GJM 2013.9.30 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, 2013, 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 4, 2013, 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.



 
PART I — FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements
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)
 
2013
 
2012
 
2013
 
2012
Financing revenue and other interest income
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
1,119

 
$
1,141

 
$
3,393

 
$
3,374

Interest on loans held-for-sale
 

 
23

 
19

 
74

Interest on trading assets
 

 

 

 
10

Interest and dividends on available-for-sale investment securities
 
85

 
64

 
229

 
215

Interest-bearing cash
 
3

 
8

 
8

 
19

Operating leases
 
832

 
631

 
2,354

 
1,699

Total financing revenue and other interest income
 
2,039

 
1,867

 
6,003

 
5,391

Interest expense
 
 
 
 
 
 
 
 
Interest on deposits
 
163

 
158

 
489

 
481

Interest on short-term borrowings
 
15

 
20

 
47

 
56

Interest on long-term debt
 
609

 
851

 
2,013

 
2,568

Total interest expense
 
787

 
1,029

 
2,549

 
3,105

Depreciation expense on operating lease assets
 
515

 
366

 
1,449

 
1,006

Net financing revenue
 
737

 
472

 
2,005

 
1,280

Other revenue
 
 
 
 
 
 
 
 
Servicing fees
 
13

 
91

 
114

 
326

Servicing asset valuation and hedge activities, net
 

 
134

 
(213
)
 
74

Total servicing income, net
 
13

 
225

 
(99
)
 
400

Insurance premiums and service revenue earned
 
251

 
262

 
768

 
793

Gain on mortgage and automotive loans, net
 
15

 
142

 
52

 
248

Loss on extinguishment of debt
 
(42
)
 

 
(42
)
 

Other gain (loss) on investments, net
 
41

 
(23
)
 
156

 
130

Other income, net of losses
 
93

 
169

 
324

 
523

Total other revenue
 
371

 
775

 
1,159

 
2,094

Total net revenue
 
1,108

 
1,247

 
3,164

 
3,374

Provision for loan losses
 
141

 
105

 
361

 
236

Noninterest expense
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
245

 
257

 
782

 
830

Insurance losses and loss adjustment expenses
 
85

 
90

 
346

 
337

Other operating expenses
 
432

 
498

 
1,393

 
1,504

Total noninterest expense
 
762

 
845

 
2,521

 
2,671

Income from continuing operations before income tax expense (benefit)
 
205

 
297

 
282

 
467

Income tax expense (benefit) from continuing operations
 
28

 
46

 
(55
)
 
31

Net income from continuing operations
 
177

 
251

 
337

 
436

(Loss) income from discontinued operations, net of tax
 
(86
)
 
133

 
(80
)
 
(640
)
Net income (loss)
 
91

 
384

 
257

 
(204
)
Other comprehensive income (loss), net of tax
 
4

 
218

 
(494
)
 
199

Comprehensive income (loss)
 
$
95

 
$
602

 
$
(237
)
 
$
(5
)
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)
 
2013
 
2012
 
2013
 
2012
Net (loss) income attributable to common shareholders
 
 
 
 
 
 
 
 
Net income from continuing operations
 
$
177

 
$
251

 
$
337

 
$
436

Preferred stock dividends — U.S. Department of Treasury
 
(134
)
 
(134
)
 
(401
)
 
(401
)
Preferred stock dividends
 
(67
)
 
(67
)
 
(200
)
 
(200
)
Net (loss) income from continuing operations attributable to common shareholders
 
(24
)
 
50

 
(264
)
 
(165
)
(Loss) income from discontinued operations, net of tax
 
(86
)
 
133

 
(80
)
 
(640
)
Net (loss) income attributable to common shareholders
 
$
(110
)
 
$
183

 
$
(344
)
 
$
(805
)
Basic weighted-average common shares outstanding
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

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

 
1,330,970

 
1,330,970

 
1,330,970

Basic earnings per common share
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
 
$
(18
)
 
$
38

 
$
(199
)
 
$
(124
)
(Loss) income from discontinued operations, net of tax
 
(64
)
 
100

 
(60
)
 
(481
)
Net (loss) income
 
$
(82
)
 
$
138

 
$
(259
)
 
$
(605
)
Diluted earnings per common share (a)
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
 
$
(18
)
 
$
38

 
$
(199
)
 
$
(124
)
(Loss) income from discontinued operations, net of tax
 
(64
)
 
100

 
(60
)
 
(481
)
Net (loss) income
 
$
(82
)
 
$
138

 
$
(259
)
 
$
(605
)
(a)
Due to the antidilutive effect of converting the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares and the net (loss) income from continuing operations attributable to common shareholders for the three months and nine months ended September 30, 2013 and 2012, respectively, net (loss) income from continuing operations 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, 2013
 
December 31, 2012
Assets
 
 
 
 
Cash and cash equivalents
 
 
 
 
Noninterest-bearing
 
$
1,063

 
$
1,073

Interest-bearing
 
5,486

 
6,440

Total cash and cash equivalents
 
6,549

 
7,513

Investment securities
 
17,967

 
14,178

Loans held-for-sale, net ($63 and $2,490 fair value-elected)
 
82

 
2,576

Finance receivables and loans, net
 
 
 
 
Finance receivables and loans, net
 
95,281

 
99,055

Allowance for loan losses
 
(1,198
)
 
(1,170
)
Total finance receivables and loans, net
 
94,083

 
97,885

Investment in operating leases, net
 
17,254

 
13,550

Mortgage servicing rights
 

 
952

Premiums receivable and other insurance assets
 
1,649

 
1,609

Other assets
 
7,059

 
11,908

Assets of operations held-for-sale
 
5,913

 
32,176

Total assets
 
$
150,556

 
$
182,347

Liabilities
 
 
 
 
Deposit liabilities
 
 
 
 
Noninterest-bearing
 
$
66

 
$
1,977

Interest-bearing
 
51,965

 
45,938

Total deposit liabilities
 
52,031

 
47,915

Short-term borrowings
 
6,015

 
7,461

Long-term debt
 
60,701

 
74,561

Interest payable
 
978

 
932

Unearned insurance premiums and service revenue
 
2,332

 
2,296

Accrued expenses and other liabilities
 
4,836

 
6,585

Liabilities of operations held-for-sale
 
4,602

 
22,699

Total liabilities
 
131,495

 
162,449

Equity
 
 
 
 
Common stock and paid-in capital
 
19,669

 
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
 
(7,365
)
 
(7,021
)
Accumulated other comprehensive (loss) income
 
(183
)
 
311

Total equity
 
19,061

 
19,898

Total liabilities and equity
 
$
150,556

 
$
182,347

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

5

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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, 2013
 
December 31, 2012
Assets
 
 
 
 
Finance receivables and loans, net
 
 
 
 
Finance receivables and loans, net
 
$
28,308

 
$
31,510

Allowance for loan losses
 
(152
)
 
(144
)
Total finance receivables and loans, net
 
28,156

 
31,366

Investment in operating leases, net
 
5,316

 
6,060

Other assets
 
1,492

 
2,868

Assets of operations held-for-sale
 
149

 
12,139

Total assets
 
$
35,113

 
$
52,433

Liabilities
 
 
 
 
Short-term borrowings
 
$
500

 
$
400

Long-term debt
 
24,169

 
26,461

Interest payable
 
1

 
1

Accrued expenses and other liabilities
 
12

 
16

Liabilities of operations held-for-sale
 
149

 
9,686

Total liabilities
 
$
24,831

 
$
36,564

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

6

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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 (loss)
 
Total
equity
Balance at January 1, 2012
$
19,668

 
$
5,685

 
$
1,255

 
$
(7,415
)
 
$
87

 
$
19,280

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

 
$
(8,220
)
 
$
286

 
$
18,674

Balance at January 1, 2013
$
19,668

 
$
5,685

 
$
1,255

 
$
(7,021
)
 
$
311

 
$
19,898

Net income
 
 
 
 
 
 
257

 
 
 
257

Preferred stock dividends — U.S. Department of Treasury
 
 
 
 
 
 
(401
)
 
 
 
(401
)
Preferred stock dividends
 
 
 
 
 
 
(200
)
 
 
 
(200
)
Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
(494
)
 
(494
)
Increase in paid-in capital
1

 
 
 
 
 
 
 
 
 
1

Balance at September 30, 2013
$
19,669

 
$
5,685

 
$
1,255

 
$
(7,365
)
 
$
(183
)
 
$
19,061

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

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

Nine months ended September 30, ($ in millions)
 
2013
 
2012
Operating activities
 
 
 
 
Net income (loss)
 
$
257

 
$
(204
)
Reconciliation of net income to net cash provided by operating activities
 
 
 
 
Depreciation and amortization
 
2,106

 
1,758

Changes in fair value of mortgage servicing rights
 
102

 
654

Provision for loan losses
 
431

 
285

Gain on sale of loans, net
 
(52
)
 
(396
)
Net gain on investment securities
 
(156
)
 
(144
)
Loss on extinguishment of debt
 
42

 

Originations and purchases of loans held-for-sale
 
(6,234
)
 
(23,670
)
Proceeds from sales and repayments of loans held-for-sale
 
8,647

 
25,295

Impairment and settlement related to Residential Capital, LLC
 
1,350

 
1,192

Gain on sale of subsidiaries, net
 
(932
)
 
(28
)
Net change in
 
 
 
 
Trading assets
 

 
595

Deferred income taxes
 
(604
)
 
(199
)
Interest payable
 
51

 
168

Other assets
 
2,943

 
475

Other liabilities
 
(3,456
)
 
(761
)
Other, net
 
(130
)
 
(175
)
Net cash provided by operating activities
 
4,365

 
4,845

Investing activities
 
 
 
 
Purchases of available-for-sale securities
 
(12,747
)
 
(9,592
)
Proceeds from sales of available-for-sale securities
 
4,721

 
6,774

Proceeds from maturities and repayment of available-for-sale securities
 
3,893

 
4,940

Net decrease (increase) in finance receivables and loans
 
2,744

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

 
2,329

Purchases of operating lease assets
 
(7,251
)
 
(5,612
)
Disposals of operating lease assets
 
2,080

 
1,303

Sale of mortgage servicing rights
 
911

 

Proceeds from sale of business units, net (a)
 
6,937

 
516

Net cash effect from deconsolidation of Residential Capital, LLC
 

 
(539
)
Net change in restricted cash
 
2,297

 
92

Other, net 
 
(55
)
 
(17
)
Net cash provided by (used in) investing activities
 
3,530

 
(7,731
)
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)
 
