk profile of individual borrowers and the aggregate portfolio of borrowers either within a designated geographic region or a particular product or industry segment. To mitigate risk concentrations, we may take part in loan sales and syndications.
Additionally, we have implemented numerous initiatives in an effort to mitigate loss and provide ongoing support to customers in financial distress. For automobile loans, we offer several types of assistance to aid our customers. Loss mitigation includes changing the maturity date, extending payments, and rewriting the loan terms. We have implemented these actions with the intent to provide the borrower with additional options in lieu of repossessing their vehicle. For mortgage loans, as part of our participation in certain governmental programs, we offer mortgage loan modifications to qualified borrowers. Numerous initiatives, such as the Home Affordable Modification Program (HAMP) are in place to provide support to our mortgage customers in financial distress, including principal forgiveness, maturity extensions, delinquent interest capitalization, and changes to contractual interest rates.
During the first nine months of 2012, the U.S. economy continued to expand and the labor market recovered further, but at a slow pace. Within the U.S. automotive portfolio, encouraging trends include seasonally adjusted and annualized industry new vehicle sales above 14 million and strong used vehicles sales. Additionally, the housing market continues to show signs of a recovery with home prices increasing on a year-to-year basis and sales increasing at the fastest pace since before the recession. However, we continue to be cautious with the outlook due to weak global economic growth and pending changes in the U.S. tax policy and federal government spending set to potentially take effect in 2013.
On-balance Sheet Portfolio
Our on-balance sheet portfolio includes both finance receivables and loans and held-for-sale loans. At September 30, 2012, this primarily included $108.2 billion of automobile finance receivables and loans and $12.4 billion of mortgage finance receivables and loans. Within our on-balance sheet portfolio, we sometimes elect to account for certain mortgage loans at fair value. The valuation allowance recorded on fair value-elected loans is separate from the allowance for loan losses. Changes in the fair value of loans are classified as gain on mortgage and automotive loans, net, in the Condensed Consolidated Statement of Comprehensive Income.
During the nine months ended September 30, 2012, we further executed on our strategy of discontinuing and selling or liquidating nonstrategic operations. Refer to Note 2 to the Condensed Consolidated Financial Statements for additional information.

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The following table presents our total on-balance sheet consumer and commercial finance receivables and loans reported at carrying value before allowance for loan losses.
 
 
Outstanding
 
Nonperforming (a)
 
Accruing past due 90 days or more (b)
($ in millions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans at historical cost
 
$
80,634

 
$
73,452

 
$
784

 
$
567

 
$
3

 
$
4

Loans at fair value
 

 
835

 

 
210

 

 

Total finance receivables and loans
 
80,634

 
74,287

 
784

 
777

 
3

 
4

Loans held-for-sale
 
1,927

 
8,537

 
17

 
2,820

 

 
73

Total consumer loans
 
82,561

 
82,824

 
801

 
3,597

 
3

 
77

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans at historical cost
 
40,625

 
40,468

 
346

 
339

 

 

Loans at fair value
 

 

 

 

 

 

Total finance receivables and loans
 
40,625

 
40,468

 
346

 
339

 

 

Loans held-for-sale
 
10

 
20

 

 

 

 

Total commercial loans
 
40,635

 
40,488

 
346

 
339

 

 

Total on-balance sheet loans
 
$
123,196

 
$
123,312

 
$
1,147

 
$
3,936

 
$
3

 
$
77

(a)
Includes nonaccrual troubled debt restructured loans of $388 million and $934 million at September 30, 2012, and December 31, 2011, respectively.
(b)
Generally, loans that are 90 days past due and still accruing represent loans with government guarantees. This includes no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2012 and $42 million at December 31, 2011.
Total on-balance sheet loans outstanding at September 30, 2012, decreased $116 million to $123.2 billion from December 31, 2011 reflecting a decrease of $263 million in the consumer portfolio and an increase of $147 million in the commercial portfolio. The decrease in total on-balance sheet loans outstanding was primarily driven by the deconsolidation of ResCap, partially offset by automobile originations which outpaced portfolio runoff. Refer to Note 1 to the Condensed Consolidated Financial Statements for additional information related to ResCap.
The total TDRs outstanding at September 30, 2012, decreased $1.0 billion to $900 million from December 31, 2011, due to the deconsolidation of ResCap.
During the third quarter of 2012, the Office of the Comptroller of the Currency (OCC) advised the Banks for which they serve as the primary bank regulatory agency that certain loans that are current, have been discharged in a Chapter 7 Bankruptcy and have not been reaffirmed by the borrower should be accounted for as TDRs and written down to collateral value regardless of their current payment history and expected continued performance. The OCC is not our primary regulator, and our primary regulator has not provided similar guidance. It is expected that all of the banking regulators will be evaluating this issue in the fourth quarter of 2012, and as a result, it is possible that we may have to classify loans that meet this criteria as TDRs, write down those assets, and show increased charge offs and provision for loan and lease losses during the fourth quarter of 2012. The potential write down to the collateral value for a portion of these assets has already been considered in our allowance for loan and lease losses recorded at September 30, 2012. The impact of any potential change is not expected to have a material adverse affect on our consolidated financial condition or results of operations.
Total nonperforming loans at September 30, 2012, decreased $2.8 billion to $1.1 billion from December 31, 2011, reflecting a decrease of $2.8 billion of consumer nonperforming loans and an increase of $7 million of commercial nonperforming loans. The decrease in total nonperforming loans from December 31, 2011, was primarily due to the deconsolidation of ResCap.

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The following table includes consumer and commercial net charge-offs from finance receivables and loans at historical cost and related ratios reported at carrying value before allowance for loan losses.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
Net charge-offs (recoveries)
 
Net charge-off ratios (a)
 
Net charge-offs (recoveries)
 
Net charge-off ratios (a)
($ in millions)
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans at historical cost
 
$
127

 
$
122

 
0.6
%
 
0.7
%
 
$
351

 
$
395

 
0.6
 %
 
0.8
%
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans at historical cost
 
(2
)
 
1

 

 

 
(31
)
 
38

 
(0.1
)
 
0.1

Total finance receivables and loans at historical cost
 
$
125

 
$
123

 
0.4

 
0.5

 
$
320

 
$
433

 
0.4

 
0.5

(a)
Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the year for each loan category.
Net charge-offs were $125 million and $320 million for the three months and nine months ended September 30, 2012, respectively, compared to $123 million and $433 million for the three months and nine months ended September 30, 2011, respectively. The increase in net charge-offs for the three months ended September 30, 2012, was primarily due to higher outstandings in the consumer portfolio as the net charge-off rate remained flat. The decrease in net charge-offs for the nine months ended September 30, 2012, was largely due to recoveries in the commercial portfolio. Loans held-for-sale are accounted for at the lower-of-cost or fair value, and therefore we do not record charge-offs.
The Consumer Credit Portfolio and Commercial Credit Portfolio discussions that follow relate to consumer and commercial finance receivables and loans recorded at historical cost. Finance receivables and loans recorded at historical cost have an associated allowance for loan losses. Finance receivables and loans measured at fair value were excluded from these discussions since those exposures are not accounted for within our allowance for loan losses.
Consumer Credit Portfolio
During the three months and nine months ended September 30, 2012, the credit performance of the consumer portfolio remained strong as our charge-off rate moderately improved. For information on our consumer credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
The following table includes consumer finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses.
 
 
Outstanding
 
Nonperforming (a)
 
Accruing past due 90 days or more (b)
($ in millions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
52,434

 
$
46,576

 
$
196

 
$
139

 
$

 
$

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
7,070

 
6,867

 
444

 
258

 
1

 
1

Home equity
 
2,717

 
3,102

 
36

 
58

 

 

Total domestic
 
62,221

 
56,545

 
676

 
455

 
1

 
1

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
18,413

 
16,883

 
108

 
89

 
2

 
3

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 

 
24

 

 
23

 

 

Home equity
 

 

 

 

 

 

Total foreign
 
18,413

 
16,907

 
108

 
112

 
2

 
3

Total consumer finance receivables and loans
 
$
80,634

 
$
73,452

 
$
784

 
$
567

 
$
3

 
$
4

(a)
Includes nonaccrual troubled debt restructured loans of $341 million and $180 million at September 30, 2012, and December 31, 2011, respectively.
(b)
There were no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2012, and December 31, 2011.
Total consumer outstanding finance receivables and loans increased $7.2 billion at September 30, 2012 compared with December 31, 2011. This increase was driven by automobile consumer loan originations, which outpaced portfolio runoff, primarily due to increased

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industry sales and growth in used and non-GM/Chrysler originations. Additionally, we continued to prudently expand our nonprime originations.
Total consumer nonperforming finance receivables and loans at September 30, 2012, increased $217 million to $784 million from December 31, 2011, reflecting an increase of $141 million of consumer mortgage nonperforming finance receivables and loans and an increase of $76 million of consumer automobile nonperforming finance receivables and loans. Nonperforming consumer mortgage finance receivables and loans increased primarily due to increased TDRs as we continue foreclosure prevention and loss mitigation procedures along with our participation in a variety of government-sponsored refinancing programs. Refer to Note 8 to the Condensed Consolidated Financial Statements for additional information. Nonperforming consumer automotive finance receivables and loans increased due in part to higher outstandings within the domestic portfolio and economic stresses in certain areas in Latin America. Nonperforming consumer finance receivables and loans as a percentage of total outstanding consumer finance receivables and loans were 1.0% and 0.8% at September 30, 2012 and December 31, 2011, respectively.
Consumer domestic automotive loans accruing and past due 30 days or more increased $53 million to $836 million at September 30, 2012, compared with December 31, 2011. The increase is largely due to higher outstandings as the consumer domestic automotive loans accruing and past due 30 days or more as a percentage of total consumer domestic automotive loans decreased to 1.6% at September 30, 2012 compared to 1.7% at December 31, 2011.
The following table includes consumer net charge-offs from finance receivables and loans at historical cost and related ratios reported at carrying value before allowance for loan losses.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
Net charge-offs
 
Net charge-off ratios (a)
 
Net charge-offs
 
Net charge-off ratios (a)
($ in millions)
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
70

 
$
52

 
0.5
%
 
0.5
%
 
$
167

 
$
185

 
0.4
%
 
0.6
%
Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
18

 
29

 
1.0

 
1.7

 
65

 
90

 
1.2

 
1.7

Home equity
 
13

 
21

 
1.9

 
2.5

 
46

 
59

 
2.1

 
2.4

Total domestic
 
101

 
102

 
0.7

 
0.8

 
278

 
334

 
0.6

 
0.9

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
26

 
19

 
0.6

 
0.4

 
73

 
58

 
0.6

 
0.5

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 

 
1

 

 
1.2

 

 
3

 

 
1.3

Home equity
 

 

 

 

 

 

 

 

Total foreign
 
26

 
20

 
0.6

 
0.4

 
73

 
61

 
0.6

 
0.5

Total consumer finance receivables and loans
 
$
127

 
$
122

 
0.6

 
0.7

 
$
351

 
$
395

 
0.6

 
0.8

(a)
Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the year for each loan category.
Our net charge-offs from total consumer automobile finance receivables and loans were $96 million and $240 million for the three months and nine months ended September 30, 2012, respectively, compared to $71 million and $243 million for the three months and nine months ended September 30, 2011, respectively. The $18 million increase in net charge-offs from the domestic automobile finance receivables and loans for the three months ended September 30, 2012, was driven primarily by higher outstandings as the net charge-off rate remained flat. The $7 million increase in the net charge-offs from the foreign automobile finance receivables and loans for the three months ended September 30, 2012, was primarily due to economic stresses in certain areas of Latin America. The $3 million decrease in net charge offs from the total consumer automobile finance receivables and loans for the nine months ended September 30, 2012, was primarily due to lower loss frequency reflecting the modest U.S. economic improvements.
Our net charge-offs from total consumer mortgage receivables and loans were $31 million and $111 million for the three months and nine months ended September 30, 2012, respectively, compared to $51 million and $152 million for the same periods in 2011. The decreases were driven by the improved mix of remaining loans as the lower quality legacy loans continued to runoff.