2013
 
2012
Financing activities
 
 
 
 
Net change in short-term borrowings
 
(936
)
 
(1,673
)
Net increase in deposits
 
4,057

 
4,647

Proceeds from issuance of long-term debt
 
13,347

 
27,520

Repayments of long-term debt
 
(26,725
)
 
(22,908
)
Dividends paid
 
(601
)
 
(601
)
Net cash (used in) provided by financing activities
 
(10,858
)
 
6,985

Effect of exchange-rate changes on cash and cash equivalents
 
47

 
(1
)
Net (decrease) increase in cash and cash equivalents
 
(2,916
)
 
4,098

Adjustment for change in cash and cash equivalents of operations held-for-sale (a) (b)
 
1,952

 
24

Cash and cash equivalents at beginning of year
 
7,513

 
13,035

Cash and cash equivalents at September 30,
 
$
6,549

 
$
17,157

Supplemental disclosures
 
 
 
 
Cash paid for
 
 
 
 
Interest
 
$
2,890

 
$
3,705

Income taxes
 
67

 
291

Other disclosures
 
 
 
 
Proceeds from sales and repayments of mortgage loans held-for-investment originally designated as held-for-sale
 
43

 
116

(a)
The amounts are net of cash and cash equivalents of $1,418 million at September 30, 2013 and $147 million at September 30, 2012 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, diversified, financial services firm. Founded in 1919, we are a leading automotive financial services company with over 90 years of 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 (internet, telephone, mobile, and mail) 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, 2013, and for the three months and nine months ended September 30, 2013, and 2012, 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, 2012, as filed on March 1, 2013, with the U.S. Securities and Exchange Commission (SEC) as revised by the Current Report on Form 8-K filed with the SEC on July 9, 2013 (referred to herein as 2012 Annual Report).
Residential Capital, LLC
Our mortgage operations were historically a significant portion of our operations and were conducted primarily through our Residential Capital, LLC (ResCap) subsidiary. On May 14, 2012, 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 (the Bankruptcy Court). As a result of the bankruptcy filing, effective May 14, 2012, we deconsolidated ResCap from our financial statements and recorded a charge of $442 million for the impairment of Ally's investment in ResCap. During the first quarter of 2013, we discontinued performing certain mortgage activities, which were required as part of the bankruptcy process until the sale of certain assets occurred. As a result of us discontinuing these activities, the operations of ResCap were classified as discontinued. Refer to Note 2 for further information.
On May 14, 2013, Ally Financial Inc., on behalf of itself and certain of its subsidiaries (collectively, AFI) entered into a Plan Support Agreement (the PSA) with the Debtors, the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases (the Creditors' Committee), and certain creditors (collectively, the Consenting Claimants). The PSA, which was approved by the Bankruptcy Court on June 26, 2013, requires the parties to support a Chapter 11 plan in the Debtors' Chapter 11 cases (the Plan) that, among other things, settles and provides AFI full releases for all existing and potential claims between AFI and the Debtors, including all representation and warranty claims that reside with the Debtors (the Debtor Releases), and shall include full releases for all pending and potential claims held by third parties related to the Debtors that could be brought against AFI (the Third Party Releases).
On July 3, 2013, the Debtors filed the Plan and related disclosure statement (the Disclosure Statement), with the Bankruptcy Court. The Bankruptcy Court entered an order approving the Disclosure Statement on August 23, 2013, and the Plan confirmation hearing is currently scheduled to commence on November 19, 2013. The Plan fully incorporates the terms of the PSA, including the Debtor Releases, as well as the Third Party Releases. As of the date hereof, AFI has agreed to settlements (the Settlements) with each of the Federal Housing Finance Agency (the FHFA) and the Federal Deposit Insurance Corporation, as receiver for certain failed banks (the FDIC), which provide, among other things, that in exchange for a monetary payment, the FHFA’s and FDIC’s pending litigation against AFI will be dismissed, and the claims will no longer be included as exceptions to the Third Party Releases. Also, the Plan will be amended to add Freddie Mac, and the FHFA as conservator for Freddie Mac and Fannie Mae, as exclusions from the Third Party Releases only with respect to certain ordinary-course representation and warranty repurchase claims against Ally Bank, as a former mortgage seller and servicer. The Settlements are not conditioned on the Plan becoming effective. It is possible that additional exceptions to the Third Party Releases could be added in the future with AFI’s consent. We recorded an additional pretax charge of $170 million to discontinued operations ($107 million net of tax) during the three months ended September 30, 2013, related to the Settlements. At September 30, 2013, we have accrued $520 million related to the Settlements.
The Plan also provides, among other things, that, on the effective date of the Plan (the Effective Date), AFI will contribute to the Debtors' estates $1.95 billion in cash or cash equivalents, and will further contribute $150 million received by AFI for claims it pursues against its insurance carriers related to the claims released in connection with the Plan, with such amount guaranteed by AFI to be paid no later than September 30, 2014 (collectively, the AFI Contribution) in exchange for the releases of AFI included in the Plan. These amounts have been appropriately reflected within our accrued expenses and other liabilities. Refer to Note 15 for additional information. The AFI Contribution and other assets of the Debtors' estates will be distributed to creditors under the Plan.

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


In addition, the Plan contemplates the payoff of AFI secured debt on or before the Effective Date. On June 13, 2013, the Debtors paid AFI approximately $1.1 billion in full satisfaction of the AFI revolving credit facility and line of credit. The payment to AFI was approved by the Bankruptcy Court with an express reservation of rights, claims and remedies against AFI and a reciprocal reservation of rights, claims and remedies for AFI's benefit in the event the Plan does not become effective.
The Plan also provides that the Debtors will remain responsible for all costs and obligations imposed on the Debtors under (i) the consent judgment among the United States Department of Justice, the Attorneys General of certain states, ResCap, GMAC Mortgage, LLC (GMACM) and Ally Financial Inc. entered by the District Court for the District of Columbia on February 9, 2012, (ii) the consent order among ResCap, GMACM, Ally Financial Inc., Ally Bank, the Federal Reserve Board (FRB) and the FDIC, dated April 13, 2011 (the Consent Order) and (iii) the order of assessment among ResCap, GMACM, Ally Financial Inc. and the Board of Governors of the Federal Reserve System, excluding certain obligations that are being performed by Ocwen Financial Corporation (Ocwen). Notably, on July 26, 2013, the Bankruptcy Court approved an amendment to the Consent Order (the Consent Order Amendment), which, among other things, required the Debtors to escrow approximately $230 million (the FRB Settlement Amount) in exchange for the FRB ceasing the foreclosure review mandated under the Consent Order (the FRB Foreclosure Review). As a result of the Consent Order Amendment, the Debtors are no longer responsible for the FRB Foreclosure Review, and the FRB Settlement Amount will be distributed to individual borrowers in full satisfaction of the Debtors' foreclosure review obligations.
Further, the Plan includes a settlement of insurance disputes between AFI and the Debtors under which the Debtors will relinquish in favor of AFI all of their rights to coverage under certain insurance policies. The PSA also requires that all litigation against AFI by the Debtors, the Creditors' Committee, and the Consenting Claimants be stayed so long as the PSA has not been terminated.
Under the terms of the Plan, the Effective Date must occur on or before the earlier of (i) 30 days after the Bankruptcy Court enters an order confirming the Plan (the Confirmation Order) or (ii) December 15, 2013. If this condition is not satisfied, the Plan allows AFI, the Debtors and/or the Creditors’ Committee to file a motion to vacate the Confirmation Order, which if approved, could result in the Plan becoming null and void.
Under the Plan, there are several remaining conditions to be satisfied or waived before the Plan can be effective, including, the following: (i) the Confirmation Order must have been entered by the Bankruptcy Court and provide for, among other things, the Debtor Releases and Third Party Releases; (ii) the Confirmation Order must not have been stayed, modified, or vacated on appeal; (iii) AFI must have funded the AFI Contribution; and (iv) AFI's secured claims against the Debtors must have been fully satisfied.
Moreover, the PSA includes a number of events that could result in the PSA being terminated, including the following: (i) the Bankruptcy Court enters an order appointing a Chapter 11 trustee; (ii) any of the Debtors' Chapter 11 cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; (iii) any court has entered a final, non-appealable judgment or order declaring any material portion of the PSA unenforceable; (iv) the releases set forth in the PSA are modified, amended, changed, severed or otherwise altered in the Plan or any other definitive document; and (v) the PSA ceases to be binding on AFI or the Creditors' Committee.
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 proposed to release under the Plan. On June 20, 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 (the Examiner). Upon approving the PSA on June 26, 2013, the Bankruptcy Court unsealed the Examiner's investigative report. Under the terms of the PSA, the contents of the report may not be used by any party as a basis for terminating or modifying the PSA.
There can be no assurance that the conditions to effectiveness of the Plan will be satisfied or waived. The failure of the Plan to become effective could result in, among other consequences, the pursuit of an alternative form of reorganization or liquidation, which may be less favorable to AFI. Further, the termination of the PSA could result in, among other consequences, material modifications to the Plan, resulting in delay, significant expense and provisions that are less favorable to AFI. If AFI does not receive the releases described above, the Debtors and/or third party creditors are expected to assert substantial claims directly against AFI, which could have a material adverse impact on us.
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 is estimated using tax rates specific to that jurisdiction.
Refer to Note 1 to the Consolidated Financial Statements in our 2012 Annual Report regarding additional significant accounting policies.

11

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


Recently Adopted Accounting Standards
Balance Sheet - Disclosures about Offsetting Assets and Liabilities (ASU 2011-11 and ASU 2013-01)
As of January 1, 2013, we adopted Accounting Standards Update (ASU) 2011-11, which amends ASC 210, Balance Sheet. This ASU contains new disclosure requirements regarding the nature of an entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. In addition, we adopted ASU 2013-01, which simply clarified the scope of ASU 2011-11. The new disclosures will give financial statement users information about both gross and net exposures. ASU 2011-11 and ASU 2013-01 were required to be applied retrospectively. Since the guidance relates only to disclosure of information, the adoption did not have an impact to our consolidated financial condition or results of operations.
Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02)
As of January 1, 2013, we adopted ASU 2013-02, which amends ASC 220, Comprehensive Income. The ASU contains new requirements related to the presentation and disclosure of items that are reclassified out of accumulated other comprehensive income. The new requirements provide financial statement users a more comprehensive view of items that are reclassified out of accumulated other comprehensive income. ASU 2013-02 was required to be applied prospectively. Since the guidance relates only to presentation and disclosure of information, the adoption did not have an impact to our consolidated financial condition or results of operations.
Derivatives and Hedging - Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (ASU 2013-10)
As of July 17, 2013, we adopted ASU 2013-10, which amends ASC 815, Derivatives and Hedging. The ASU established the Fed Funds Effective Swap Rate or Overnight Index Swap Rate (OIS) as an additional U.S. benchmark interest rate for hedge accounting purposes. Prior to the ASU's addition of the OIS as a benchmark rate, only interest rates on direct Treasury obligations and the LIBOR swap rate were considered to be such benchmarks. Amendments of the update also remove the restriction on using different benchmark rates for similar hedges. The amendments were effective prospectively when entering into new or redesignating existing hedging relationships on or after July 17, 2013. Since the new guidance simply allows for an additional hedge index to be utilized for hedge accounting purposes, the implementation of this guidance has not had a material effect on our consolidated financial condition or results of operations.
Recently Issued Accounting Standards
Liabilities - Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (ASU 2013-04)
In February 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-04. This ASU requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the following: (a) The amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. It further requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. ASU 2013-04 will be effective for us on January 1, 2014, with retrospective application required. The adoption of this guidance is not expected to have a material effect on our consolidated financial condition or results of operations.
Foreign Currency Matters - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05)
In March 2013, the FASB issued ASU 2013-05. This ASU requires a reporting entity that ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity to release any related cumulative translation adjustment (CTA) into net income. The CTA should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. For an equity method investment that is a foreign entity, a pro rata portion of the CTA should be released into net income upon a partial sale of such an investment. This ASU clarifies that the sale of an investment in a foreign entity includes both events that result in the loss of a controlling financial interest in a foreign entity, irrespective of any retained investment, and events that result in step acquisition under which an acquirer obtains control of an acquiree in which it held an equity interest immediately before the acquisition date. Under these circumstances, the CTA should be released into net income upon their occurrence. ASU 2013-05 will be effective for us prospectively on January 1, 2014. Management is currently assessing the potential impact of the application of this guidance. However, since the guidance is prospective and we are in the process of exiting most of our international businesses, it is not expected to have a material effect on our consolidated financial condition or results of operations.
Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11)
In July 2013, the FASB issued ASU 2013-11. This ASU generally requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance further includes an exception that if a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available to settle any additional income taxes that would result from the disallowance of a tax position at the reporting date, or the tax law of the applicable jurisdiction, does not require the entity to use them and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not

12

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


be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 will be effective for us prospectively on January 1, 2014. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption and retrospective application are permitted. The adoption of this guidance is not expected to have a material affect on our consolidated financial condition or results of operations.
2.     Discontinued and Held-for-sale Operations
Discontinued 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, 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 first quarter of 2013, the operations of ResCap were classified as discontinued. During the second quarter of 2012, we sold the Canadian mortgage operations of ResMor Trust.
Select Insurance Operations
During the second quarter of 2013, we sold our Mexican insurance business, ABA Seguros. During the first quarter of 2013, we completed the sale of our U.K.-based operations.
Select Automotive Finance Operations
During the fourth quarter of 2012, we committed to sell our automotive finance operations in Europe and Latin America to General Motors Financial Company, Inc. (GM Financial). On the same date, we entered into an agreement with GM Financial to acquire our 40% interest in a motor vehicle finance joint venture in China. During the second quarter of 2013, we completed the sale of our operations in Europe and the majority of Latin America. The transaction included European operations in Germany, the United Kingdom, Italy, Sweden, Switzerland, Austria, Belgium, France and the Netherlands, and Latin American operations in Mexico, Chile, and Colombia. On October 1, 2013, we completed the sale of the remaining Latin American operations in Brazil. Refer to Note 27 for further detail. We expect to complete the sale of the joint venture in China during 2013 or possibly 2014.
During the first quarter of 2013, we sold our Canadian automotive finance operations, Ally Credit Canada Limited and ResMor Trust. During the first quarter of 2012, we completed the sale of our Venezuela operations.
Select Corporate and Other Operations
During the fourth quarter of 2012, we ceased operations at our Commercial Finance Group's European division and classified it as discontinued.

13

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


Select Financial Information
Select financial information of discontinued operations is summarized below. The pretax income or loss, including direct costs to transact a sale, 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 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)
2013
 
2012
 
2013
 
2012
Select Mortgage operations
 
 
 
 
 
 
 
Total net revenue
$

 
$

 
$

 
$
440

Pretax loss including direct costs to transact a sale (a) (b)
(158
)
 
(33
)
 
(1,762
)
 
(1,198
)
Tax (benefit) expense (c)
(40
)
 
(17
)
 
(573
)
 
7

Select Insurance operations
 
 
 
 
 
 
 
Total net revenue
$

 
$
157

 
$
190

 
$
462

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

 
13

 
319

(d)
48

Tax expense (benefit) (c)
3

 
6

 
(12
)
 
24

Select Automotive Finance operations
 
 
 
 
 
 
 
Total net revenue
$
119

 
$
347

 
$
544

 
$
1,119

Pretax income including direct costs to transact a sale (a)
58

 
185

 
752

(e)
611

Tax expense (benefit) (c)
28

 
47

 
(25
)
 
105

Select Corporate and Other operations
 
 
 
 
 
 
 
Total net revenue
$

 
$
1

 
$

 
$
10

Pretax income

 
5

 
1

 
37

Tax expense

 
1

 

 
2

(a)
Includes certain treasury and other corporate activity recognized by Corporate and Other.
(b)
Includes the results of ResCap. Refer to Note 1 for more information regarding the Debtors' bankruptcy.
(c)
Includes certain income tax activity recognized by Corporate and Other.
(d)
Includes recognized pretax gain of $274 million in connection with the sale of our Mexican insurance business, ABA Seguros.
(e)
Includes recognized pretax loss of $371 million in connection with the sale of our European and the majority of our Latin American automotive finance operations and pretax gain of $888 million in connection with the sale of our Canadian automotive finance operations, Ally Credit Canada Limited and ResMor Trust.

14

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, 2013 ($ in millions)
Select
Automotive Finance
operations (a)
Assets
 
Cash and cash equivalents
 
Noninterest-bearing
$
35

Interest-bearing
158

Total cash and cash equivalents
193

Finance receivables and loans, net
 
Finance receivables and loans, net
4,308

Allowance for loan losses
(94
)
Total finance receivables and loans, net
4,214

Other assets
1,506

Total assets
$
5,913

Liabilities
 
Short-term borrowings
$
521

Long-term debt
3,455

Interest payable
117

Accrued expenses and other liabilities
509

Total liabilities
$
4,602

(a)
Includes Brazil and our joint venture in China that are being sold to GM Financial.

15

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


December 31, 2012 ($ in millions)
 
Select
Insurance
operations (a)
 
Select
Automotive Finance
operations (b)
 
Total
held-for-sale
operations
Assets
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
Noninterest-bearing
 
$
8

 
$
100

 
$
108

Interest-bearing
 
119

 
1,918

 
2,037

Total cash and cash equivalents
 
127

 
2,018

 
2,145

Investment securities
 
576

 
424

 
1,000

Finance receivables and loans, net
 
 
 
 
 
 
Finance receivables and loans, net
 

 
25,835

 
25,835

Allowance for loan losses
 

 
(208
)
 
(208
)
Total finance receivables and loans, net
 

 
25,627

 
25,627

Investment in operating leases, net
 

 
144

 
144

Premiums receivable and other insurance assets
 
277

 

 
277

Other assets
 
94

 
2,942

 
3,036

Impairment on assets of held-for-sale operations
 
(53
)
 

 
(53
)
Total assets
 
$
1,021

 
$
31,155

 
$
32,176

Liabilities
 
 
 
 
 
 
Interest-bearing deposit liabilities
 
$

 
$
3,907

 
$
3,907

Short-term borrowings
 

 
2,800

 
2,800

Long-term debt
 

 
13,514

 
13,514

Interest payable
 

 
177

 
177

Unearned insurance premiums and service revenue
 
506

 

 
506

Accrued expenses and other liabilities
 
297

 
1,498

 
1,795

Total liabilities
 
$
803

 
$
21,896

 
$
22,699

(a)
Includes our U.K.-based operations and ABA Seguros.
(b)
Includes our Canadian operations sold to Royal Bank of Canada and international entities being sold to GM Financial.
Recurring Fair Value
There were no assets or liabilities for our held-for-sale operations measured at fair value on a recurring basis as of September 30, 2013. The December 31, 2012 balances can be found on the Consolidated Financial Statements in our 2012 Annual Report. 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.
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)
2013
 
2012
 
2013
 
2012
Late charges and other administrative fees
$
25

 
$
24

 
$
71

 
$
66

Fair value adjustment on derivatives (a)
21

 
(2
)
 
31

 
(36
)
Remarketing fees
20

 
15

 
59

 
47

Mortgage processing fees and other mortgage income

 
105

 
81

 
335

Other, net
27

 
27

 
82

 
111

Total other income, net of losses
$
93

 
$
169

 
$
324

 
$
523

(a)
Refer to Note 20 for a description of derivative instruments and hedging activities.

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)
2013
 
2012
 
2013
 
2012
Insurance commissions
$
93

 
$
93

 
$
278

 
$
286

Technology and communications
87

 
68

 
250

 
237

Professional services
38

 
43

 
140

 
113

Advertising and marketing
33

 
37

 
96

 
104

Lease and loan administration
29

 
89

 
141

 
200

Regulatory and licensing fees
25

 
30

 
87

 
94

Mortgage representation and warranty obligation, net (a)
22

 
30

 
103

 
171

Premises and equipment depreciation
20

 
20

 
61

 
56

Vehicle remarketing and repossession
15

 
11

 
42

 
39

Occupancy
12

 
12

 
34

 
38

Other
58

 
65

 
161

 
166

Total other operating expenses
$
432

 
$
498

 
$
1,393

 
$
1,504

(a)
Refer to Note 26 for further details on representation and warranty obligation.
5.     Investment Securities
Our portfolio of securities includes bonds, equity securities, asset- and mortgage-backed securities, notes, interests in securitization trusts, and other investments. The cost, fair value, and gross unrealized gains and losses on available-for-sale securities were as follows:
 
 
September 30, 2013
 
December 31, 2012
 
 
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
 
$
2,075

 
$
1

 
$
(54
)
 
$
2,022

 
$
2,212

 
$
3

 
$
(1
)
 
$
2,214

U.S. States and political subdivisions
 
178

 
1

 

 
179

 

 

 

 

Foreign government
 
299

 
4

 
(3
)
 
300

 
295

 
8

 

 
303

Mortgage-backed residential (a)
 
11,444

 
78

 
(316
)
 
11,206

 
6,779

 
130

 
(3
)
 
6,906

Mortgage-backed commercial
 
20

 

 

 
20

 

 

 

 

Asset-backed
 
2,251

 
17

 
(3
)
 
2,265

 
2,309

 
32

 
(1
)
 
2,340

Corporate debt
 
1,047

 
20

 
(9
)
 
1,058

 
1,209

 
57

 
(3
)
 
1,263

Total debt securities 
 
17,314

 
121

 
(385
)
 
17,050

 
12,804

 
230

 
(8
)
 
13,026

Equity securities
 
929

 
32

 
(44
)
 
917

 
1,193

 
32

 
(73
)
 
1,152

Total available-for-sale securities (b)
 
$
18,243

 
$
153

 
$
(429
)
 
$
17,967

 
$
13,997

 
$
262

 
$
(81
)
 
$
14,178

(a)
Residential mortgage-backed securities include agency-backed bonds totaling $8,702 million and $4,983 million at September 30, 2013, and December 31, 2012, 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 $15 million at September 30, 2013, and December 31, 2012, respectively.