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The following table summarizes the unpaid principal balance of total consumer loan originations for the periods shown. Total consumer loan originations include loans classified as finance receivables and loans and loans held-for-sale during the period.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Domestic
 
 
 
 
 
 
 
 
Consumer automobile
 
$
6,994

 
$
8,344

 
$
23,591

 
$
25,112

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
8,161

 
15,587

 
22,700

 
39,778

Home equity
 

 

 

 

Total domestic
 
15,155

 
23,931

 
46,291

 
64,890

Foreign
 
 
 
 
 
 
 
 
Consumer automobile
 
2,378

 
2,866

 
7,690

 
7,288

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 

 
374

 

 
970

Home equity
 

 

 

 

Total foreign
 
2,378

 
3,240

 
7,690

 
8,258

Total consumer loan originations
 
$
17,533

 
$
27,171

 
$
53,981

 
$
73,148

Total automobile-originated loans decreased $1.8 billion and $1.1 billion for the three months and nine months ended September 30, 2012, respectively, compared to the same periods in 2011. The decrease was primarily due to lower retail penetration at both GM and Chrysler. The decrease was partially offset by higher GM International retail penetration during the nine months ended September 30, 2012.
Total mortgage-originated loans decreased $7.8 billion and $18.0 billion for the three months and nine months ended September 30, 2012, respectively. The decline in loan production was primarily driven by the reduction in correspondent lending.
Consumer loan originations retained on-balance sheet as held-for-investment were $9.9 billion and $32.9 billion for the three months and nine months ended September 30, 2012, respectively, and $11.7 billion and $33.5 billion for the three months and nine months ended September 30, 2011, respectively. The decrease was primarily due to lower retail penetration at both GM and Chrysler. The decrease was partially offset by higher GM International retail penetration during the nine months ended September 30, 2012.
The following table shows the percentage of total consumer finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses by state and foreign concentration. Total automobile loans were $70.8 billion and $63.5 billion at September 30, 2012, and December 31, 2011, respectively. Total mortgage and home equity loans were $9.8 billion and $10.0 billion at September 30, 2012, and December 31, 2011, respectively.

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September 30, 2012 (a)
 
December 31, 2011
  
 
Automobile
 
1st Mortgage and home equity
 
Automobile
 
1st Mortgage and home equity
Texas
 
9.6
%
 
5.8
%
 
9.5
%
 
5.5
%
California
 
4.1

 
28.2

 
4.6

 
25.7

Florida
 
4.9

 
3.7

 
4.8

 
4.0

Michigan
 
3.7

 
4.2

 
4.0

 
4.8

Pennsylvania
 
3.8

 
1.6

 
3.6

 
1.6

Illinois
 
3.2

 
4.9

 
3.1

 
5.0

New York
 
3.5

 
2.0

 
3.5

 
2.3

Ohio
 
3.0

 
0.8

 
2.9

 
1.0

Georgia
 
2.7

 
1.9

 
2.5

 
1.8

North Carolina
 
2.4

 
2.0

 
2.2

 
2.1

Other United States
 
33.1

 
44.9

 
32.9

 
45.9

Canada
 
11.5

 

 
11.8

 
0.2

Brazil
 
4.5

 

 
4.7

 

Germany
 
3.9

 

 
4.3

 

Other foreign
 
6.1

 

 
5.6

 
0.1

Total consumer loans
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
(a)
Presentation is in descending order as a percentage of total consumer finance receivables and loans at September 30, 2012.
We monitor our consumer loan portfolio for concentration risk across the geographies in which we lend. The highest concentrations of loans in the United States are in Texas and California, which represented an aggregate of 16.2% and 16.4% of our total outstanding consumer finance receivables and loans at September 30, 2012 and December 31, 2011, respectively.
Concentrations in our Mortgage operations are closely monitored given the volatility of the housing markets. Our consumer mortgage loan concentrations in California, Florida, and Michigan receive particular attention as the real estate value depreciation in these states has been amongst the most severe.
Repossessed and Foreclosed Assets
We classify an asset as repossessed or foreclosed (included in other assets on the Condensed Consolidated Balance Sheet) when physical possession of the collateral is taken. We dispose of the acquired collateral in a timely fashion in accordance with regulatory requirements. For more information on repossessed and foreclosed assets, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
Repossessed assets in our Automotive Finance operations at September 30, 2012, increased $8 million to $64 million from December 31, 2011. Foreclosed mortgage assets at September 30, 2012, decreased $72 million to $5 million from December 31, 2011, primarily due to the deconsolidation of ResCap.
Higher-Risk Mortgage Loans
Since 2009, we primarily focused our origination efforts on prime conforming and government-insured residential mortgages in the United States. However, we continued to hold mortgage loans originated in prior years that have features that expose us to potentially higher credit risk including high original loan-to-value mortgage loans (prime or nonprime), payment-option adjustable-rate mortgage loans (prime nonconforming), interest-only mortgage loans (classified as prime conforming or nonconforming for domestic production and prime nonconforming or nonprime for international production), and teaser-rate mortgages (prime or nonprime).
In circumstances when a loan has features such that it falls into multiple categories, it is classified to a category only once based on the following hierarchy: (1) high original loan-to-value (LTV) mortgage loans, (2) payment-option adjustable-rate mortgage loans, (3) interest-only mortgage loans, and (4) below-market rate (teaser) mortgages. Given the continued stress within the housing market, we believe this hierarchy provides the most relevant risk assessment of our nontraditional products.

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The following table summarizes mortgage finance receivables and loans by higher-risk loan type. These finance receivables and loans are recorded at historical cost and reported at carrying value before allowance for loan losses.
 
 
Outstanding
 
Nonperforming
 
Accruing past due
90 days or more
($ in millions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Interest-only mortgage loans (a)
 
$
2,262

 
$
2,947

 
$
142

 
$
147

 
$

 
$

Below-market rate (teaser) mortgages
 
197

 
248

 
3

 
6

 

 

Total higher-risk mortgage loans
 
$
2,459

 
$
3,195

 
$
145

 
$
153

 
$

 
$

(a)
The majority of the interest-only mortgage loans are expected to start principal amortization in 2015 or beyond.
High original LTV mortgage finance receivables and loans and payment-option adjustable-rate mortgage finance receivables and loans remained flat at $1 million and $3 million, respectively, at September 30, 2012 and December 31, 2011. There were no high original LTV mortgage loans or payment-option adjustable-rate mortgage loans classified as nonperforming or 90 days past due and still accruing at September 30, 2012 and December 31, 2011.
The allowance for loan losses was $108 million or 4.39% of total higher-risk held-for-investment mortgage loans recorded at historical cost based on carrying value outstanding before allowance for loans losses at September 30, 2012.
The following table includes our five largest state concentrations based on our higher-risk mortgage finance receivables and loans recorded at historical cost and reported at carrying value before allowance for loan losses.
($ in millions)
 
Interest-only
mortgage loans
 
Below-market
rate (teaser)
mortgages
 
Total
higher-risk
mortgage loans
September 30, 2012
 
 
 
 
 
 
California
 
$
552

 
$
61

 
$
613

Virginia
 
229

 
9

 
238

Maryland
 
177

 
5

 
182

Michigan
 
121

 
6

 
127

Illinois
 
118

 
6

 
124

Other United States
 
1,065

 
110

 
1,175

Total higher-risk mortgage loans
 
$
2,262

 
$
197

 
$
2,459

December 31, 2011
 
 
 
 
 
 
California
 
$
748

 
$
78

 
$
826

Virginia
 
274

 
10

 
284

Maryland
 
217

 
6

 
223

Michigan
 
199

 
9

 
208

Illinois
 
153

 
8

 
161

Other United States
 
1,356

 
137

 
1,493

Total higher-risk mortgage loans
 
$
2,947

 
$
248

 
$
3,195


114

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Commercial Credit Portfolio
During the three months and nine months ended September 30, 2012, the credit performance of the commercial portfolio remained strong as nonperforming finance receivables and loans were relatively stable and net charge-offs declined. For information on our commercial credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
The following table includes total commercial finance receivables and loans reported at carrying value before allowance for loan losses.
 
 
Outstanding
 
Nonperforming (a)
 
Accruing past due
90 days or more (b)
($ in millions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
$
27,523

 
$
26,552

 
$
198

 
$
105

 
$

 
$

Mortgage
 
686

 
1,887

 

 

 

 

Other (c) 
 
2,552

 
1,178

 
36

 
22

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2,446

 
2,331

 
41

 
56

 

 

Mortgage
 

 

 

 

 

 

Total domestic
 
33,207

 
31,948

 
275

 
183

 

 

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
7,279

 
8,265

 
59

 
118

 

 

Mortgage
 

 
24

 

 

 

 

Other (c)
 
6

 
63

 

 
15

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
133

 
154

 
12

 
11

 

 

Mortgage
 

 
14

 

 
12

 

 

Total foreign
 
7,418

 
8,520

 
71

 
156

 

 

Total commercial finance receivables and loans
 
$
40,625

 
$
40,468

 
$
346

 
$
339

 
$

 
$

(a)
Includes nonaccrual troubled debt restructured loans of $38 million and $21 million at September 30, 2012, and December 31, 2011, respectively.
(b)
There were no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2012 and December 31, 2011.
(c)
Other commercial primarily includes senior secured commercial lending.
Total commercial finance receivables and loans outstanding increased $157 million to $40.6 billion at September 30, 2012, from December 31, 2011. The domestic commercial and industrial outstandings increased $1.1 billion primarily due to ResCap financing as well as increased automotive industry sales and corresponding rise in inventories, partially offset by the decline in mortgage warehouse lending's runoff portfolio. The foreign commercial and industrial outstandings decreased $1.1 billion primarily due to weakened economic growth in Europe.
Total commercial nonperforming finance receivables and loans were $346 million at September 30, 2012, an increase of $7 million compared to December 31, 2011. The increase was primarily due to the reclassification of a small number of domestic automobile dealerships to nonperforming status within the overall stable automobile portfolio. The increase was mostly offset by a decrease in the foreign automobile portfolio and continued wind-down on non-core commercial assets. Total nonperforming commercial finance receivables and loans as a percentage of outstanding commercial finance receivables and loans were 0.9% and 0.8% at September 30, 2012, and December 31, 2011, respectively.


115

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

The following table includes total commercial net charge-offs from finance receivables and loans at historical cost and related ratios reported at carrying value before allowance for loan losses.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
Net charge-offs (recoveries)
 
Net charge-off ratios (a)
 
Net charge-offs (recoveries)
 
Net charge-off ratios (a)
($ in millions)
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
$
2

 
$
2

 
 %
 
 %
 
$
2

 
$
7

 
 %
 
 %
Mortgage
 
(1
)
 
(3
)
 
(0.2
)
 
(0.8
)
 
(1
)
 
(1
)
 
(0.1
)
 
(0.2
)
Other
 
1

 
2

 
0.1

 
0.4

 
(3
)
 
(1
)
 
(0.2
)
 
(0.1
)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 
1

 

 
0.2

 
(2
)
 
4

 
(0.1
)
 
0.2

Mortgage
 

 

 

 

 

 
(1
)
 

 
n/m

Total domestic
 
2

 
2

 

 

 
(4
)
 
8

 

 

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 
(3
)
 

 
(0.2
)
 
1

 

 

 

Mortgage
 

 

 

 

 

 
8

 

 
30.7

Other
 
(4
)
 
(2
)
 
(62.2
)
 
(2.7
)
 
(27
)
 
2

 
(85.2
)
 
1.1

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 

 

 

Mortgage
 

 
4

 

 
46.8

 
(1
)
 
20

 
(10.8
)
 
52.0

Total foreign
 
(4
)
 
(1
)
 
(0.2
)
 

 
(27
)
 
30

 
(0.4
)
 
0.4

Total commercial finance receivables and loans
 
$
(2
)
 
$
1

 

 

 
$
(31
)
 
$
38

 
(0.1
)
 
0.1

n/m = not meaningful
(a)
Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the year for each loan category.
Our net charge-offs from commercial finance receivables and loans resulted in recoveries of $2 million and $31 million for the three months and nine months ended September 30, 2012, respectively, compared to net charge-offs of $1 million and $38 million for the same periods in 2011. The decrease in net charge-offs in the nine months period was largely driven by strong recoveries in certain wind-down portfolios and an improved mix of loans in the existing portfolio.

116

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Commercial Real Estate
The commercial real estate portfolio consists of finance receivables and loans issued primarily to automotive dealers. Commercial real estate finance receivables and loans were $2.6 billion and $2.5 billion at September 30, 2012, and December 31, 2011, respectively.
The following table presents the percentage of total commercial real estate finance receivables and loans by geographic region and property type. These finance receivables and loans are reported at carrying value before allowance for loan losses.
 
 
September 30, 2012
 
December 31, 2011
Geographic region
 
 
 
 
Michigan
 
12.9
%
 
14.1
%
Texas
 
12.1

 
12.4

Florida
 
11.8

 
12.4

California
 
9.1

 
9.3

New York
 
4.9

 
3.5

Virginia
 
3.9

 
4.1

Georgia
 
2.8

 
2.5

Pennsylvania
 
2.6

 
2.9

North Carolina
 
2.4

 
2.1

Alabama
 
2.2

 
2.6

Other United States
 
30.1

 
27.5

Canada
 
2.7

 
3.5

United Kingdom
 
1.6

 
1.8

Mexico
 
0.6

 
1.0

Other foreign
 
0.3

 
0.3

Total commercial real estate finance receivables and loans
 
100.0
%
 
100.0
%
Property type
 
 
 
 
Automotive dealers
 
100.0
%
 
99.4
%
Other
 

 
0.6

Total commercial real estate finance receivables and loans
 
100.0
%
 
100.0
%
Commercial Criticized Exposure
Finance receivables and loans classified as special mention, substandard, or doubtful are deemed criticized. These classifications are based on regulatory definitions and generally represent finance receivables and loans within our portfolio that have a higher default risk or have already defaulted. These finance receivables and loans require additional monitoring and review including specific actions to mitigate our potential economic loss.
The following table presents the percentage of total commercial criticized finance receivables and loans by industry concentrations. These finance receivables and loans are reported at carrying value before allowance for loan losses.
 
 
September 30, 2012
 
December 31, 2011
Industry
 
 
 
 
Automotive
 
90.4
%
 
82.9
%
Manufacturing
 
4.9

 
1.8

Services
 
1.1

 
1.9

Other
 
3.6

 
13.4

Total commercial criticized finance receivables and loans
 
100.0
%
 
100.0
%
Total criticized exposures declined $641 million to $2.4 billion at September 30, 2012 from December 31, 2011, primarily due to improvements in the automotive industry as well as the continued wind-down of commercial assets in the real estate industry. The increase in our automotive criticized concentration rate was driven primarily by the decrease in overall criticized outstandings.

117

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Allowance for Loan Losses
The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans.
Three months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at July 1, 2012
 
$
778

 
$
472

 
$
1,250

 
$
177

 
$
1,427

Charge-offs
 
 
 
 
 
 
 
 
 
 
Domestic
 
(111
)
 
(33
)
 
(144
)
 
(3
)
 
(147
)
Foreign
 
(47
)
 

 
(47
)
 

 
(47
)
Total charge-offs
 
(158
)
 
(33
)
 
(191
)
 
(3
)
 
(194
)
Recoveries
 
 
 
 
 
 
 
 
 
 
Domestic
 
41

 
2

 
43

 
1

 
44

Foreign
 
21

 

 
21

 
4

 
25

Total recoveries
 
62

 
2

 
64

 
5

 
69

Net charge-offs
 
(96
)
 
(31
)
 
(127
)
 
2

 
(125
)
Provision for loan losses
 
117

 
6

 
123

 
(7
)
 
116

Deconsolidation of ResCap
 

 

 

 

 

Other
 
4

 

 
4

 
1

 
5

Allowance at September 30, 2012
 
$
803

 
$
447

 
$
1,250

 
$
173

 
$
1,423

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2012 (a)
 
1.1
%
 
4.6
%
 
1.5
%
 
0.4
%
 
1.2
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2012 (a)
 
0.6
%
 
1.3
%
 
0.6
%
 
%
 
0.4
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2012 (a)
 
263.8
%
 
93.2
%
 
159.4
%
 
50.0
%
 
125.9
%
Ratio of allowance for loans losses to net charge-offs at September 30, 2012
 
2.1

 
3.6

 
2.5

 
(17.4
)
 
2.9

(a)
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the unpaid principal balance, net of premiums and discounts.

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Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Three months ended September 30, 2011 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at July 1, 2011
 
$
911

 
$
558

 
$
1,469

 
$
270

 
$
1,739

Charge-offs
 
 
 
 
 
 
 
 
 
 
Domestic
 
(97
)
 
(54
)
 
(151
)
 
(6
)
 
(157
)
Foreign
 
(37
)
 
(2
)
 
(39
)
 
(7
)
 
(46
)
Total charge-offs
 
(134
)
 
(56
)
 
(190
)
 
(13
)
 
(203
)
Recoveries
 
 
 
 
 
 
 
 
 
 
Domestic
 
45

 
4

 
49

 
4

 
53

Foreign
 
18

 
1

 
19

 
8

 
27

Total recoveries
 
63

 
5

 
68

 
12

 
80

Net charge-offs
 
(71
)
 
(51
)
 
(122
)
 
(1
)
 
(123
)
Provision for loan losses
 
53

 
26

 
79

 
(29
)
 
50

Discontinued operations
 

 
(1
)
 
(1
)
 

 
(1
)
Other
 
(42
)
 

 
(42
)
 
(2
)
 
(44
)
Allowance at September 30, 2011
 
$
851

 
$
532

 
$
1,383

 
$
238

 
$
1,621

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2011 (a)
 
1.4
%
 
5.2
%
 
2.0
%
 
0.6
%
 
1.5
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2011 (a)
 
0.5
%
 
2.0
%
 
0.7
%
 
%
 
0.5
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2011 (a)
 
404.5
%
 
145.7
%
 
240.3
%
 
59.2
%
 
165.8
%
Ratio of allowance for loans losses to net charge-offs at September 30, 2011
 
3.0

 
2.6

 
2.8

 
58.0

 
3.3

(a)
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the unpaid principal balance, net of premiums and discounts.

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Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Nine months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at January 1, 2012
 
$
766

 
$
516

 
$
1,282

 
$
221

 
$
1,503

Charge-offs
 
 
 
 
 
 
 
 
 
 
Domestic
 
(296
)
 
(119
)
 
(415
)
 
(6
)
 
(421
)
Foreign
 
(128
)
 

 
(128
)
 
(2
)
 
(130
)
Total charge-offs
 
(424
)
 
(119
)
 
(543
)
 
(8
)
 
(551
)
Recoveries
 
 
 
 
 
 
 
 
 
 
Domestic
 
129

 
8

 
137

 
10

 
147

Foreign
 
55

 

 
55

 
29

 
84

Total recoveries
 
184

 
8

 
192

 
39

 
231

Net charge-offs
 
(240
)
 
(111
)
 
(351
)
 
31

 
(320
)
Provision for loan losses
 
295

 
54

 
349

 
(64
)
 
285

Deconsolidation of ResCap
 

 
(9
)
 
(9
)
 

 
(9
)
Other
 
(18
)
 
(3
)
 
(21
)
 
(15
)
 
(36
)
Allowance at September 30, 2012
 
$
803

 
$
447

 
$
1,250

 
$
173

 
$
1,423

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2012 (a)
 
1.1
%
 
4.6
%
 
1.5
%
 
0.4
 %
 
1.2
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2012 (a)
 
0.5
%
 
1.5
%
 
0.6
%
 
(0.1
)%
 
0.4
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2012 (a)
 
263.8
%
 
93.2
%
 
159.4
%
 
50.0
 %
 
125.9
%
Ratio of allowance for loans losses to net charge-offs at September 30, 2012
 
2.5

 
3.0

 
2.7

 
(4.2
)
 
3.3

(a)
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the unpaid principal balance, net of premiums and discounts.

120

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Nine months ended September 30, 2011 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at January 1, 2011
 
$
970

 
$
580

 
$
1,550

 
$
323

 
$
1,873

Charge-offs
 
 
 
 
 
 
 
 
 
 
Domestic
 
(331
)
 
(162
)
 
(493
)
 
(24
)
 
(517
)
Foreign
 
(112
)
 
(4
)
 
(116
)
 
(55
)
 
(171
)
Total charge-offs
 
(443
)
 
(166
)
 
(609
)
 
(79
)
 
(688
)
Recoveries
 
 
 
 
 
 
 
 
 
 
Domestic
 
146

 
13

 
159

 
16

 
175

Foreign
 
54

 
1

 
55

 
25

 
80

Total recoveries
 
200

 
14

 
214

 
41

 
255

Net charge-offs
 
(243
)
 
(152
)
 
(395
)
 
(38
)
 
(433
)
Provision for loan losses
 
157

 
104

 
261

 
(48
)
 
213

Discontinued operations
 

 

 

 

 

Other
 
(33
)
 

 
(33
)
 
1

 
(32
)
Allowance at September 30, 2011
 
$
851

 
$
532

 
$
1,383

 
$
238

 
$
1,621

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2011 (a)
 
1.4
%
 
5.2
%
 
2.0
%
 
0.6
%
 
1.5
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2011 (a)
 
0.6
%
 
1.9
%
 
0.8
%
 
0.1
%
 
0.5
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2011 (a)
 
404.5
%
 
145.7
%
 
240.3
%
 
59.2
%
 
165.8
%
Ratio of allowance for loans losses to net charge-offs at September 30, 2011
 
2.6

 
2.6

 
2.6

 
4.7

 
2.8

(a)
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the unpaid principal balance, net of premiums and discounts.
The allowance for consumer loan losses at September 30, 2012, declined $133 million compared to September 30, 2011. The decline continues to reflect the favorable dynamics of the auto marketplace combined with the run-off of legacy portfolios, which was partially offset by an increase in loans outstanding.
The allowance for commercial loan losses declined $65 million at September 30, 2012, compared to September 30, 2011, primarily related to the ongoing strength in dealer performance, wind-down on non-core commercial assets, and general overall improvement in the Commercial Finance Group's portfolio.

121

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Allowance for Loan Losses by Type
The following table summarizes the allocation of the allowance for loan losses by product type.
 
 
2012
 
2011
September 30, ($ in millions)
 
Allowance for
loan losses
 
Allowance as
a % of loans
outstanding
 
Allowance as
a % of
allowance for
loan losses
 
Allowance for
loan losses
 
Allowance as
a % of loans
outstanding
 
Allowance as
a % of
allowance for
loan losses
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
618

 
1.2
 %
 
43.4
 %
 
$
687

 
1.6
%
 
42.4
%
Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
243

 
3.4

 
17.1

 
275

 
4.0

 
17.0

Home equity
 
204

 
7.5

 
14.3

 
256

 
8.0

 
15.8

Total domestic
 
1,065

 
1.7

 
74.8

 
1,218

 
2.3

 
75.2

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
185

 
1.0

 
13.0

 
164

 
1.0

 
10.1

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 

 

 

 
1

 
0.4

 
0.1

Home equity
 

 

 

 

 

 

Total foreign
 
185

 
1.0

 
13.0

 
165

 
1.0

 
10.2

Total consumer loans
 
1,250

 
1.5

 
87.8

 
1,383

 
2.0

 
85.4

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
108

 
0.4

 
7.6

 
54

 
0.2

 
3.3

Mortgage
 

 

 

 
1

 

 

Other
 
45

 
1.8

 
3.1

 
66

 
5.1

 
4.1

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
(12
)
 
(0.5
)
 
(0.8
)
 
53

 
2.5

 
3.3

Mortgage
 

 

 

 

 

 

Total domestic
 
141

 
0.4

 
9.9

 
174

 
0.6

 
10.7

Foreign
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
31

 
0.4

 
2.2

 
51

 
0.6

 
3.1

Mortgage
 

 

 

 
5

 
22.6

 
0.3

Other
 

 

 

 
1

 
0.4

 
0.1

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
1

 
1.0

 
0.1

 
2

 
1.1

 
0.1

Mortgage
 

 

 

 
5

 
17.3

 
0.3

Total foreign
 
32

 
0.4

 
2.3

 
64

 
0.7

 
3.9

Total commercial loans
 
173

 
0.4

 
12.2

 
238

 
0.6

 
14.6

Total allowance for loan losses
 
$
1,423

 
1.2

 
100.0
 %
 
$
1,621

 
1.5

 
100.0
%

122

Table of Contents
Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Provision for Loan Losses
The following table summarizes the provision for loan losses by product type.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Consumer
 
 
 
 
 
 
 
 
Domestic
 
 
 
 
 
 
 
 
Consumer automobile
 
$
99

 
$
39

 
$
200

 
$
125

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
9

 
10

 
34

 
44

Home equity
 
(3
)
 
15

 
20

 
57

Total domestic
 
105

 
64

 
254

 
226

Foreign
 
 
 
 
 
 
 
 
Consumer automobile
 
18

 
14

 
95

 
32

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 

 
1

 

 
3

Home equity
 

 

 

 

Total foreign
 
18

 
15

 
95

 
35

Total consumer loans
 
123

 
79

 
349

 
261

Commercial
 
 
 
 
 
 
 
 
Domestic
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
51

 
(21
)
 
47

 
(10
)
Mortgage
 
(1
)
 
(2
)
 
(1
)
 
(1
)
Other
 
(1
)
 
(1
)
 
(11
)
 
(32
)
Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
(50
)
 
10

 
(53
)
 
3

Mortgage
 

 
(1
)
 

 
(1
)
Total domestic
 
(1
)
 
(15
)
 
(18
)
 
(41
)
Foreign
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
(1
)
 
(19
)
 
(16
)
 
18

Mortgage
 

 

 

 
(1
)
Other
 
(4
)
 
(3
)
 
(29
)
 
(38
)
Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
(1
)
 

 
(1
)
 

Mortgage
 

 
8

 

 
14

Total foreign
 
(6
)
 
(14
)
 
(46
)
 
(7
)
Total commercial loans
 
(7
)
 
(29
)
 
(64
)
 
(48
)
Total provision for loan losses
 
$
116

 
$
50

 
$
285

 
$
213


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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Market Risk
Our automotive financing, mortgage, and insurance activities give rise to market risk representing the potential loss in the fair value of assets or liabilities and earnings caused by movements in market variables, such as interest rates, foreign-exchange rates, equity prices, market perceptions of credit risk, and other market fluctuations that affect the value of securities and assets held-for-sale. We are primarily exposed to interest rate risk arising from changes in interest rates related to financing, investing, and cash management activities. More specifically, we have entered into contracts to provide financing, to retain mortgage servicing rights, and to retain various assets related to securitization activities all of which are exposed in varying degrees to changes in value due to movements in interest rates. Interest rate risk arises from the mismatch between assets and the related liabilities used for funding. We enter into various financial instruments, including derivatives, to maintain the desired level of exposure to the risk of interest rate fluctuations. Refer to Note 20 to the Condensed Consolidated Financial Statements for further information.
We are also exposed to foreign-currency risk arising from the possibility that fluctuations in foreign-exchange rates will affect future earnings or asset and liability values related to our global operations. We enter into hedges to mitigate foreign exchange risk.
We also have exposure to equity price risk, primarily in our Insurance operations, which invests in equity securities that are subject to price risk influenced by capital market movements. We enter into equity options to economically hedge our exposure to the equity markets.
Although the diversity of our activities from our complementary lines of business may partially mitigate market risk, we also actively manage this risk. We maintain risk management control systems to monitor interest rates, foreign-currency exchange rates, equity price risks, and any of their related hedge positions. Positions are monitored using a variety of analytical techniques including market value, sensitivity analysis, and value at risk models.
Refer to our Annual Report on Form 10-K for the year ended December 31, 2011, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further discussion on value at risk and sensitivity analysis. Since December 31, 2011, there have been no material changes in these market risks.