17

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, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of available-for-sale debt securities (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and federal agencies
 
$
2,022

 
0.9
%
 
$
588

 
0.1
%
 
$
505

 
1.2
%
 
$
929

 
1.3
%
 
$

 
%
U.S. States and political subdivisions
 
179

 
3.4

 

 

 

 

 
86

 
2.6

 
93

 
4.2

Foreign government
 
300

 
3.5

 
5

 
6.1

 
111

 
3.8

 
179

 
3.3

 
5

 
4.1

Mortgage-backed residential
 
11,206

 
2.7

 

 

 

 

 
101

 
2.1

 
11,105

 
2.7

Mortgage-backed commercial
 
20

 
1.3

 

 

 

 

 

 

 
20

 
1.3

Asset-backed
 
2,265

 
1.9

 

 

 
1,580

 
1.9

 
540

 
1.9

 
145

 
2.5

Corporate debt
 
1,058

 
4.3

 
16

 
5.1

 
511

 
3.3

 
449

 
5.1

 
82

 
5.7

Total available-for-sale debt securities
 
$
17,050

 
2.5

 
$
609

 
0.2

 
$
2,707

 
2.1

 
$
2,284

 
2.4

 
$
11,450

 
2.7

Amortized cost of available-for-sale debt securities
 
$
17,314

 
 
 
$
609

 
 
 
$
2,694

 
 
 
$
2,323

 
 
 
$
11,688

 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of available-for-sale debt securities (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and federal agencies
 
$
2,214

 
0.9
%
 
$
422

 
%
 
$
682

 
0.7
%
 
$
1,110

 
1.4
%
 
$

 
%
Foreign government
 
303

 
2.5

 
1

 
2.2

 
136

 
1.8

 
166

 
3.0

 

 

Mortgage-backed residential
 
6,906

 
2.7

 

 

 

 

 
35

 
4.3

 
6,871

 
2.7

Asset-backed
 
2,340

 
2.1

 

 

 
1,543

 
2.0

 
510

 
1.7

 
287

 
3.3

Corporate debt
 
1,263

 
5.1

 
9

 
3.2

 
560

 
4.0

 
596

 
6.0

 
98

 
5.8

Total available-for-sale debt securities
 
$
13,026

 
2.4

 
$
432

 
0.1

 
$
2,921

 
2.0

 
$
2,417

 
2.6

 
$
7,256

 
2.6

Amortized cost of available-for-sale debt securities
 
$
12,804

 
 
 
$
431

 
 
 
$
2,880

 
 
 
$
2,369

 
 
 
$
7,124

 
 
(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 $3.2 billion and $3.4 billion at September 30, 2013, and December 31, 2012, 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)
2013
 
2012
 
2013
 
2012
Gross realized gains
$
59

 
$
52

 
$
196

 
$
217

Gross realized losses
(7
)
 
(19
)
 
(21
)
 
(31
)
Other-than-temporary impairment
(11
)
 
(56
)
 
(19
)
 
(56
)
Other gain (loss) on investments, net
$
41

 
$
(23
)
 
$
156

 
$
130


18

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)
2013
 
2012
 
2013
 
2012
Taxable interest
$
79

 
$
58

 
$
210

 
$
197

Taxable dividends
6

 
6

 
19

 
18

Interest and dividends on available-for-sale securities
$
85

 
$
64

 
$
229

 
$
215

Certain available-for-sale securities were sold at a loss in 2013 and 2012 as a result of market conditions. 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, 2013, 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, 2013, 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, 2013. Refer to Note 1 to the Consolidated Financial Statements in our 2012 Annual Report for additional information related to investment securities and our methodology for evaluating potential other-than-temporary impairments.
 
 
September 30, 2013
 
December 31, 2012
 
 
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
 
$
1,419

 
$
(54
)
 
$

 
$

 
$
244

 
$
(1
)
 
$

 
$

U.S. States and political subdivisions
 
32

 

 

 

 

 

 

 

Foreign government
 
113

 
(3
)
 

 

 
11

 

 

 

Mortgage-backed
 
6,688

 
(316
)
 
3

 

 
493

 
(2
)
 
23

 
(1
)
Asset-backed
 
438

 
(3
)
 
1

 

 
143

 
(1
)
 
1

 

Corporate debt
 
316

 
(9
)
 

 

 
120

 
(2
)
 
15

 
(1
)
Total temporarily impaired debt securities
 
9,006

 
(385
)
 
4

 

 
1,011

 
(6
)
 
39

 
(2
)
Temporarily impaired equity securities
 
380

 
(29
)
 
90

 
(15
)
 
380

 
(39
)
 
218

 
(34
)
Total temporarily impaired available-for-sale securities
 
$
9,386

 
$
(414
)
 
$
94

 
$
(15
)
 
$
1,391

 
$
(45
)
 
$
257

 
$
(36
)
6.     Loans Held-for-Sale, Net
The composition of loans held-for-sale, net, was as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Consumer mortgage
 
 
 
 
1st Mortgage (fair value elected)
 
$
63

 
$
2,490

Total consumer mortgage
 
63

 
2,490

Commercial and industrial
 
 
 
 
Other
 
19

 
86

Total loans held-for-sale (a)
 
$
82

 
$
2,576

(a)
Totals are net of unamortized premiums and discounts and deferred fees and costs. Included in the totals are net unamortized discounts of $56 million at September 30, 2013, and net unamortized premiums of $26 million at December 31, 2012.

19

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


The following table summarizes held-for-sale mortgage loans reported at carrying value by higher-risk loan type.
($ in millions)
 
September 30, 2013
 
December 31, 2012
High original loan-to-value (greater than 100%) mortgage loans
 
$
1

 
$
378

Interest-only mortgage loans
 
1

 
10

Total higher-risk mortgage loans held-for-sale
 
$
2

 
$
388

7.     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.
 ($ in millions)
 
September 30, 2013
 
December 31, 2012
Consumer automobile (a)
 
$
56,450

 
$
53,715

Consumer mortgage
 
 
 
 
1st Mortgage
 
6,343

 
7,173

Home equity
 
2,429

 
2,648

Total consumer mortgage
 
8,772

 
9,821

Commercial
 
 
 
 
Commercial and industrial
 
 
 
 
Automobile
 
25,691

 
30,270

Mortgage
 

 

Other
 
1,607

 
2,697

Commercial real estate
 
 
 
 
Automobile
 
2,761

 
2,552

Mortgage
 

 

Total commercial
 
30,059

 
35,519

Total finance receivables and loans (b) (c)
 
$
95,281

 
$
99,055

(a)
Includes $3 million of fair value adjustment for loans in hedge accounting relationships at September 30, 2013. Refer to Note 20 for additional information.
(b)
Totals are net of unearned income, unamortized premiums and discounts, and deferred fees and costs of $695 million and $895 million at September 30, 2013, and December 31, 2012, respectively.
(c)
Includes no international loans at September 30, 2013. Includes $2 million of international consumer automobile loans and $18 million of international commercial other loans at December 31, 2012.

20

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, 2013 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at July 1, 2013
 
$
610

 
$
431

 
$
142

 
$
1,183

Charge-offs
 
(168
)
 
(16
)
 

 
(184
)
Recoveries
 
53

 
5

 

 
58

Net charge-offs
 
(115
)
 
(11
)
 

 
(126
)
Provision for loan losses
 
156

 
(12
)
 
(3
)
 
141

Other
 

 
(1
)
 
1

 

Allowance at September 30, 2013
 
$
651

 
$
407

 
$
140

 
$
1,198

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 (a)
 
(158
)
 
(33
)
 
(3
)
 
(194
)
Recoveries (b)
 
62

 
2

 
5

 
69

Net charge-offs
 
(96
)
 
(31
)
 
2

 
(125
)
Provision for loan losses
 
99

 
6

 

 
105

Other (c)
 
22

 

 
(6
)
 
16

Allowance at September 30, 2012
 
$
803

 
$
447

 
$
173

 
$
1,423

(a)
Includes international consumer automobile charge-offs of $47 million.
(b)
Includes international consumer automobile and international commercial recoveries of $21 million and $4 million, respectively.
(c)
Includes provision for loan losses relating to discontinued operations of $11 million.

21

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


Nine months ended September 30, 2013 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at January 1, 2013
 
$
575

 
$
452

 
$
143

 
$
1,170

Charge-offs (a)
 
(443
)
 
(71
)
 
(3
)
 
(517
)
Recoveries
 
155

 
13

 
6

 
174

Net charge-offs
 
(288
)
 
(58
)
 
3

 
(343
)
Provision for loan losses
 
355

 
14

 
(8
)
 
361

Other
 
9

 
(1
)
 
2

 
10

Allowance at September 30, 2013
 
$
651

 
$
407

 
$
140

 
$
1,198

Allowance for loan losses
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
22

 
$
199

 
$
28

 
$
249

Collectively evaluated for impairment
 
629

 
208

 
112

 
949

Loans acquired with deteriorated credit quality
 

 

 

 

Finance receivables and loans at historical cost
 
 
 
 
 
 
 
 
Ending balance
 
56,450

 
8,772

 
30,059

 
95,281

Individually evaluated for impairment
 
269

 
916

 
251

 
1,436

Collectively evaluated for impairment
 
56,170

 
7,856

 
29,808

 
93,834

Loans acquired with deteriorated credit quality
 
11

 

 

 
11

(a)
Includes international commercial charge-offs of $1 million.
Nine months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Commercial
 
Total
Allowance at January 1, 2012
 
$
766

 
$
516

 
$
221

 
$
1,503

Charge-offs (a)
 
(424
)
 
(119
)
 
(8
)
 
(551
)
Recoveries (b)
 
184

 
8

 
39

 
231

Net charge-offs
 
(240
)
 
(111
)
 
31

 
(320
)
Provision for loan losses
 
200

 
54

 
(18
)
 
236

Other (c)
 
77

 
(12
)
 
(61
)
 
4

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

(a)
Includes international consumer automobile and international commercial charge-offs of $128 million and $2 million, respectively.
(b)
Includes international consumer automobile and international commercial recoveries of $55 million and $29 million, respectively.
(c)
Includes provision for loan losses relating to discontinued operations of $49 million.