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Ally Financial Inc. • Form 10-Q

Liquidity Management, Funding, and Regulatory Capital
Overview
The purpose of liquidity management is to ensure our ability to meet changes in loan and lease demand, debt maturities, deposit withdrawals, and other cash commitments under both normal operating conditions as well as periods of economic or financial stress. Our primary objective is to maintain cost-effective, stable and diverse sources of funding capable of sustaining the organization throughout all market cycles. Sources of liquidity include both retail and brokered deposits and secured and unsecured market-based funding across various maturity, interest rate, currency, and investor profiles. Further liquidity is available through a pool of unencumbered highly liquid securities, borrowing facilities, whole-loan asset sales, repurchase agreements, as well as funding programs supported by the Federal Reserve and the Federal Home Loan Bank of Pittsburgh (FHLB).
We define liquidity risk as the risk that an institution's financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its financial obligations, and to withstand unforeseen liquidity stress events. Liquidity risk can arise from a variety of institution specific or market-related events that could have a negative impact on cash flows available to the organization. Effective management of liquidity risk helps ensure an organization's preparedness to meet uncertain cash flow obligations caused by unanticipated events. The ability of financial institutions to manage liquidity needs and contingent funding exposures has proven essential to their solvency.
The Asset-Liability Committee (ALCO) is chaired by the Corporate Treasurer and is responsible for monitoring Ally's liquidity position, funding strategies and plans, contingency funding plans, and counterparty credit exposure arising from financial transactions. Corporate Treasury is responsible for managing the liquidity positions of Ally within prudent operating guidelines and targets approved by ALCO. We manage liquidity risk at the business segment, legal entity, and consolidated levels. Each business segment, along with Ally Bank and ResMor Trust, prepares periodic forecasts depicting anticipated funding needs and sources of funds with oversight and monitoring by Corporate Treasury. Corporate Treasury manages liquidity under baseline economic projections as well as more severe economic stressed environments. Corporate Treasury, in turn, plans, and executes our funding strategies.
Ally uses multiple measures to frame the level of liquidity risk, manage the liquidity position, or identify related trends as early warning indicators. These measures include coverage ratios that measure the sufficiency of the liquidity portfolio and stability ratios that measure longer- term structural liquidity. In addition, we have established several internal management routines designed to review all aspects of liquidity and funding plans, evaluate the adequacy of liquidity buffers, review stress testing results, and assist senior management in the execution of its structured funding strategy and risk management accountabilities.
We maintain available liquidity that allows us to operate and to meet our contractual and contingent obligations in the event of market-wide disruptions and enterprise-specific events. We maintain available liquidity at various entities and consider regulatory restrictions and tax implications that may limit our ability to transfer funds across entities. At September 30, 2012, we maintained $26 billion of total available parent company liquidity and $15.8 billion of total available liquidity at Ally Bank. Parent company liquidity is defined as our consolidated operations less our Insurance operations and Ally Bank. To optimize cash and secured facility capacity between entities, the parent company lends cash to Ally Bank from time to time under an intercompany loan agreement. At September 30, 2012, $3.4 billion was outstanding under the intercompany loan agreement. Amounts outstanding are repayable to the parent company upon demand, subject to five days notice. As a result, this amount is included in the parent company available liquidity and excluded from the available liquidity at Ally Bank.
In December 2010, the Basel Committee on Banking Supervision issued “Basel III: International framework for liquidity risk measurement, standards and monitoring”, which includes two minimum liquidity risk standards. The first standard is the Liquidity Coverage Ratio (LCR). The LCR measures the ratio of unencumbered, high-quality liquid assets to liquidity needs for a 30-calendar-day time horizon under a severe liquidity stress scenario specified by supervisors. The second standard is the Net Stable Funding Ratio (NSFR). The NSFR is structured to ensure that long term assets are funded with at least a minimum amount of stable liabilities in relation to their liquidity risk profiles. It aims to encourage better assessment of liquidity risk across all on- and off-balance sheet items. The Basel Committee on Banking Supervision expects the LCR to be implemented beginning in January 2015 and the NSFR beginning in January 2018. We continue to monitor the potential impacts of these developments and expect to be able to meet the final requirements.
Funding Strategy
Liquidity and ongoing profitability are largely dependent on our timely and cost effective access to retail deposits and funding in different segments of the capital markets. We continue to be focused on maintaining and enhancing our liquidity. Our funding strategy largely focuses on the development of diversified funding sources across a global investor base to meet all our liquidity needs throughout different market cycles, including periods of financial distress. These funding sources include unsecured debt capital markets, unsecured retail term notes, public and private asset-backed securitizations, whole-loan asset sales, domestic and international committed and uncommitted credit facilities, brokered certificates of deposits, and retail deposits. We also supplement these sources with a modest amount of short-term borrowings, including Demand Notes, unsecured bank loans, and repurchase arrangements. The diversity of our funding sources enhances funding flexibility, limits dependence on any one source, and results in a more cost-effective funding strategy over the long term. We evaluate funding markets on an ongoing basis to achieve an appropriate balance of unsecured and secured funding sources and the maturity profiles of both. In addition, we further distinguish our funding strategy between Ally Bank funding and parent company or nonbank funding.
The FDIC indicated that it expected us to diversify Ally Bank's overall funding in order to reduce reliance on any one source of funding and to achieve a well-balanced funding portfolio across a spectrum of risk, duration, and cost of funds characteristics. Over the past few years,

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Ally Financial Inc. • Form 10-Q

we have been focused on diversifying our funding sources, in particular at Ally Bank by growing retail deposits, expanding public and private securitization programs, extending the maturity profile of our brokered deposit portfolio while not exceeding a $10 billion portfolio, establishing repurchase agreements, and continuing to access funds from the Federal Home Loan Banks.
Since 2009, we have been directing new bank-eligible assets in the United States to Ally Bank in order to reduce and minimize our nonbanking exposures and funding requirements and utilize our growing consumer deposit-taking capabilities. This has allowed us to use bank funding for a wider array of our automotive finance assets and to provide a sustainable long-term funding channel for the business, while also improving the cost of funds for the enterprise.
Ally Bank
Ally Bank raises deposits directly from customers through the direct banking channel via the internet and over the telephone. These deposits provide our automotive finance and mortgage loan operations with a stable and low-cost funding source. At September 30, 2012, Ally Bank had $44.5 billion of total external deposits, including $32.1 billion of retail deposits.
At September 30, 2012, Ally Bank maintained cash liquidity of $7.1 billion and unencumbered highly liquid U.S. federal government and U.S. agency securities of $5.4 billion. In addition, at September 30, 2012, Ally Bank had unused capacity in committed secured funding facilities of $6.7 billion, including an equal allocation of shared unused capacity of $4 billion from a facility also available to the parent company. Our ability to access this unused capacity depends on having eligible assets to collateralize the incremental funding and, in some instances, the execution of interest rate hedges.
Maximizing bank funding continues to be a key part of our long-term liquidity strategy. We have made significant progress in migrating assets to Ally Bank and growing our retail deposit base since becoming a bank holding company in December 2008. Retail deposit growth is key to further reducing our cost of funds and decreasing our reliance on the capital markets. We believe deposits provide a stable, low-cost source of funds that are less sensitive to interest rate changes, market volatility, or changes in our credit ratings when compared to other funding sources. We have continued to expand our deposit gathering efforts through our direct and indirect marketing channels. Current retail product offerings consist of a variety of products including certificates of deposits (CDs), savings accounts, money market accounts, IRA deposit products, as well as an interest checking product. In addition, we utilize brokered deposits, which are obtained through third-party intermediaries. In the first nine months of 2012, the deposit base at Ally Bank grew $4.9 billion, ending the quarter at $44.5 billion from $39.6 billion at December 31, 2011. The growth in deposits has been primarily attributable to our retail deposit portfolio. Strong retention rates continue to materially contribute to our growth in retail deposits. In the third quarter of 2012, we retained 91% of maturing CD balances up for renewal in the same period. In addition to retail and brokered deposits, Ally Bank had access to funding through a variety of other sources including FHLB advances, public securitizations, private secured funding arrangements, and the Federal Reserve's Discount Window. At September 30, 2012, debt outstanding from the FHLB totaled $4.3 billion with no debt outstanding from the Federal Reserve. Also, as part of our liquidity and funding plans, Ally Bank utilizes certain securities as collateral to access funding from repurchase agreements with third parties. Repurchase agreements are generally short-term. Funding from repurchase agreements is accounted for as debt on our Condensed Consolidated Balance Sheet. At September 30, 2012, Ally Bank had no debt outstanding under repurchase agreements.
Refer to Note 13 to the Condensed Consolidated Financial Statements for a summary of deposit funding by type.
The following table shows Ally Bank's number of accounts and deposit balances by type as of the end of each quarter since 2011.
($ in millions)
 
3rd Quarter 2012
 
2nd Quarter 2012
 
1st Quarter 2012
 
4th Quarter 2011
 
3rd Quarter
2011
 
2nd Quarter
2011
 
1st Quarter
2011
Number of retail accounts
 
1,142,837

 
1,082,753

 
1,036,468

 
976,877

 
919,670

 
851,991

 
798,622

Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
 
$
32,139

 
$
30,403

 
$
29,323

 
$
27,685

 
$
26,254

 
$
24,562

 
$
23,469

Brokered
 
9,882

 
9,905

 
9,884

 
9,890

 
9,911

 
9,903

 
9,836

Other (a)
 
2,487

 
2,411

 
2,314

 
2,029

 
2,704

 
2,405

 
2,064

Total deposits
 
$
44,508

 
$
42,719

 
$
41,521

 
$
39,604

 
$
38,869

 
$
36,870

 
35,369

(a)
Other deposits include mortgage escrow and other deposits (excluding intercompany deposits).
In addition to building a larger deposit base, we continue to remain active in the securitization markets to finance our Ally Bank automotive loan portfolios. During the third quarter of 2012, Ally Bank completed four term securitization transactions backed by retail and dealer floorplan automotive loans and lease notes raising $3.4 billion. As part of the quarterly securitizations, Ally Bank successfully completed its first public lease transaction which raised $1.3 billion. Securitization has proven to be a reliable and cost-effective funding source. Additionally, for retail automotive loans and lease notes, the term structure of the transaction locks in funding for a specified pool of loans and leases for the life of the underlying asset creating an effective tool for managing interest rate and liquidity risk. We manage the execution risk arising from secured funding by maintaining a diverse investor base and maintaining capacity in our committed secured facilities. At September 30, 2012, Ally Bank had exclusive access to $8.5 billion from committed credit facilities. Ally Bank also had access to a $4.1 billion committed facility that is shared with the parent company.

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Nonbank Funding
At September 30, 2012, the parent company maintained liquid cash in the amount of $8.8 billion and available liquidity from unused capacity in committed credit facilities of $13.8 billion, including an equal allocation of shared unused capacity of $4 billion from a facility also available to Ally Bank. Parent company funding is defined as our consolidated operations less our Insurance operations and Ally Bank. The unused capacity amount at September 30, 2012 also includes $3.1 billion of availability that is sourced from certain committed funding arrangements generally reliant upon the origination of future automotive receivables over the next twelve months. Our ability to access unused capacity in secured facilities depends on the availability of eligible assets to collateralize the incremental funding and, in some instances, the funding also relies on the execution of interest rate hedges. Funding sources at the parent company generally consist of longer-term unsecured debt,unsecured retail term notes, committed credit facilities, asset-backed securitizations, and a modest amount of short-term borrowings.
In the third quarter of 2012, we completed one transaction totaling $600 million in funding through the debt capital markets. We will continue to access the unsecured debt capital markets on an opportunistic basis to help pre-fund upcoming debt maturities. In addition, we have short-term and long-term unsecured debt outstanding from a legacy retail term note program known as SmartNotes. This program generally consisted of fixed-rate instruments with fixed-maturity dates ranging from 9 months to 30 years that were issued through a network of participating broker-dealers. During the third quarter of 2012, we launched a new retail term note program know as Ally Term Notes. There were $8.2 billion and $9.0 billion of combined retail term notes outstanding at September 30, 2012, and December 31, 2011, respectively.
We also obtain unsecured funding from the sale of floating-rate demand notes under our Demand Notes program. The holder has the option to require us to redeem these notes at any time without restriction. Demand Notes outstanding were $3.1 billion at September 30, 2012, compared to $2.8 billion at December 31, 2011. Unsecured short-term bank loans also provide short-term funding. At September 30, 2012, we had $4.0 billion in short-term unsecured debt outstanding, a decrease of $0.6 billion from December 31, 2011. Refer to Note 14 and Note 15 to the Condensed Consolidated Financial Statements for additional information about our outstanding short-term borrowings and long-term unsecured debt, respectively.
Secured funding continues to be a significant source of financing at the parent company. In the third quarter, the parent company completed automotive-related transactions that included the renewal and extension of $5.6 billion of committed secured funding capacity, the creation of incremental private secured funding capacity totaling $1.1 billion, and a $469 million public term securitization in Europe. We continue to maintain significant funding capacity at the parent company to fund automotive-related assets, including a $7.5 billion syndicated facility that can fund U.S. and Canadian automotive retail and commercial loans, as well as leases. On March 19, 2012, this facility was renewed by a syndicate of nineteen lenders and extended such that half of the capacity will mature in March 2013 and the other half will mature in March 2014. In addition to this facility, there are a variety of others that provide funding in various countries. At September 30, 2012, the parent company had $30.4 billion of exclusive commitments globally in various facilities secured by automotive assets. The parent company also had access to a $4.1 billion committed facility that is shared with the Ally Bank.
Recent Funding Developments
During the first nine months of 2012, we completed funding transactions totaling nearly $23 billion and we renewed key existing funding facilities as we realized access to both the public and private markets. Key funding highlights from 2012 were as follows:
We accessed the unsecured debt capital markets in February, June, and August and raised $3.1 billion.
In the first nine months of 2012, we have continued to access the public asset-backed securitization markets completing nine U.S. transactions that raised $9.5 billion. Included with the total amount is Ally Bank's inaugural term lease transaction in the U.S. totaling $1.3 billion in funding. Additionally, we completed European and Canadian (retail and dealer floorplan) transactions that raised $1.1 billion and $516 million, respectively.
We created $5.5 billion of new private capacity to fund automotive assets.
We renewed and extended $22 billion of key automotive funding facilities. The automotive facility renewal amount includes the March 2012 refinancing of $15.0 billion in credit facilities at both the parent company and Ally Bank with a syndicate of nineteen lenders. The $15.0 billion capacity is secured by retail, lease and dealer floorplan automotive assets and is allocated to two separate $7.5 billion facilities, one of which is available to the parent company and a Canadian subsidiary while the other is available to Ally Bank. After the refinancing, half of the capacity matures in March 2013 and the other half matures in March 2014.
On October 30, 2012, we repaid $2.9 billion in debt issued under the FDIC's Temporary Liquidity Guarantee Program. We issued this debt on October 30, 2009 with a maturity date of October 30, 2012. The final Ally debt issuance guaranteed under the TLGP is scheduled to be repaid in December 2012 and totals $4.5 billion.


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Ally Financial Inc. • Form 10-Q

Funding Sources
The following table summarizes debt and other sources of funding and the amount outstanding under each category for the periods shown.
As a result of our funding strategy to maximize funding sources at Ally Bank and grow our retail deposit base, the percentage of funding sources from Ally Bank has increased in 2012 from 2011 levels. In addition, deposits represent a larger portion of the overall funding mix.
($ in millions)
 
Bank
 
Nonbank
 
Total
 
%
September 30, 2012
 
 
 
 
 
 
 
 
Secured financings
 
$
27,882

 
$
24,643

 
$
52,525

 
36
Institutional term debt
 

 
22,075

 
22,075

 
15
Retail debt programs (a)
 

 
13,735

 
13,735

 
10
Temporary Liquidity Guarantee Program (b)
 

 
7,400

 
7,400

 
5
Bank loans and other
 
1

 
2,067

 
2,068

 
1
Total debt (c)
 
27,883

 
69,920

 
97,803

 
67
Deposits (d)
 
44,508

 
5,364

 
49,872

 
33
Total on-balance sheet funding
 
$
72,391

 
$
75,284

 
$
147,675

 
100
December 31, 2011
 
 
 
 
 
 
 
 
Secured financings
 
$
25,533

 
$
27,432

 
$
52,965

 
37
Institutional term debt
 

 
22,456

 
22,456

 
15
Retail debt programs (a)
 

 
14,148

 
14,148

 
10
Temporary Liquidity Guarantee Program (b)
 

 
7,400

 
7,400

 
5
Bank loans and other
 
1

 
2,446

 
2,447

 
2
Total debt (c)
 
25,534

 
73,882

 
99,416

 
69
Deposits (d)
 
39,604

 
5,446

 
45,050

 
31
Total on-balance sheet funding
 
$
65,138

 
$
79,328

 
$
144,466

 
100
Off-balance sheet securitizations
 
 
 
 
 
 
 
 
Mortgage loans
 
$

 
$
60,630

 
$
60,630

 
 
Total off-balance sheet securitizations
 
$

 
$
60,630

 
$
60,630

 
 
(a)
Primarily includes $8.2 billion and $9.0 billion of Retail Term Notes at September 30, 2012 and December 31, 2011, respectively.
(b)
This will mature in the fourth quarter of 2012.
(c)
Excludes fair value adjustment as described in Note 15 to the Condensed Consolidated Financial Statements.
(d)
Bank deposits include retail, brokered, mortgage escrow, and other deposits. Nonbank deposits include dealer wholesale deposits and deposits at ResMor Trust. Intercompany deposits are not included.
Refer to Note 15 to the Condensed Consolidated Financial Statements for a summary of the scheduled maturity of long-term debt at September 30, 2012. We have significant maturities of debt each year. Additional funding will be required to fund a material portion of the debt maturities over these periods.
Funding Facilities
We utilize both committed and uncommitted credit facilities. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. The amounts outstanding under our various funding facilities are included on our Condensed Consolidated Balance Sheet.
The total capacity in our committed funding facilities is provided by banks and other financial institutions through private transactions. The committed secured funding facilities can be revolving in nature and allow for additional funding during the commitment period, or they can be amortizing and do not allow for any further funding after the closing date. At September 30, 2012, $33.6 billion of our $43.2 billion of committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of September 30, 2012, we had $13.3 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days.

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Committed Funding Facilities
 
 
Outstanding
 
Unused capacity (a)
 
Total capacity
($ in billions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured - U.S.
 
$
3.8

 
$
5.8

 
$
4.7

 
$
3.7

 
$
8.5

 
$
9.5

Nonbank funding
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — U.S.
 

 

 

 
0.5

 

 
0.5

Automotive — International
 
0.1

 
0.3

 
0.1

 

 
0.2

 
0.3

Secured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive — U.S. (b) (c)
 
8.5

 
4.2

 
8.9

 
10.2

 
17.4

 
14.4

Automotive — International (b)
 
10.2

 
10.1

 
2.8

 
3.0

 
13.0

 
13.1

Mortgage operations
 

 
0.7

 

 
0.5

 

 
1.2

Total nonbank funding
 
18.8

 
15.3

 
11.8

 
14.2

 
30.6

 
29.5

Shared capacity (d)
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
 

 
1.5

 
4.0

 
2.5

 
4.0

 
4.0

International
 
0.1

 
0.1

 

 

 
0.1

 
0.1

Total committed facilities
 
$
22.7

 
$
22.7

 
$
20.5

 
$
20.4

 
$
43.2

 
$
43.1

(a)
Funding from committed secured facilities is available on request in the event excess collateral resides in certain facilities or is available to the extent incremental collateral is available and contributed to the facilities.
(b)
Total unused capacity includes $3.1 billion as of September 30, 2012, and $4.9 billion as of December 31, 2011, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2012 and 2013.
(c)
Includes the secured facilities of Ally Commercial Finance, LLC.
(d)
Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.
Uncommitted Funding Facilities
 
 
Outstanding
 
Unused capacity
 
Total capacity
($ in billions)
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
 
September 30, 2012
 
December 31, 2011
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured — U.S.
 
 
 
 
 
 
 
 
 
 
 
 
Federal Reserve funding programs
 
$

 
$

 
$
2.0

 
$
3.2

 
$
2.0

 
$
3.2

FHLB advances
 
4.3

 
5.4

 
0.8

 

 
5.1

 
5.4

Total bank funding
 
4.3

 
5.4


2.8


3.2


7.1


8.6

Nonbank funding
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — International
 
1.7

 
1.9

 
0.8

 
0.5

 
2.5

 
2.4

Secured
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations — International
 
0.1

 
0.1

 
0.1

 
0.1

 
0.2

 
0.2

Mortgage operations
 

 

 

 
0.1

 

 
0.1

Total nonbank funding
 
1.8

 
2.0

 
0.9

 
0.7

 
2.7

 
2.7

Total uncommitted facilities
 
$
6.1

 
$
7.4

 
$
3.7

 
$
3.9

 
$
9.8

 
$
11.3

Ally Bank Funding Facilities
Facilities for Automotive Finance Operations — Secured
At September 30, 2012, Ally Bank had exclusive access to $8.5 billion from committed credit facilities. Ally Bank's largest facility is a $7.5 billion revolving syndicated credit facility secured by automotive receivables. During the first quarter of 2012, we renewed this facility with half of this facility maturing in March 2013, and the remainder maturing in March 2014. At September 30, 2012, the amount outstanding

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under this facility was $3.8 billion. Ally Bank also had access to a $4.1 billion committed facility that is shared with the parent company, which was renewed and increased at the end of September 2012. In the event these facilities are not renewed in the future, the outstanding debt will be repaid over time as the underlying collateral amortizes.
Nonbank Funding Facilities
Facilities for Automotive Finance Operations — Unsecured
Revolving credit facilities —  We maintain $155 million in committed unsecured bank facilities in our international operations, most of which mature in March 2013.
Facilities for Automotive Finance Operations — Secured
The parent company's largest facility is a $7.5 billion revolving syndicated credit facility secured by U.S. and Canadian automotive receivables. During the first quarter of 2012, we renewed this facility with half of this facility maturing in March 2013, and the remainder maturing in March 2014. In the event this facility is not renewed at maturity, the outstanding debt will be repaid over time as the underlying collateral amortizes. At September 30, 2012, there was $3.8 billion outstanding under this facility.
In addition to our syndicated revolving credit facility, we also maintain various bilateral and multilateral secured credit facilities in multiple countries that fund our Automotive Finance operations. These are primarily private securitization facilities that fund a specific pool of automotive assets. Many of the facilities have revolving commitments and allow for the funding of additional assets during the commitment period. At September 30, 2012, the parent company maintained exclusive access to $30.4 billion of committed secured credit facilities and forward purchase commitments to fund automotive assets, and also had access to a $4.1 billion committed facility that is shared with Ally Bank which was increased and renewed at the end of September 2012.
Cash Flows
Net cash provided by operating activities was $4.8 billion for the nine months ended September 30, 2012, compared to $5.8 billion for the same period in 2011. During the nine months ended September 30, 2012, the net cash inflow from sales and repayment of mortgage and automotive loans held-for-sale exceeded cash outflow from new originations and purchases of such loans by $1.6 billion. During the nine months ended September 30, 2011, this activity resulted in a net cash inflow of $2.0 billion.
Net cash used in investing activities was $7.7 billion for the nine months ended September 30, 2012, compared to $6.8 billion for the same period in 2011. The net cash outflow from finance receivables and loans decreased $2.2 billion for the nine months ended September 30, 2012, compared to the same period in 2011. The cash outflow to purchase operating lease assets exceeded cash inflows from disposals of such assets by $4.3 billion for the nine months ended September 30, 2012, compared to a net cash outflow of $0.5 billion for the nine months ended September 30, 2011. The increase in net cash outflows associated with leasing activities compared to the prior year was primarily due to a decrease in cash received on lease dispositions. Cash received from sales and maturities of available-for-sale investment securities, net of purchases, increased $1.3 billion during the nine months ended September 30, 2012, compared to the same period in 2011.
Net cash provided by financing activities for the nine months ended September 30, 2012, totaled $7.0 billion, compared to $5.9 billion in the same period in 2011. Cash used to repay short-term debt increased $0.4 billion in the nine months ended September 30, 2012, compared to the same period in 2011. Cash generated from long-term debt issuances exceeded cash used to repay such debt by $4.6 billion for the nine months ended September 30, 2012, compared to $2.3 billion for the same period in 2011.
Capital Planning and Stress Tests
As a bank holding company with $50 billion or more of consolidated assets, Ally is required to conduct periodic stress tests and submit a proposed capital action plan to the FRB every January, which the FRB must take action on by the following March. The proposed capital action plan must include a description of all planned capital actions over a nine-quarter planning horizon, including any issuance of a debt or equity capital instrument, any capital distribution, and any similar action that the FRB determines could have an impact on Ally's consolidated capital. The proposed capital action plan must also include a discussion of how Ally will maintain capital above the minimum regulatory capital ratios and above a Tier 1 common equity-to-total risk-weighted assets ratio of 5 percent, and serve as a source of strength to Ally Bank. The FRB must approve Ally's proposed capital action plan before Ally may take any proposed capital action covered by the new regime. Ally submitted its annual capital plan in January 2012, and then submitted a revised capital plan in June of 2012. In connection with its reviews, the FRB provided notice of non-objection to Ally's planned preferred dividends and interest on the trust preferred securities and subordinated debt. We continue to have active, frequent and constructive dialogue with the FRB, and expect to submit our next official annual capital plan in January 2013.
Regulatory Capital
Refer to Note 19 to the Condensed Consolidated Financial Statements.