22

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)
 
2013
 
2012
 
2013
 
2012
Consumer automobile
 
$

 
$

 
$

 
$
1,960

Consumer mortgage
 

 

 

 
40

Commercial
 
2

 
10

 
47

 
10

Total sales and transfers
 
$
2

 
$
10

 
$
47

 
$
2,010

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, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
1,024

 
$
231

 
$
153

 
$
1,408

 
$
55,042

 
$
56,450

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
64

 
22

 
123

 
209

 
6,134

 
6,343

Home equity
 
17

 
5

 
12

 
34

 
2,395

 
2,429

Total consumer mortgage
 
81

 
27

 
135

 
243

 
8,529

 
8,772

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
14

 
11

 
15

 
40

 
25,651

 
25,691

Mortgage
 

 

 

 

 

 

Other
 

 

 

 

 
1,607

 
1,607

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 
7

 
7

 
14

 
2,747

 
2,761

Mortgage
 

 

 

 

 

 

Total commercial
 
14

 
18

 
22

 
54

 
30,005

 
30,059

Total consumer and commercial
 
$
1,119

 
$
276

 
$
310

 
$
1,705

 
$
93,576

 
$
95,281

December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
920

 
$
213

 
$
138

 
$
1,271

 
$
52,444

 
$
53,715

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
66

 
37

 
156

 
259

 
6,914

 
7,173

Home equity
 
15

 
6

 
18

 
39

 
2,609

 
2,648

Total consumer mortgage
 
81

 
43

 
174

 
298

 
9,523

 
9,821

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 
16

 
16

 
30,254

 
30,270

Mortgage
 

 

 

 

 

 

Other
 

 

 
1

 
1

 
2,696

 
2,697

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 
8

 
8

 
2,544

 
2,552

Mortgage
 

 

 

 

 

 

Total commercial
 

 

 
25

 
25

 
35,494

 
35,519

Total consumer and commercial
 
$
1,001

 
$
256

 
$
337

 
$
1,594

 
$
97,461

 
$
99,055


23

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, 2013
 
December 31, 2012
Consumer automobile
 
$
306

 
$
260

Consumer mortgage
 
 
 
 
1st Mortgage
 
197

 
342

Home equity
 
29

 
40

Total consumer mortgage
 
226

 
382

Commercial
 
 
 
 
Commercial and industrial
 
 
 
 
Automobile
 
140

 
146

Mortgage
 

 

Other
 
84

 
33

Commercial real estate
 
 
 
 
Automobile
 
27

 
37

Mortgage
 

 

Total commercial
 
251

 
216

Total consumer and commercial finance receivables and loans
 
$
783

 
$
858

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. Nonperforming loans include finance receivables and loans on nonaccrual status when the principal or interest has been delinquent for 90 days or when full collection is determined not to be probable. Refer to Note 1 to the Consolidated Financial Statements in our 2012 Annual Report for additional information.
 
 
September 30, 2013
 
December 31, 2012
($ in millions)
 
Performing
 
Nonperforming
 
Total
 
Performing
 
Nonperforming
 
Total
Consumer automobile
 
$
56,144

 
$
306

 
$
56,450

 
$
53,455

 
$
260

 
$
53,715

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
6,146

 
197

 
6,343

 
6,831

 
342

 
7,173

Home equity
 
2,400

 
29

 
2,429

 
2,608

 
40

 
2,648

Total consumer mortgage
 
$
8,546

 
$
226

 
$
8,772

 
$
9,439

 
$
382

 
$
9,821


24

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


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, 2013
 
December 31, 2012
($ in millions)
 
Pass
 
Criticized (a)
 
Total
 
Pass
 
Criticized (a)
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
$
24,446

 
$
1,245

 
$
25,691

 
$
28,978

 
$
1,292

 
$
30,270

Mortgage
 

 

 

 

 

 

Other
 
1,312

 
295

 
1,607

 
2,417

 
280

 
2,697

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2,676

 
85

 
2,761

 
2,440

 
112

 
2,552

Mortgage
 

 

 

 

 

 

Total commercial
 
$
28,434

 
$
1,625

 
$
30,059


$
33,835

 
$
1,684

 
$
35,519

(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.
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 2012 Annual Report.

25

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


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, 2013
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
269

 
$
269

 
$

 
$
269

 
$
22

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
779

 
772

 
124

 
648

 
145

Home equity
 
143

 
144

 
1

 
143

 
54

Total consumer mortgage
 
922

 
916

 
125

 
791

 
199

Commercial
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
Automobile
 
140

 
140

 
49

 
91

 
15

Mortgage
 

 

 

 

 

Other
 
84

 
84

 
10

 
74

 
11

Commercial real estate
 
 
 
 
 
 
 
 
 
 
Automobile
 
27

 
27

 
6

 
21

 
2

Mortgage
 

 

 

 

 

Total commercial
 
251

 
251

 
65

 
186

 
28

Total consumer and commercial finance receivables and loans
 
$
1,442

 
$
1,436

 
$
190

 
$
1,246

 
$
249

December 31, 2012
 
 
 
 
 
 
 
 
 
 
Consumer automobile
 
$
260

 
$
260

 
$
90

 
$
170

 
$
16

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
811

 
725

 
123

 
602

 
137

Home equity
 
147

 
148

 
1

 
147

 
49

Total consumer mortgage
 
958

 
873

 
124

 
749

 
186

Commercial
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
Automobile
 
146

 
146

 
54

 
92

 
7

Mortgage
 

 

 

 

 

Other
 
33

 
33

 
9

 
24

 
7

Commercial real estate
 
 
 
 
 
 
 
 
 
 
Automobile
 
37

 
37

 
9

 
28

 
12

Mortgage
 

 

 

 

 

Total commercial
 
216

 
216

 
72

 
144

 
26

Total consumer and commercial finance receivables and loans
 
$
1,434

 
$
1,349

 
$
286

 
$
1,063

 
$
228


26

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.
 
 
2013
 
2012
Three months ended September 30, ($ in millions)
 
Average
balance
 
Interest
income
 
Average
balance
 
Interest
income
Consumer automobile
 
$
275

 
$
5

 
$
97

 
$
2

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
778

 
6

 
628

 
10

Home equity
 
146

 
1

 
91

 
1

Total consumer mortgage
 
924

 
7

 
719

 
11

Commercial
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
163

 
2

 
229

 
4

Mortgage
 

 

 

 

Other
 
84

 

 
37

 

Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
29

 

 
51

 
1

Mortgage
 

 

 

 

Total commercial
 
276

 
2

 
317

 
5

Total consumer and commercial finance receivables and loans
 
$
1,475

 
$
14

 
$
1,133

 
$
18

 
 
2013
 
2012
Nine months ended September 30, ($ in millions)
 
Average
balance
 
Interest
income
 
Average
balance
 
Interest
income
Consumer automobile
 
$
274

 
$
14

 
$
91

 
$
7

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
764

 
18

 
574

 
21

Home equity
 
141

 
4

 
95

 
3

Total consumer mortgage
 
905

 
22

 
669

 
24

Commercial
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
160

 
5

 
212

 
9

Mortgage
 

 

 
6

 

Other
 
69

 
1

 
32

 
5

Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
33

 
1

 
57

 
2

Mortgage
 

 

 
7

 

Total commercial
 
262

 
7

 
314

 
16

Total consumer and commercial finance receivables and loans
 
$
1,441

 
$
43

 
$
1,074

 
$
47

Troubled Debt Restructurings
Troubled debt restructurings (TDRs) are loan modifications where concessions were granted to borrowers experiencing financial difficulties. Numerous initiatives 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 may offer several types of assistance to aid our customers including extension of the loan maturity date and rewriting the loan terms. Total TDRs recorded at historical cost and reported at carrying value before allowance for loan losses were $1.3 billion and $1.2 billion at September 30, 2013, and December 31, 2012, respectively. Refer to Note 1 to the Consolidated Financial Statements in our 2012 Annual Report for additional information.

27

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


The following table presents information related to finance receivables and loans recorded at historical cost modified in connection with a TDR during the period.
 
 
2013 (a)
 
2012
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
 
4,610

 
$
69

 
$
57

 
1,207

 
$
14

 
$
14

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
88

 
31

 
31

 
218

 
74

 
59

Home equity
 
33

 
2

 
1

 
85

 
5

 
5

Total consumer mortgage
 
121

 
33

 
32

 
303

 
79

 
64

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2

 
5

 
5

 
3

 
7

 
7

Mortgage
 

 

 

 

 

 

Other
 
1

 
27

 
27

 

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
1

 
7

 
7

 
1

 
2

 
2

Mortgage
 

 

 

 

 

 

Total commercial
 
4

 
39

 
39

 
4

 
9

 
9

Total consumer and commercial finance receivables and loans
 
4,735

 
$
141

 
$
128

 
1,514

 
$
102

 
$
87

(a)
Due to recent industry practice, bankruptcy loans that have not been reaffirmed have been included within our TDR population beginning in the fourth quarter of 2012.
 
 
2013 (a)
 
2012
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
 
14,309

 
$
216

 
$
182

 
5,979

 
$
72

 
$
72

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
706

 
238

 
196

 
1,140

 
333

 
247

Home equity
 
147

 
8

 
7

 
312

 
18

 
17

Total consumer mortgage
 
853

 
246

 
203

 
1,452

 
351

 
264

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
8

 
37

 
37

 
9

 
15

 
15

Mortgage
 

 

 

 

 

 

Other
 
4

 
80

 
78

 

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
5

 
20

 
20

 
5

 
11

 
10

Mortgage
 

 

 

 

 

 

Total commercial
 
17

 
137

 
135

 
14

 
26

 
25

Total consumer and commercial finance receivables and loans
 
15,179

 
$
599

 
$
520

 
7,445

 
$
449

 
$
361

(a)
Due to recent industry practice, bankruptcy loans that have not been reaffirmed have been included within our TDR population beginning in the fourth quarter of 2012.