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Credit Ratings
The cost and availability of unsecured financing are influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security, or obligation. Lower ratings result in higher borrowing costs and reduced access to capital markets. This is particularly true for certain institutional investors whose investment guidelines require investment-grade ratings on term debt and the two highest rating categories for short-term debt (particularly money market investors).
Nationally recognized statistical rating organizations rate substantially all our debt. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies.
Rating agency
 
Short-term
 
Senior debt
 
Outlook
 
Date of last action
Fitch
 
B
 
BB-
 
Rating Watch Negative
 
April 18, 2012 (a)
Moody’s
 
Not-Prime
 
B1
 
Stable
 
February 7, 2011 (b)
S&P
 
C
 
B+
 
Positive
 
May 17, 2012 (c)
DBRS
 
R-4
 
BB-Low
 
Review - Developing
 
May 15, 2012 (d)
(a)
Fitch placed our senior debt on Rating Watch Negative and affirmed the short term rating of B on April 18, 2012.
(b)
Moody’s upgraded our senior debt rating to B1 from B3, affirmed the short-term rating of Not-Prime, and affirmed the outlook of Stable on February 7, 2011.
(c)
Standard & Poor’s affirmed our senior debt rating of B+ and the short-term rating of C, and changed the outlook to Positive on May 17, 2012.
(d)
DBRS placed our ratings Under Review - Developing on May 15, 2012.
Off-balance Sheet Arrangements
Refer to Note 10 to the Condensed Consolidated Financial Statements.
Purchase Obligations
Certain of the structures related to whole-loan sales, securitization transactions, and other off-balance sheet activities contain provisions that are standard in the whole-loan sale and securitization markets where we may (or, in certain limited circumstances, are obligated to) purchase specific assets from entities. Our obligations are as follows.
Loan Repurchases and Obligations Related to Loan Sales
ResCap Bankruptcy Filing
As described in Notes 1 and 25 to the Condensed Consolidated Financial Statements, on May 14, 2012, 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).
The contemplated Plan, a draft of which has been submitted to the Bankruptcy Court, is subject to negotiation with certain of the Debtors’ creditors (as directed by the Bankruptcy Court) and Bankruptcy Court approval. It is based on a settlement (the Settlement) that 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. A significant portion of our representation and warranty reserve was eliminated. Related to the deconsolidation of ResCap, Ally Bank was allocated a representation and warranty reserve, which was $127 million at September 30, 2012 with respect to Ally Bank's sold and serviced loans. No other representation and warranty exposure would exist if the Bankruptcy Court were to approve the Plan and the Settlement and they became effective.
Overview
Ally Bank, within our Mortgage operations, sells loans that take the form of securitizations guaranteed by Fannie Mae and Freddie Mac. In connection with securitizations and loan sales, the trustee, for the benefit of the related security holders, is provided various representations and warranties related to the loans sold. The specific representations and warranties typically relate to, among other things, the ownership of the loan, the validity of the lien securing the loan, the loan's compliance with the criteria for inclusion in the transaction, including compliance with underwriting standards or loan criteria established by the buyer, the ability to deliver required documentation and compliance with applicable laws. In general, the representations and warranties described above may be enforced against Ally Bank at any time unless a sunset provision is in place. Upon discovery of a breach of a representation or warranty, the breach is corrected in a manner conforming to the provisions of the sale agreement. This may require Ally Bank to repurchase the loan, indemnify the investor for incurred losses, or otherwise make the investor whole. See Repurchase Process below.
Originations
Since 2009, we have focused primarily on originating domestic prime conforming and government-insured mortgages. Representation and warranty risk-mitigation strategies include, but are not limited to, pursuing settlements with investors where economically beneficial in order to resolve a pipeline of demands in lieu of loan-by-loan assessments that could result in repurchasing loans, aggressively contesting claims we do not consider valid (rescinding claims), or seeking recourse against correspondent lenders from whom we purchased loans

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wherever appropriate.
The following table summarizes domestic mortgage loans sold by ResCap where Ally Bank maintained the mortgage servicing rights; and following the deconsolidation of ResCap, the loans sold by Ally Bank. The following table presents domestic mortgage loans sold categorized by GSE (original unpaid principal balance).
 
 
Nine months ended September 30,
 
Year ended December 31,
($ in billions)
 
2012
 
2011
 
2010
 
2009
 
2008
 
2007
Fannie Mae
 
$
15.1

 
$
33.8

 
$
35.2

 
$
21.1

 
$
17.7

 
$
6.7

Freddie Mac
 
4.8

 
15.8

 
15.7

 
8.5

 
8.6

 
2.3

Total sales (a)
 
$
19.9

 
$
49.6

 
$
50.9

 
$
29.6

 
$
26.3

 
$
9.0

(a)
Representation and warranty obligations vary by loan and may not apply to all loans sold by Ally Bank.
Representation and Warranty Obligation Reserve Methodology
The liability for representation and warranty obligations reflects management's best estimate of probable lifetime losses at Ally Bank. We consider historical and recent demand trends in establishing the reserve. The methodology used to estimate the reserve considers a variety of assumptions including borrower performance (both actual and estimated future defaults), repurchase demand behavior, historical loan defect experience, historical mortgage insurance rescission experience, and historical and estimated future loss experience, which includes projections of future home price changes as well as other qualitative factors including investor behavior. In cases where we may not be able to reasonably estimate losses, a liability is not recognized. Management monitors the adequacy of the overall reserve and makes adjustments to the level of reserve, as necessary, after consideration of other qualitative factors including ongoing dialogue and experience with counterparties.
At the time a loan is sold, an estimate of the fair value of the liability is recorded and classified in accrued expenses and other liabilities on our Condensed Consolidated Balance Sheet and recorded as a component of gain (loss) on mortgage and automotive loans, net, in our Condensed Consolidated Statement of Comprehensive Income. We recognize changes in the liability when additional relevant information becomes available. Changes in the estimate are recorded as other operating expenses in our Condensed Consolidated Statement of Comprehensive Income. The repurchase reserve at September 30, 2012, relates exclusively to GSE exposure.
Ally Bank experienced an increase in new claims for the three months and nine months ended September 30, 2012 compared to the same periods in 2011. The increase in repurchase claims from Fannie Mae was primarily for loans originated in 2007 and 2008 prior to enhanced underwriting standards. A material portion of new claim activity continues to be driven by claims associated with missing documents, which have historically had high rescission rates. The following tables present Ally Bank's new claims by GSEs (original unpaid principal balance).
Three months ended September 30, ($ in millions)
 
2012
 
2011
Fannie Mae
 
$
91

 
$
61

Freddie Mac
 
22

 
36

Total claims
 
$
113

 
$
97


Nine months ended September 30, ($ in millions)
 
2012
 
2011
Fannie Mae
 
$
221

 
$
160

Freddie Mac
 
86

 
145

Total claims
 
$
307

 
$
305

The following table presents the total number and original unpaid principal balance of loans related to unresolved representation and warranty demands (indemnification claims or repurchase demands). The table includes demands that we have requested be rescinded but have not been agreed to by the investor. Total unresolved representation and warranty demands where Ally Bank has requested the investor to rescind increased to $39 million or 40% of outstanding claims at September 30, 2012, compared to $11 million or 24% of outstanding claims at December 31, 2011.
 
 
September 30, 2012
 
December 31, 2011
($ in millions)
 
Number of Loans
 
Original UPB of Loans
 
Number of Loans
 
Original UPB of Loans
Fannie Mae
 
364
 
$
81

 
72
 
$
15

Freddie Mac
 
74
 
17

 
138
 
31

Total number of loans and unpaid principal balance
 
438
 
$
98

 
210
 
$
46


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Repurchase Process
After receiving a claim under representation and warranty obligations, Ally Bank will review the claim to determine the appropriate response (e.g., appeal and provide or request additional information) and take appropriate action (rescind, repurchase the loan, or remit indemnification payment). Historically, repurchase demands were generally related to loans that became delinquent within the first few years following origination. As a result of market developments over the past several years, investor repurchase demand behavior has changed significantly. GSEs are more likely to submit claims for loans at any point in the loan's life cycle, including requests for loans that become delinquent or loans that incur a loss. Representation and warranty claims are generally reviewed on a loan-by-loan basis to validate if there has been a breach requiring a potential repurchase or indemnification payment. Ally Bank actively contests claims to the extent they are not considered valid. Ally Bank is not required to repurchase a loan or provide an indemnification payment where claims are not valid.
The risk of repurchase or indemnification and the associated credit exposure is managed through the underwriting and quality assurance practices and by servicing mortgage loans to meet investor standards. Ally Bank believes that, in general, the longer a loan performs prior to default, the less likely it is that an alleged breach of representation and warranty will be found to have a material and adverse impact on the loan's performance. When loans are repurchased, Ally Bank bears the related credit loss on the loans. Repurchased loans are classified as held-for-sale and initially recorded at fair value.
The following table presents Ally Bank's new claims by vintage (original unpaid principal balance).
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2012
 
2011
 
2012
 
2011
Pre 2008
 
$
25

 
$
10

 
$
59

 
$
33

2008
 
55

 
44

 
154

 
115

Post 2008
 
33

 
43

 
94

 
157

Total claims
 
$
113

 
$
97

 
$
307

 
$
305

Private Mortgage Insurance
Mortgage insurance is required for certain consumer mortgage loans sold to the GSEs and certain securitization trusts. Mortgage insurance is typically required for first-lien consumer mortgage loans having a loan-to-value ratio at origination of greater than 80 percent. Mortgage insurers are, in certain circumstances, permitted to rescind existing mortgage insurance that covers consumer loans if they demonstrate certain loan underwriting requirements have not been met. Upon receipt of a rescission notice, Ally Bank will assess the notice and, if appropriate, refute the notice, or if the notice cannot be refuted, Ally Bank attempts to remedy the defect. In the event the mortgage insurance cannot be reinstated, Ally Bank may be obligated to repurchase the loan or provide an indemnification payment in the event of a loss, subject to contractual limitations. While Ally Bank makes every effort to reinstate the mortgage insurance, it has had limited success and as a result, most of these requests result in rescission of the mortgage insurance. At September 30, 2012, Ally Bank has approximately $9 million in original unpaid principal balance of outstanding mortgage insurance rescission notices where it has not received a repurchase demand. However, this unpaid principal amount is not representative of expected future losses.

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Critical Accounting Estimates
We identified critical accounting estimates that, as a result of judgments, uncertainties, uniqueness, and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition, results of operations, or cash flows under different conditions or using different assumptions.
Our most critical accounting estimates are as follows.
Fair value measurements
Allowance for loan losses
Valuation of automobile lease assets and residuals
Valuation of mortgage servicing rights
Goodwill
Determination of reserves for insurance losses and loss adjustment expenses
Legal and regulatory reserves
Loan repurchase and obligations related to loan sales
Determination of provision for income taxes
Based on events that occurred during the third quarter, we made the following update to our determination of provision for income taxes critical accounting estimates disclosed in our 2011 Annual Report on Form 10-K.
Determination of provision for income taxes — Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid. We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets within the tax jurisdiction from which they arise we consider all available positive and negative evidence including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.