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


The following table presents 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 TDR. 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 2012 Annual Report for additional information) except for commercial finance receivables and loans where redefault is defined as 90 days past due.
 
 
2013 (a)
 
2012
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
 
1,562

 
$
19

 
$
9

 
145

 
$
2

 
$

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
4

 
2

 

 
5

 
1

 

Home equity
 

 

 

 
12

 
1

 
1

Total consumer mortgage
 
4

 
2

 

 
17

 
2

 
1

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 

Total commercial
 

 

 

 

 

 

Total consumer and commercial finance receivables and loans
 
1,566

 
$
21

 
$
9

 
162

 
$
4

 
$
1

(a)
Due to recent industry practice, bankruptcy loans that have not been reaffirmed have been included within our TDR population beginning in the fourth quarter of 2012.
 
 
2013 (a)
 
2012
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
 
4,309

 
$
53

 
$
26

 
514

 
$
5

 
$
2

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
14

 
4

 

 
17

 
4

 
1

Home equity
 
2

 

 

 
25

 
2

 
2

Total consumer mortgage
 
16

 
4

 

 
42

 
6

 
3

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 
4

 
3

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 
1

 
2

 

Total commercial
 

 

 

 
5

 
5

 

Total consumer and commercial finance receivables and loans
 
4,325

 
$
57

 
$
26

 
561

 
$
16

 
$
5

(a)
Due to recent industry practice, bankruptcy loans that have not been reaffirmed have been included within our TDR population beginning in the fourth quarter of 2012.
At both September 30, 2013, and December 31, 2012, commercial commitments to lend additional funds to debtors owing receivables whose terms had been modified in a TDR were $25 million.

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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, 2013
 
December 31, 2012
Interest-only mortgage loans (a)
 
$
1,600

 
$
2,063

Below-market rate (teaser) mortgages
 
168

 
192

Total higher-risk mortgage finance receivables and loans 
 
$
1,768

 
$
2,255

(a)
The majority of the interest-only mortgage loans are expected to start principal amortization in 2015 or beyond.
8.     Investment in Operating Leases, Net
Investments in operating leases were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Vehicles and other equipment
 
$
20,510

 
$
16,009

Accumulated depreciation
 
(3,256
)
 
(2,459
)
Investment in operating leases, net
 
$
17,254

 
$
13,550

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)
2013
 
2012
 
2013
 
2012
Depreciation expense on operating lease assets (excluding remarketing gains)
$
610

 
$
400

 
$
1,699

 
$
1,087

Remarketing gains, net
(95
)
 
(34
)
 
(250
)
 
(81
)
Depreciation expense on operating lease assets
$
515

 
$
366

 
$
1,449

 
$
1,006

9.    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 by securitizing certain of our financial assets and operating lease assets.
The SPEs involved in our 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 decreased. Refer to Note 1 for additional information related to ResCap. We no longer securitize consumer mortgage loans through transactions involving the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Government National Mortgage Association (Ginnie Mae), or through private-label mortgage securitizations. Accordingly, the discussion below represents our current involvement with variable interest entities as of September 30, 2013, except where otherwise stated or where comparative information is presented.
Securitizations
We provide a wide range of consumer and commercial automobile loans, operating leases, and commercial loans to a diverse customer base. We often securitize these loans (also referred to as financial assets) and leases 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.
In executing a securitization transaction, we typically sell pools of leases and financial assets to a wholly owned, bankruptcy-remote SPE, which then transfers the leases and 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 leases and loans and entitle the investors to specified cash flows generated from

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


the underlying securitized assets. In addition to providing a source of liquidity and cost-efficient funding, securitizing these leases and 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, general collection activity on current and noncurrent accounts, loss mitigation efforts including repossession and sale of collateral, 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 master servicing (i.e., servicing the beneficial interests that result from the securitization transactions).
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 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.
We typically hold retained beneficial interests in our 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 other residual interests. 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 may or may not be performance-driven.
We generally hold certain conditional repurchase options specific to securitizations 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 occur. 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 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 26 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, 2013 or 2012.
Consolidation of Variable Interest Entities
The determination of whether the assets and liabilities of the VIEs 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 VIE. 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.
We are generally determined to be the primary beneficiary in VIEs established for our securitization activities when we have a controlling financial interest in the VIE, primarily due to our servicing activities, and because we hold a significant beneficial interest in the VIE. 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 of consolidated VIEs, presented below based upon the legal transfer of the underlying assets in order to reflect legal ownership, 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.
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. We are generally not determined to be the primary beneficiary in VIEs established for our securitization activities when we either do not hold potentially significant variable interests or

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


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 appropriate sale accounting conditions. 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. 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 pretax gains recognized on financial assets sold into nonconsolidated securitization and similar asset-backed financing entities for consumer mortgage - GSEs were $0 and $112 million for the three months and nine months ended September 30, 2013, respectively compared to $19 million and $71 million for the same periods in 2012, respectively. There were no pretax gains recognized for consumer automobile for the three months and nine months ended September 30, 2013, respectively compared to $0 and $6 million for the same periods in 2012, respectively.
We have involvement with various other on-balance sheet, immaterial VIEs. Most of these VIEs are used for additional liquidity whereby we sell certain financial assets into the VIE and issue beneficial interests to third parties for cash. We also provide long-term guarantee contracts to investors in certain nonconsolidated affordable housing entities and have extended a line of credit to provide liquidity and minimize our exposure under these contracts. Since we do not have control over the entities or the power to make decisions, we do not consolidate the entities and our involvement is limited to the guarantee and the line of credit.
Our involvement with consolidated and nonconsolidated VIEs in which we hold variable interests is presented below.
($ in millions)
 
Consolidated
involvement
with VIEs (a)
Assets of
nonconsolidated
VIEs (a)
Maximum exposure to
loss in nonconsolidated
VIEs
September 30, 2013
 
 
 
 
 
 
 
On-balance sheet variable interest entities
 
 
 
 
 
 
 
Consumer automobile
 
$
19,144

  
 
  
 
  
Commercial automobile
 
15,157

  
 
  
 
  
Commercial other
 
812

 
 
 
 
 
Off-balance sheet variable interest entities
 
 
 
 
 
 
 
Consumer automobile
 

 
$
1,031

 
$
1,031

(b)
Commercial other
 
(26
)
(c) 

(d) 
58

  
Total
 
$
35,087

  
$
1,031

  
$
1,089

  
December 31, 2012
 
 
 
 
 
 
 
On-balance sheet variable interest entities
 
 
 
 
 
 
 
Consumer automobile
 
$
28,566

  
 
  
 
  
Commercial automobile
 
23,139

  
 
  
 
  
Commercial other
 
728

  
 
  
 
  
Off-balance sheet variable interest entities
 
 
 
 
 
 
 
Consumer automobile
 

 
$
1,495

 
$
1,495

(b)
Consumer mortgage — other
 

 

(d)
12

(e)
Commercial other
 
(28
)
(c) 

(d) 
85

  
Total
 
$
52,405

  
$
1,495

  
$
1,592

  
(a)
Asset values represent the current unpaid principal balance of outstanding consumer and commercial finance receivables, loans, and leases 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 is worthless. This required disclosure is not an indication of our expected loss.
(c)
Amounts classified as accrued expenses and other liabilities.
(d)
Includes a VIE for which we have no management oversight and therefore we are not able to provide the total assets of the VIE.
(e)
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.

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


Cash Flows with Off-balance Sheet Variable Interest Entities
The following table summarizes cash flows received 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 nine months ended September 30, 2013 and 2012. 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
2013
 
 
 
 
 
 
Cash proceeds from transfers completed during the period
 
$

 
$
8,676

 
$

Servicing fees
 
10

 
68

 

Representations and warranties obligations
 

 
(65
)
 

Other cash flows
 

 
70

 

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

Delinquencies and Net Credit Losses
The following tables represent on-balance sheet loans held-for-sale and finance receivables and loans, off-balance sheet securitizations, and whole-loan sales where we have continuing involvement. The tables presents quantitative information about delinquencies and net credit losses. Refer to Note 10 for further detail on total serviced assets.

 
Total Amount
 
Amount 60 days or more past due
($ in millions)
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
On-balance sheet loans
 
 
 
 
 
 
 
 
Consumer automobile
 
$
56,450

 
$
53,715

 
$
384

 
$
351

Consumer mortgage
 
8,835

 
12,311

 
188

 
241

Commercial automobile
 
28,452

 
32,822

 
40

 
24

Commercial mortgage
 

 

 

 

Commercial other
 
1,626

 
2,783

 

 
1

Total on-balance sheet loans
 
95,363

 
101,631

 
612

 
617

Off-balance sheet securitization entities
 
 
 
 
 
 
 
 
Consumer automobile
 
1,031

 
1,495

 
3

 
4

Consumer mortgage - GSEs (a)
 

 
119,384

 

 
1,892

Total off-balance sheet securitization entities
 
1,031

 
120,879

 
3

 
1,896

Whole-loan transactions (b)
 
3,589

 
6,756

 
82

 
129

Total
 
$
99,983

 
$
229,266

 
$
697

 
$
2,642

(a)
Decrease due to the sales of agency MSRs. Refer to Note 10 for additional information.
(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.