In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). Our cumulative pretax losses in the three-year period ending with the current quarter are significant objectively verifiable negative evidence regarding future profitability. Consistent with the accounting guidance, we give significant weight to cumulative losses in recent years in our evaluation of the need for a full valuation allowance.

The weight of the negative evidence stemming from U.S. cumulative losses in recent years continues to decrease as losses incurred during 2009 become more distant, and our more recent profitability in the United States continues. Furthermore, based on current projections, we expect to be in a cumulative profit position in the United States for the three year-period ending December 31, 2012. This would represent a significant change in available evidence in the United States as compared to September 30, 2012. As a result, it is likely that we will reverse approximately $1.1 billion to $1.4 billion of our U.S. valuation allowance in the fourth quarter of 2012, which would favorably affect net income and equity in that period. The portion of the U.S. valuation allowance that likely will be retained relates primarily to deferred tax assets associated with capital loss and foreign tax credit carry forwards.
During the first quarter as part of our assessment of critical accounting estimates, we concluded that in accordance with Accounting Standards Codification 740, Income Taxes, there was a change in the methodologies and processes used in developing the provision for income taxes from what was described in our 2011 Annual Report on Form 10-K. Refer to Note 1 to the Condensed Consolidated Financial Statements for further discussion regarding the methodology and process used in the determination of provision for income taxes. There have been no other significant changes in the methodologies and processes used in developing these estimates from what was described in our 2011 Annual Report on Form 10-K.
Fair Value of Financial Instruments
We use fair value measurements to record fair value adjustments to certain instruments and to determine fair value disclosures. Refer to Note 22 to the Condensed Consolidated Financial Statements for description of valuation methodologies used to measure material assets and

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liabilities at fair value and details of the valuation models, key inputs to those models, and significant assumptions utilized. We follow the fair value hierarchy set forth in Note 22 to the Condensed Consolidated Financial Statements in order to prioritize the inputs utilized to measure fair value. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. As such, there may be reclassifications between hierarchy levels.
The following table summarizes assets and liabilities measured at fair value and the amounts measured using Level 3 inputs. The table includes recurring and nonrecurring measurements.
($ in millions)
 
September 30, 2012
 
December 31, 2011
Assets at fair value
 
$
21,680

 
$
30,172

As a percentage of total assets
 
12
%
 
16
%
Liabilities at fair value
 
$
4,711

 
$
6,299

As a percentage of total liabilities
 
3
%
 
4
%
Assets at fair value using Level 3 inputs
 
$
1,487

 
$
4,666

As a percentage of assets at fair value
 
7
%
 
15
%
Liabilities at fair value using Level 3 inputs
 
$
34

 
$
878

As a percentage of liabilities at fair value
 
1
%
 
14
%
Level 3 assets declined 68% or $3.2 billion primarily due to the deconsolidation of ResCap during the nine months ended September 30, 2012, which resulted in a significant decline in mortgage servicing rights, mortgage loans held-for-sale, net, and consumer mortgage finance receivables and loans, net. Refer to Note 1 to the Condensed Consolidated Financial Statements. As the value of the consumer mortgage finance receivables and loan, net, declined, the value of the related on-balance sheet securitization debt also declined, which was the primary reason Level 3 liabilities declined by 96% or $844 million.
We have numerous internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to detailed analytics and management review and approval. We have an established model validation policy and program in place that covers all models used to generate fair value measurements. This model validation program ensures a controlled environment is used for the development, implementation, and use of the models and change procedures. Further, this program uses a risk-based approach to select models to be reviewed and validated by an independent internal risk group to ensure the models are consistent with their intended use, the logic within the models is reliable, and the inputs and outputs from these models are appropriate. Additionally, a wide array of operational controls are in place to ensure the fair value measurements are reasonable, including controls over the inputs into and the outputs from the fair value measurement models. For example, we backtest the internal assumptions used within models against actual performance. We also monitor the market for recent trades, market surveys, or other market information that may be used to benchmark model inputs or outputs. Certain valuations will also be benchmarked to market indices when appropriate and available. We have scheduled model and/or input recalibrations that occur on a periodic basis but will recalibrate earlier if significant variances are observed as part of the backtesting or benchmarking noted above.
Considerable judgment is used in forming conclusions from market observable data used to estimate our Level 2 fair value measurements and in estimating inputs to our internal valuation models used to estimate our Level 3 fair value measurements. Level 3 inputs such as interest rate movements, prepayment speeds, credit losses, and discount rates are inherently difficult to estimate. Changes to these inputs can have a significant effect on fair value measurements. Accordingly, our estimates of fair value are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

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Statistical Table
The accompanying supplemental information should be read in conjunction with the more detailed information, including our Condensed Consolidated Financial Statements and the notes thereto, which appears elsewhere in this Quarterly Report.
Net Interest Margin Table
The following table presents an analysis of net interest margin excluding discontinued operations for the periods shown.
 
 
2012
 
2011
 
Increase (decrease)
due to (a)
Three months ended September 30,
($ in millions)
 
Average
balance (b)
 
Interest
income/
interest
expense
 
Yield/
rate
 
Average
balance (b)
 
Interest
income/
interest
expense
 
Yield/
rate
 
Volume
 
Yield/rate
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
15,648

 
$
22

 
0.56
%
 
$
13,373

 
$
14

 
0.42
%
 
$
3

 
$
5

 
$
8

Trading assets
 

 

 

 
351

 
4

 
4.52

 
(4
)
 

 
(4
)
Investment securities (c)
 
12,395

 
67

 
2.15

 
13,814

 
96

 
2.76

 
(9
)
 
(20
)
 
(29
)
Loans held-for-sale, net
 
2,731

 
22

 
3.20

 
9,654

 
86

 
3.53

 
(56
)
 
(8
)
 
(64
)
Finance receivables and loans, net (d)
 
120,634

 
1,651

 
5.44

 
112,478

 
1,680

 
5.93

 
117

 
(146
)
 
(29
)
Investment in operating leases, net (e)
 
11,943

 
281

 
9.36

 
9,040

 
254

 
11.15

 
73

 
(46
)
 
27

Total interest-earning assets
 
163,351

 
2,043

 
4.98

 
158,710

 
2,134

 
5.33

 
124

 
(215
)
 
(91
)
Noninterest-bearing cash and cash equivalents
 
1,582

 
 
 
 
 
1,321

 
 
 
 
 
 
 
 
 
 
Other assets
 
18,923

 
 
 
 
 
27,565

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(1,428
)
 
 
 
 
 
(1,737
)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
182,428

 
 
 
 
 
$
185,859

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposit liabilities
 
$
46,378

 
$
185

 
1.59
%
 
$
42,131

 
$
179

 
1.69
%
 
$
17

 
$
(11
)
 
$
6

Short-term borrowings
 
5,935

 
46

 
3.08

 
7,320

 
61

 
3.31

 
(11
)
 
(4
)
 
(15
)
Long-term debt (f) (g) (h)
 
91,477

 
1,041

 
4.53

 
92,313

 
1,293

 
5.56

 
(12
)
 
(240
)
 
(252
)
Total interest-bearing liabilities (f) (g) (i)
 
143,790

 
1,272

 
3.52

 
141,764

 
1,533

 
4.29

 
(6
)
 
(255
)
 
(261
)
Noninterest-bearing deposit liabilities
 
2,504

 
 
 
 
 
2,509

 
 
 
 
 
 
 
 
 
 
Total funding sources (g) (j)
 
146,294

 
1,272

 
3.46

 
144,273

 
1,533

 
4.22

 
 
 
 
 
 
Other liabilities
 
17,615

 
 
 
 
 
21,529

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
163,909

 
 
 
 
 
165,802

 
 
 
 
 
 
 
 
 
 
Total equity
 
18,519

 
 
 
 
 
20,057

 
 
 
 
 
 
 
 
 
 
Total liabilities and equity
 
$
182,428

 
 
 
 
 
$
185,859

 
 
 
 
 
 
 
 
 
 
Net financing revenue
 
 
 
$
771

 
 
 
 
 
$
601

 
 
 
$
130

 
$
40

 
$
170

Net interest spread (k)
 
 
 
 
 
1.46
%
 
 
 
 
 
1.04
%
 
 
 
 
 
 
Net interest spread excluding original issue discount (k)
 
 
 
 
 
1.71

 
 
 
 
 
1.73

 
 
 
 
 
 
Net interest spread excluding original issue discount and including noninterest bearing deposit liabilities (k)
 
 
 
 
 
1.77

 
 
 
 
 
1.79

 
 
 
 
 
 
Net yield on interest-earning assets (l)
 
 
 
 
 
1.88

 
 
 
 
 
1.50

 
 
 
 
 
 
Net yield on interest-earning assets excluding original issue discount (l)
 
 
 
 
 
2.06

 
 
 
 
 
2.06

 
 
 
 
 
 
(a)
Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.
(b)
Average balances are calculated using a combination of monthly and daily average methodologies.
(c)
Excludes income on equity investments of $6 million during both the three months ended September 30, 2012 and 2011. Yields on available-for-sale debt securities are based on fair value as opposed to historical cost.
(d)
Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
(e)
Includes gains on sale of $47 million and $76 million during the three months ended September 30, 2012 and 2011, respectively. Excluding these gains on sale, the annualized yield would be 7.79% and 7.81% at September 30, 2012 and 2011, respectively.
(f)
Includes the effects of derivative financial instruments designated as hedges.
(g)
Average balance includes $1,873 million and $2,363 million related to original issue discount at September 30, 2012 and 2011, respectively. Interest expense includes original issue discount amortization of $76 million and $225 million during the three months ended September 30, 2012 and 2011, respectively.
(h)
Excluding original issue discount the rate on long-term debt was 4.11% and 4.48% at September 30, 2012 and 2011, respectively.
(i)
Excluding original issue discount the rate on total interest-bearing liabilities was 3.27% and 3.60% at September 30, 2012 and 2011, respectively.
(j)
Excluding original issue discount the rate on total funding sources was 3.21% and 3.54% at September 30, 2012 and 2011, respectively.
(k)
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
(l)
Net yield on interest-earning assets represents net financing revenue as a percentage of total interest-earning assets.

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2012
 
2011
 
Increase (decrease)
due to (a)
Nine months ended September 30,
($ in millions)
 
Average
balance (b)
 
Interest
income/
interest
expense
 
Yield/
rate
 
Average
balance (b)
 
Interest
income/
interest
expense
 
Yield/
rate
 
Volume
 
Yield/rate
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing cash and cash equivalents
 
$
12,978

 
$
54

 
0.56
%
 
$
12,776

 
$
41

 
0.43
%
 
$
1

 
$
12

 
$
13

Trading assets
 
364

 
13

 
4.77

 
272

 
10

 
4.92

 
3

 

 
3

Investment securities (c)
 
13,108

 
225

 
2.29

 
14,236

 
294

 
2.76

 
(22
)
 
(47
)
 
(69
)
Loans held-for-sale, net
 
4,913

 
131

 
3.56

 
8,953

 
256

 
3.82

 
(109
)
 
(16
)
 
(125
)
Finance receivables and loans, net (d)
 
119,995

 
5,020

 
5.59

 
109,498

 
4,976

 
6.08

 
456

 
(412
)
 
44

Investment in operating leases, net (e)
 
10,746

 
789

 
9.81

 
8,997

 
1,061

 
15.77

 
180

 
(452
)
 
(272
)
Total interest-earning assets
 
162,104

 
6,232

 
5.14

 
154,732

 
6,638

 
5.74

 
509

 
(915
)
 
(406
)
Noninterest-bearing cash and cash equivalents
 
2,092

 
 
 
 
 
1,125

 
 
 
 
 
 
 
 
 
 
Other assets
 
21,114

 
 
 
 
 
25,486

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(1,484
)
 
 
 
 
 
(1,805
)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
183,826

 
 
 
 
 
$
179,538

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposit liabilities
 
$
45,501

 
$
555

 
1.63
%
 
$
40,233

 
$
516

 
1.71
%
 
$
65

 
$
(26
)
 
$
39

Short-term borrowings
 
6,735

 
181

 
3.59

 
7,233

 
240

 
4.44

 
(16
)
 
(43
)
 
(59
)
Long-term debt (f) (g) (h)
 
92,376

 
3,286

 
4.75

 
90,012

 
4,030

 
5.99

 
103

 
(847
)
 
(744
)
Total interest-bearing liabilities (f) (g) (i)
 
144,612

 
4,022

 
3.72

 
137,478

 
4,786

 
4.65

 
152

 
(916
)
 
(764
)
Noninterest-bearing deposit liabilities
 
2,297

 
 
 
 
 
2,232

 
 
 
 
 
 
 
 
 
 
Total funding sources (g) (j)
 
146,909

 
4,022

 
3.66

 
139,710

 
4,786

 
4.58

 
 
 
 
 
 
Other liabilities
 
17,937

 
 
 
 
 
19,414

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
164,846

 
 
 
 
 
159,124

 
 
 
 
 
 
 
 
 
 
Total equity
 
18,980

 
 
 
 
 
20,414

 
 
 
 
 
 
 
 
 
 
Total liabilities and equity
 
$
183,826

 
 
 
 
 
$
179,538

 
 
 
 
 
 
 
 
 
 
Net financing revenue
 
 
 
$
2,210

 
 
 
 
 
$
1,852

 
 
 
$
357

 
$
1

 
$
358

Net interest spread (k)
 
 
 
 
 
1.42
%
 
 
 
 
 
1.09
%
 
 
 
 
 
 
Net interest spread excluding original issue discount (k)
 
 
 
 
 
1.73

 
 
 
 
 
1.91

 
 
 
 
 
 
Net interest spread excluding original issue discount and including noninterest bearing deposit liabilities (k)
 
 
 
 
 
1.78

 
 
 
 
 
1.97

 
 
 
 
 
 
Net yield on interest-earning assets (l)
 
 
 
 
 
1.82

 
 
 
 
 
1.60

 
 
 
 
 
 
Net yield on interest-earning assets excluding original issue discount (l)
 
 
 
 
 
2.05

 
 
 
 
 
2.27

 
 
 
 
 
 
(a)
Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.
(b)
Average balances are calculated using a combination of monthly and daily average methodologies.
(c)
Excludes income on equity investments of $18 million and $17 million during the nine months ended September 30, 2012 and 2011, respectively. Yields on available-for-sale debt securities are based on fair value as opposed to historical cost.
(d)
Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to Note 1 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K.
(e)
Includes gains on sale of $155 million and $361 million during the nine months ended September 30, 2012 and 2011, respectively. Excluding these gains on sale, the annualized yield would be 7.88% and 10.40% at September 30, 2012 and 2011, respectively.
(f)
Includes the effects of derivative financial instruments designated as hedges.
(g)
Average balance includes $1,966 million and $2,630 million related to original issue discount at September 30, 2012 and 2011, respectively. Interest expense includes original issue discount amortization of $280 million and $775 million during the nine months ended September 30, 2012 and 2011, respectively.
(h)
Excluding original issue discount the rate on long-term debt was 4.26% and 4.70% at September 30, 2012 and 2011, respectively.
(i)
Excluding original issue discount the rate on total interest-bearing liabilities was 3.41% and 3.83% at September 30, 2012 and 2011, respectively.
(j)
Excluding original issue discount the rate on total funding sources was 3.36% and 3.77% at September 30, 2012 and 2011, respectively.
(k)
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
(l)
Net yield on interest-earning assets represents net financing revenue as a percentage of total interest-earning assets.

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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q

Recently Issued Accounting Standards
Refer to Note 1 to the Condensed Consolidated Financial Statements.
Forward-looking Statements
The foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations and other portions of this Form 10-Q contain various forward-looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995, that are based upon our current expectations and assumptions concerning future events that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.
The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of these words or similar expressions is intended to identify forward-looking statements. All statements herein, other than statements of historical fact, including without limitation statements about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties.
While these statements represent our current judgment on what the future may hold and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and Ally’s actual results may differ materially due to numerous important factors that are described in the most recent reports on Forms 10-K and 10-Q for Ally, each of which may be revised or supplemented in subsequent reports on Forms 10-Q and 8-K. Such factors include, among others, the following: maintaining the mutually beneficial relationship between Ally and General Motors (“GM”), and Ally and Chrysler Group LLC (“Chrysler”); the profitability and financial condition of GM and Chrysler; bankruptcy court approval of the plan and settlement related to the bankruptcy filings by Residential Capital, LLC and certain of its subsidiaries; our ability to realize the anticipated benefits associated with being a bank holding company, and the increased regulation and restrictions that we are now subject to; the potential for deterioration in the residual value of off-lease vehicles; disruptions in the market in which we fund our operations, with resulting negative impact on our liquidity; changes in our accounting assumptions that may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; changes in the credit ratings of Ally, Chrysler, or GM; changes in economic conditions, currency exchange rates or political stability in the markets in which we operate; and changes in the existing or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations (including as a result of the Dodd-Frank Act and Basel III).
Use of the term “loans” describes products associated with direct and indirect lending activities of Ally’s global operations. The specific products include retail installment sales contracts, loans, lines of credit, leases or other financing products. The term “originate” refers to Ally’s purchase, acquisition, or direct origination of various “loan” products.

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Quantitative and Qualitative Disclosures about Market Risk
Ally Financial Inc. • Form 10-Q

Item 3.     Quantitative and Qualitative Disclosures about Market Risk
Refer to the Market Risk section of Item 2, Management’s Discussion and Analysis.

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Controls and Procedures
Ally Financial Inc. • Form 10-Q

Item 4.     Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Senior Executive Vice President of Finance and Corporate Planning (Principal Financial Officer), to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures were effective.
There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Ally have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II — OTHER INFORMATION
Ally Financial Inc. • Form 10-Q



Item 1.     Legal Proceedings
Refer to Note 25 to the Condensed Consolidated Financial Statements (incorporated herein by reference) for a discussion related to our legal proceedings, which supplements the discussion of legal proceedings set forth in Note 31 to our 2011 Annual Report on Form 10-K.
Item 1A.     Risk Factors
Other than with respect to the risk factor provided below, there have been no material changes to the Risk Factors described in our 2011 Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q for the three months ended March 31, 2012 and June 30, 2012.
Risks Related to Our Business
The Bankruptcy Court may not approve the Settlement or the Plan, and, even if the Settlement and Plan are approved, each may not be consummated if certain conditions are not met or if delays occur. If the Settlement and Plan are not approved and consummated, we will not be entitled to any release from claims of the Debtors or third parties.
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). The Plan includes a proposed settlement (the Settlement) between AFI and the Debtors, which includes a 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.
There can be no assurance that the Bankruptcy Court will approve the Settlement. In particular, the Bankruptcy Court may not approve the proposed release of all existing or potential ResCap related causes of action against AFI held by third parties. The Plan and the Settlement are currently the subject of investigations by the Examiner and the Creditors' Committee, as described more fully below. Even if the Settlement is approved, there can be no assurance that the conditions to effectiveness of the Settlement will be satisfied. These conditions include, among other things, that the Plan and the order that confirms the Plan (the Confirmation Order) must incorporate the terms and conditions of the Settlement.
There can also be no assurance that the Bankruptcy Court will confirm the Plan, and, even if the Plan is confirmed, the consummation of the Plan is subject to several conditions, and there can be no assurance that the required conditions will be satisfied. The failure to do so would result in modifications to the Plan, or the pursuit of an alternative form of reorganization or liquidation. This could result in delay and significant expense, and any modifications to the Plan or other alternative may well be less favorable to AFI. Even if substantial elements of the Plan are confirmed by the Bankruptcy Court and all required conditions are satisfied, there could be significant litigation against AFI for any claims not released under the Plan. At the Bankruptcy Court's direction, the Plan is subject to negotiation with the Debtors' significant creditor constituents, including the Creditors' Committee, the Ad Hoc Group and AFI. Failure to obtain significant creditor support for the Plan may result in material modifications to the Plan and/or Settlement.
The Debtors currently expect to sell their mortgage origination and servicing business and certain other mortgage-related assets under section 363 of the Bankruptcy Code, and not as part of the Plan as was previously contemplated. If these asset sales occur outside of the Plan, as expected, it could have an adverse impact on the likelihood that the Bankruptcy Court would confirm the Plan as submitted.
ResCap has obtained debtor-in-possession financing, including from AFI. The proceeds from the asset sales contemplated by the Debtors will be used to repay this financing. If the asset sales do not occur, or if there otherwise is an event of default under either of ResCap's debtor-in-possession financing facilities and the lenders thereto accelerated repayment, it is unlikely that the Plan would be consummated.
The Settlement currently contemplates certain milestone requirements that the Debtors have failed to satisfy, including the Bankruptcy Court's entry of the Confirmation Order on or before October 31, 2012. Notwithstanding this, to date, AFI has continued to comply with the Plan Support Agreement. Pursuant to the terms of the Settlement, the failure to meet the October 31 milestone results in the Settlement's automatic termination. However, AFI and the Debtors have agreed to temporarily waive the automatic termination, but, each of AFI and the Debtors have preserved the right to rescind such waiver at any point in the future. The waiver will terminate on December 31, 2012 unless AFI and the Debtors otherwise agree in writing. If the Settlement were terminated on account of the Debtors' failure to satisfy these milestone requirements, except in limited circumstances, AFI would still be required to perform all of its obligations described above with respect to the Settlement, except that AFI would not make the $750 million cash contribution and would not be entitled to receive any releases from either the Debtors or any third party claimants. In addition, ResCap has the ability to terminate the Settlement and not seek confirmation of the Plan, in which case AFI would not be entitled to receive the releases. If AFI does not receive the releases described in Note 1, the Debtors and/or third party creditors are likely to assert substantial claims directly against AFI, which could have a material adverse impact on our results of operations, financial position or cash flows.
As of the Petition Date, ResCap had support for the Plan from the ad hoc steering committee representing ResCap's junior secured notes (Ad Hoc Committee) and, certain other noteholders together holding $791 million out of a total of approximately $2.1 billion of these notes. The Debtors have failed to satisfy certain milestone requirements in the Plan support agreement with the Ad Hoc Committee (Ad Hoc Committee PSA); and, on September 24, 2012, the official committee of unsecured creditors (the Committee) appointed in the Debtors' bankruptcy cases filed a motion seeking standing to challenge the validity of the liens on certain assets securing the junior secured notes,

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Ally Financial Inc. • Form 10-Q

which are the liens that secure certain of AFI's loans to ResCap. On or about September 25, 2012, the junior secured noteholders terminated the Ad Hoc Committee 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. As of September 30, 2012, the examiner's preliminary estimate regarding the time necessary for the examiner to complete his investigation and related report was at least six months from approximately August 6, 2012. Counsel to the examiner recently informed parties in interest that it would be requesting from the Bankruptcy Court an extended target date for issuance of the examiner’s report based upon completion of document production and witness interviews, rather than an approximation date. The examiner’s request may result in a delay for issuing the examiner’s report. The Bankruptcy Court is scheduled to hold a conference on November 5, 2012 to address the examiner's request. As a result of this, the Bankruptcy Court did not enter the Confirmation Order by the required October 31 deadline described above. While AFI and the Debtors have agreed to temporarily waive the automatic termination as described above, each of AFI and the Debtors have preserved the right to rescind such waiver at any point in the future, and the waiver will terminate on December 31, 2012 unless AFI and the Debtors otherwise agree in writing. If the waiver is rescinded or terminates, the Plan and the Settlement will terminate.
A failure of or interruption in, as well as, security risks of the communications and information systems on which we rely to conduct our business could adversely affect our revenues and profitability.
We rely heavily upon communications and information systems to conduct our business. Any failure or interruption of our information systems or the third-party information systems on which we rely as a result of inadequate or failed processes or systems, human errors, or external events could cause underwriting or other delays and could result in fewer applications being received, slower processing of applications, and reduced efficiency in servicing. In addition, our communication and information systems may present security risks, and could be susceptible to hacking or identity theft. For example, similar to other large financial institutions, Ally's website, ally.com, was recently the subject of cyber attacks that resulted in slow performance and unavailability of the website for some customers. The occurrence of any of these events could have a material adverse effect on our business.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.     Defaults upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
Item 5.     Other Information
None.
Item 6.     Exhibits
The exhibits listed on the accompanying Index of Exhibits are filed as a part of this report. This Index is incorporated herein by reference.

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Ally Financial Inc. • Form 10-Q

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 2nd day of November, 2012.
 
 
 
Ally Financial Inc.
(Registrant)
 
 
 
/s/    JEFFREY J. BROWN
 
Jeffrey J. Brown
Senior Executive Vice President of
Finance and Corporate Planning
 
 
 
/s/    DAVID J. DEBRUNNER
 
David J. DeBrunner
Vice President, Chief Accounting Officer, and
Corporate Controller

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Ally Financial Inc. • Form 10-Q

INDEX OF EXHIBITS
 
 
 
Exhibit
Description
Method of Filing
 
 
 
12
Computation of Ratio of Earnings to Fixed Charges
Filed herewith.
 
 
 
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed herewith.
 
 
 
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed herewith.
 
 
 
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
Filed herewith.
 
 
 
101
Interactive Data File
Filed herewith.

144