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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)
 
2013
 
2012
 
2013
 
2012
On-balance sheet loans
 
 
 
 
 
 
 
 
Consumer automobile
 
$
115

 
$
96

 
$
288

 
$
240

Consumer mortgage
 
11

 
2

 
58

 
12

Commercial automobile
 

 
2

 

 
1

Commercial mortgage
 

 

 

 
(1
)
Commercial other
 

 
(4
)
 
(3
)
 
(31
)
Total on-balance sheet loans
 
126

 
96

 
343

 
221

Off-balance sheet securitization entities
 
 
 
 
 
 
 
 
Consumer automobile
 
1

 
1

 
3

 
1

Consumer mortgage - GSEs (a)
 

 
n/m

 

 
n/m

Total off-balance sheet securitization entities
 
1

 
1

 
3

 
1

Whole-loan transactions
 
3

 
1

 
8

 
11

Total
 
$
130

 
$
98

 
$
354

 
$
233

n/m = not meaningful
(a)
Anticipated credit losses are not meaningful due to the GSE guarantees.
10.     Servicing Activities
Mortgage Servicing Rights
The following table summarizes past activity related to MSRs, which were carried at fair value. Management estimated fair value using our transaction data and other market data or, in periods when there were limited MSRs market transactions that were directly observable, internally developed discounted cash flow models (an income approach) were used to estimate the fair value. These internal valuation models estimated net cash flows based on internal operating assumptions that we believed 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 believed approximate yields required by investors in this asset.
Three months ended September 30, ($ in millions)
 
2013
 
2012
Estimated fair value at July 1,
 
$

 
$
1,105

Additions
 

 
50

Changes in fair value
 
 
 
 
Due to changes in valuation inputs or assumptions used in the valuation model
 

 
(192
)
Other changes in fair value
 

 
(61
)
Estimated fair value at September 30,
 
$

 
$
902

Nine months ended September 30, ($ in millions)
 
2013
 
2012 (a)
Estimated fair value at January 1,
 
$
952

 
$
2,519

Additions
 
60

 
167

Sales (b)
 
(911
)
 

Changes in fair value
 
 
 
 
Due to changes in valuation inputs or assumptions used in the valuation model
 
(32
)
 
(330
)
Other changes in fair value
 
(69
)
 
(324
)
Deconsolidation of ResCap
 

 
(1,130
)
Estimated fair value at September 30,
 
$

 
$
902

(a)
Includes activities of our discontinued operations.
(b)
Includes the sales of agency MSRs to Ocwen and Quicken Loans, Inc. (Quicken) on April 1, 2013 and April 16, 2013.
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model included all changes due to a revaluation by a model or by a benchmarking exercise. Other changes in fair value primarily included the accretion of the present value of the

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


discount related to forecasted cash flows and the economic runoff of the portfolio. Refer to Note 1 to the Consolidated Financial Statements in our 2012 Annual Report for additional information regarding our significant assumptions and valuation techniques used in the valuation of mortgage servicing rights.
Risk Mitigation Activities
The primary risk of 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 previously economically hedged 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)
2013
 
2012
 
2013
 
2012
Change in estimated fair value of mortgage servicing rights
$

 
$
(253
)
 
$
(101
)
 
$
(538
)
Change in fair value of derivative financial instruments

 
387

 
(112
)
 
612

Servicing asset valuation and hedge activities, net
$

 
$
134

 
$
(213
)
 
$
74

Mortgage Servicing Fees
The components of mortgage servicing fees were as follows.
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
2013
 
2012
 
2013
 
2012
Contractual servicing fees, net of guarantee fees and including subservicing
$

 
$
59

 
$
61

 
$
223

Late fees

 
3

 
1

 
8

Ancillary fees

 
3

 
4

 
9

Total mortgage servicing fees
$

 
$
65

 
$
66

 
$
240

Mortgage Servicing Advances
Historically, we serviced loans sold to third-party investors. The majority of Ally Bank's on-balance sheet mortgage loans are subserviced by Ocwen, pursuant to a servicing agreement. In connection with the servicing of our on-balance sheet mortgage loans, we make certain payments for property taxes and insurance premiums, and default and property maintenance payments before collecting them from individual borrowers. Servicing advances are priority cash flows in the event of a loan principal reduction or foreclosure and ultimate liquidation of the real estate-owned property. These servicing advances are included in other assets on the Condensed Consolidated Balance Sheet and totaled $11 million and $82 million at September 30, 2013 and December 31, 2012, respectively. We maintained an allowance for uncollected primary servicing advances of $0 and $1 million at September 30, 2013 and December 31, 2012, respectively. Our potential obligation is influenced by the loan’s performance and credit quality.
Mortgage Serviced Assets
Total serviced mortgage assets consist of primary servicing activities. These include loans owned by Ally Bank, where Ally Bank is the primary servicer, and included loans sold to third-party investors, where Ally Bank had retained primary servicing. Loans owned by Ally Bank are categorized as loans held-for-sale or finance receivables and loans, which are discussed in further detail in Note 6 and Note 7, respectively. The loans sold to third-party investors were sold through off-balance sheet GSE securitization transactions.
The unpaid principal balance of our serviced mortgage assets were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
On-balance sheet mortgage loans
 
 
 
 
Held-for-sale and investment
 
$
7,798

 
$
10,938

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

 
119,384

Whole-loan
 

 
2

Total primary serviced mortgage loans
 
$
7,798

 
$
130,324


35

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


Automobile Finance 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 $13 million and $48 million during the three months and nine months ended September 30, 2013, respectively, compared to $26 million and $86 million for the three months and nine months ended September 30, 2012, respectively.
Automobile Finance Serviced Assets
The total serviced automobile finance loans outstanding were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
On-balance sheet automobile finance loans and leases
 
 
 
 
Consumer automobile
 
$
56,450

 
$
53,715

Commercial automobile
 
28,452

 
32,822

Operating leases
 
17,254

 
13,550

Operations held-for-sale
 
4,308

 
25,979

Other
 
52

 
41

Off-balance sheet automobile finance loans
 
 
 
 
Loans sold to third-party investors
 
 
 
 
Securitizations
 
1,017

 
1,474

Whole-loan
 
3,466

 
6,541

Other (a)
 
5,437

 

Total serviced automobile finance loans and leases
 
$
116,436

 
$
134,122

(a)
Consists of serviced assets sold in conjunction with the divestiture of our Canadian automotive finance operations.
11.     Other Assets
The components of other assets were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Property and equipment at cost
 
$
691

 
$
693

Accumulated depreciation
 
(459
)
 
(411
)
Net property and equipment
 
232

 
282

Deferred tax assets
 
1,985

 
1,190

Restricted cash collections for securitization trusts (a)
 
1,292

 
2,983

Other accounts receivable
 
636

 
525

Cash reserve deposits held-for-securitization trusts (b)
 
400

 
442

Unamortized debt issuance costs
 
349

 
425

Fair value of derivative contracts in receivable position
 
300

 
2,298

Collateral placed with counterparties
 
222

 
1,290

Restricted cash and cash equivalents
 
212

 
889

Nonmarketable equity securities
 
184

 
303

Other assets
 
1,247

 
1,281

Total other assets
 
$
7,059

 
$
11,908

(a)
Represents cash collections 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.

36

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


12.     Deposit Liabilities
Deposit liabilities consisted of the following.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Deposits
 
 
 
 
Noninterest-bearing deposits
 
$
66

 
$
1,977

Interest-bearing deposits
 
 
 
 
Savings and money market checking accounts
 
19,648

 
13,871

Certificates of deposit
 
31,767

 
31,084

Dealer deposits
 
550

 
983

Total deposit liabilities
 
$
52,031

 
$
47,915

Historically, noninterest-bearing deposits primarily represented third-party escrows associated with our mortgage loan-servicing portfolio. See Note 10 for further detail relating to our MSRs sales. The escrow deposits are not subject to an executed agreement and can be withdrawn without penalty at any time. At September 30, 2013, and December 31, 2012, certificates of deposit included $12.9 billion and $12.0 billion, respectively, of certificates of deposit in denominations of $100 thousand or more.
13.    Short-term Borrowings
The following table presents the composition of our short-term borrowings portfolio.
 
 
September 30, 2013
 
December 31, 2012
($ in millions)
 
Unsecured
 
Secured (a)
 
Total
 
Unsecured
 
Secured (a)
 
Total
Demand notes
 
$
3,199

 
$

 
$
3,199

 
$
3,094

 
$

 
$
3,094

Bank loans and overdrafts
 

 

 

 
167

 

 
167

Federal Home Loan Bank
 

 
1,750

 
1,750

 

 
3,800

 
3,800

Securities sold under agreements to repurchase
 

 
566

 
566

 

 

 

Other (b)
 

 
500

 
500

 

 
400

 
400

Total short-term borrowings
 
$
3,199

 
$
2,816

 
$
6,015

 
$
3,261

 
$
4,200

 
$
7,461

(a)
Refer to Note 14 for further details on assets restricted as collateral for payment of the related debt.
(b)
Other relates to secured borrowings at our Commercial Finance Group at September 30, 2013 and December 31, 2012.
14.    Long-term Debt
The following tables present the composition of our long-term debt portfolio.
 
 
September 30, 2013
 
December 31, 2012
($ in millions)
 
Unsecured
 
Secured
 
Total
 
Unsecured
 
Secured
 
Total
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
Due within one year
 
$
4,445

 
$
10,586

 
$
15,031

 
$
1,070

 
$
11,503

 
$
12,573

Due after one year (a)
 
24,291

 
20,784

 
45,075

 
31,486

 
29,408

 
60,894

Fair value adjustment
 
595

 

 
595

 
1,094

 

 
1,094

Total long-term debt 
 
$
29,331

 
$
31,370

 
$
60,701

 
$
33,650

 
$
40,911

 
$
74,561

(a)
Includes $2.6 billion and $2.6 billion of trust preferred securities at both September 30, 2013 and December 31, 2012, respectively.

37

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


The following table presents the scheduled remaining maturity of long-term debt, 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)
 
2013
 
2014
 
2015
 
2016
 
2017
 
2018 and
thereafter
 
Fair value
adjustment
 
Total
Unsecured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
$
869

 
$
5,540

 
$
5,129

 
$
2,311

 
$
2,633

 
$
13,910

 
$
595

 
$
30,987

Original issue discount
 
(71
)
 
(189
)
 
(57
)
 
(64
)
 
(77
)
 
(1,198
)
 

 
(1,656
)
Total unsecured
 
798

 
5,351

 
5,072

 
2,247

 
2,556

 
12,712

 
595

 
29,331

Secured
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,808

 
11,534

 
8,831

 
4,983

 
3,012

 
1,202

 

 
31,370

Total long-term debt
 
$
2,606

 
$
16,885

 
$
13,903

 
$
7,230

 
$
5,568


$
13,914


$
595


$
60,701

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, 2013
 
December 31, 2012
($ in millions)
 
Total
 
Ally Bank (a)
 
Total
 
Ally Bank (a)
Investment securities
 
$
290

 
$
290

 
$
1,911

 
$
1,911

Mortgage finance receivables and loans
 
8,852

 
8,852

 
9,866

 
9,866

Consumer automobile finance receivables
 
21,940

 
11,583

 
29,557

 
14,833

Commercial automobile finance receivables
 
17,474

 
17,474

 
19,606

 
19,606

Investment in operating leases, net
 
6,573

 
3,522

 
6,058

 
1,691

Other assets
 
943

 
155

 
999

 
272

Total assets restricted as collateral (b)
 
$
56,072

 
$
41,876

 
$
67,997

 
$
48,179

Secured debt (c)
 
$
34,186

 
$
22,609

 
$
45,111

 
$
29,162

(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 had assets pledged to secure borrowings that were restricted as collateral to the FHLB totaling $11.7 billion and $12.6 billion at September 30, 2013, and December 31, 2012, respectively. These assets were composed primarily of consumer and commercial mortgage finance receivables and loans, net. Ally Bank has access to the Federal Reserve Bank Discount Window. Ally Bank had assets pledged and restricted as collateral to the Federal Reserve Bank totaling $3.2 billion and $1.9 billion at September 30, 2013, and December 31, 2012, respectively. These assets were composed of consumer automobile finance receivables and loans, net and investment securities. Availability under these programs is only for the operations of Ally Bank and cannot be used to fund the operations or liabilities of Ally or its subsidiaries.
(c)
Includes $2.8 billion and $4.2 billion of short-term borrowings at September 30, 2013, and December 31, 2012, 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,

38

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


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.
Covenants and Other Requirements
In secured funding transactions, there are trigger events that could cause the debt to be prepaid at an accelerated rate or could cause our usage of the credit facility to be discontinued. The triggers are generally based on the financial health and performance of the servicer as well as performance criteria for the pool of receivables, such as delinquency ratios, loss ratios, and commercial payment rates. During the nine months ended September 30, 2013, there were no trigger events that resulted in the repayment of debt at an accelerated rate or impacted the usage of our credit facilities.
From time to time, we may issue debt securities in private offerings, and we may be subject to registration rights agreements related to these issuances. Under these agreements, we generally agree to use reasonable efforts to cause the consummation of a registered exchange offer or to file a shelf registration statement within a prescribed period. If we failed to meet any such obligation, we may be required to pay additional penalty interest with respect to the covered debt during the period in which we fail to meet our contractual obligations.
Funding Facilities
We utilize both committed and other credit facilities. The amounts outstanding under our various funding facilities are included on our Condensed Consolidated Balance Sheet.
As of September 30, 2013, Ally Bank had exclusive access to $3.5 billion of funding capacity from committed credit facilities. Funding programs supported by the Federal 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 not allow for any further funding after the closing date. At September 30, 2013, $24.2 billion of our $27.6 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, 2013, we had $14.5 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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
1.7

 
$
3.8

 
$
1.8

 
$
4.7

 
$
3.5

 
$
8.5

Parent funding
 

 

 

 

 

 

Unsecured (b)
 

 
0.1

 

 

 

 
0.1

Secured (c) (d) (e)
 
9.9

 
22.5

 
14.2

 
7.8

 
24.1

 
30.3

Total Parent funding
 
9.9

 
22.6

 
14.2

 
7.8

 
24.1

 
30.4

Shared capacity (f) (g)
 

 
1.1

 

 
3.0

 

 
4.1

Total committed facilities
 
$
11.6

 
$
27.5

 
$
16.0

 
$
15.5

 
$
27.6

 
$
43.0

(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 unsecured parent funding capacity represents committed funding for our discontinued international automobile financing business.
(c)
Total secured parent funding capacity includes committed funding for our discontinued international automobile financing business of $2.8 billion and $12.0 billion as of September 30, 2013 and December 31, 2012, respectively, with outstanding debt of $2.2 billion and $9.6 billion, respectively.
(d)
Total unused capacity includes $0.8 billion and $2.2 billion as of September 30, 2013 and December 31, 2012, respectively, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2013.
(e)
Includes the secured facilities of our Commercial Finance Group.
(f)
Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.
(g)
Total shared facilities includes committed funding for our discontinued international automobile financing business of $0.1 billion as of December 31, 2012, with outstanding debt of $0.1 billion.

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


Other Funding Facilities
 
 
Outstanding
 
Unused Capacity
 
Total Capacity
($ in billions)
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Bank funding
 

 

 

 

 

 

Secured
 

 

 

 

 

 

Federal Reserve funding programs
 
$

 
$

 
$
1.9

 
$
1.8

 
$
1.9

 
$
1.8

FHLB advances
 
2.8

 
4.8

 
2.9

 
0.4

 
5.7

 
5.2

Total bank funding
 
2.8

 
4.8

 
4.8

 
2.2

 
7.6

 
7.0

Parent funding
 

 

 

 

 

 

Unsecured
 
1.3

 
2.1

 

 
0.4

 
1.3

 
2.5

Secured
 

 
0.1

 

 
0.1

 

 
0.2

Total parent funding (a)
 
1.3

 
2.2

 

 
0.5

 
1.3

 
2.7

Total other facilities
 
$
4.1

 
$
7.0

 
$
4.8

 
$
2.7

 
$
8.9

 
$
9.7

(a)
Total parent funding capacity represents funding for our discontinued international automobile financing business.
15.    Accrued Expenses and Other Liabilities
The components of accrued expenses and other liabilities were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Accrual related to ResCap Settlement (a)
 
$
1,950

 
$
750

Accounts payable
 
513

 
565

Employee compensation and benefits
 
462

 
494

Reserves for insurance losses and loss adjustment expenses
 
299

 
341

Fair value of derivative contracts in payable position
 
228

 
2,468

Collateral received from counterparties
 
125

 
941

Other liabilities (b)
 
1,259

 
1,026

Total accrued expenses and other liabilities
 
$
4,836

 
$
6,585

(a)
Refer to Note 1 for more information regarding the Debtors' bankruptcy, deconsolidation, and this accrual.
(b)
Includes $150 million and $0 accrual for insurance proceeds to be contributed to the ResCap estate at September 30, 2013 and December 31, 2012, respectively. Refer to Note 1 for more information regarding the Debtors' bankruptcy, deconsolidation, and this accrual.

40

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


16.    Equity
The following table summarizes information about our Series F-2, Series A, and Series G preferred stock.
 
 
September 30, 2013
 
December 31, 2012
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 at a conversion rate of 0.00432 common shares for each preferred share, which equates to a common share value of $11,574.
(b)
Convertible prior to mandatory conversion date either with consent of Treasury or in the event the Federal Reserve compels a conversion.
(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.
On August 19, 2013, we entered into investment agreements with certain accredited investors, to issue and sell in a private placement an aggregate of 166,667 shares of our common stock, $0.01 par value per share, at an aggregate price of $1 billion. The completion of the private placement is subject to certain conditions, including, among others, receipt of the non-objection of the Board of Governors of the Federal Reserve System to our resubmitted capital plan under the Comprehensive Capital Analysis and Review 2013, the repurchase by Ally of all of our outstanding shares of Series F-2 preferred stock, and the elimination or relinquishment of any right of the holder of Series F-2 preferred stock to receive additional shares of common stock in certain circumstances pursuant to Section 6(a)(i)(B) of the certificate of designations of the Series F-2 preferred stock. Further, the investment agreements may be terminated if the investments are not consummated by November 30, 2013.

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


17.    Accumulated Other Comprehensive Income (Loss)
The following table presents changes, net of tax, in each component of accumulated other comprehensive income (loss).
($ in millions)
Unrealized gains (losses) on investment securities
 
Translation adjustments and net investment hedges
 
Cash flow hedges
 
Defined benefit pension plans
 
Accumulated other comprehensive income (loss)
Balance at December 31, 2012
$
76

 
$
368

 
$
2

 
$
(135
)
 
$
311

2013 net change
(323
)
 
(216
)
 
3

 
42

 
(494
)
Balance at September 30, 2013
$
(247
)
 
$
152

 
$
5

 
$
(93
)
 
$
(183
)
The following tables present the before- and after-tax changes in each component of accumulated other comprehensive income (loss).
Three months ended September 30, 2013 ($ in millions)
Before Tax
 
Tax Effect
 
After Tax
Unrealized gains on investment securities
 
 
 
 
 
Net unrealized gains arising during the period
$
46

 
$
7

 
$
53

Less: Net realized gains reclassified to income from continuing operations
41

(a)

 
41

Net change
5

 
7

 
12

Translation adjustments
 
 
 
 
 
Net unrealized gains arising during the period
5

 
(2
)
 
3

Net investment hedges
 
 
 
 
 
Net unrealized losses arising during the period
(14
)
 
6

 
(8
)
Cash flow hedges
 
 
 
 
 
Net unrealized losses arising during the period
(4
)
 
1

 
(3
)
Other comprehensive loss (income)
$
(8
)
 
$
12

 
$
4

(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.

42

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


Nine months ended September 30, 2013 ($ in millions)
Before Tax
 
Tax Effect
 
After Tax
Unrealized losses on investment securities
 
 
 
 
 
Net unrealized losses arising during the period
$
(289
)
 
$
128

 
$
(161
)
Less: Net realized gains reclassified to income from continuing operations
156

(a)
(2
)
(b)
154

Less: Net realized gains reclassified to income from discontinued operations, net of tax
10

 
(2
)
 
8

Net change
(455
)
 
132

 
(323
)
Translation adjustments
 
 
 
 
 
Net unrealized losses arising during the period
(98
)
 
21

 
(77
)
Less: Net realized gains reclassified to income from discontinued operations, net of tax
345

 
2

 
347

Net change
(443
)
 
19

 
(424
)
Net investment hedges
 
 
 
 
 
Net unrealized gains arising during the period
52

 
(19
)
 
33

Less: Net realized losses reclassified to income from discontinued operations, net of tax
(261
)
 
86

 
(175
)
Net change
313

 
(105
)
 
208

Cash flow hedges
 
 
 
 
 
Net unrealized losses arising during the period
(1
)
 

 
(1
)
Less: Net realized losses reclassified to income from continuing operations
(7
)
(c)
3

(b)
(4
)
Net change
6

 
(3
)
 
3

Defined benefit pension plans
 
 
 
 
 
Net unrealized gains, prior service costs, and transition obligation arising during the period
2

 

 
2

Less: Net losses, prior service costs, and transition obligations reclassified to income from continuing operations
(2
)
(d)

 
(2
)
Less: Net losses, prior service costs, and transition obligations reclassified to income from discontinued operations, net of tax
(49
)
 
11

 
(38
)
Net change
53

 
(11
)
 
42

Other comprehensive loss
$
(526
)
 
$
32

 
$
(494
)
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax (benefit) expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
(c)
Includes losses reclassified to interest on long-term debt in our Condensed Consolidated Statement of Comprehensive Income.
(d)
Includes losses reclassified to compensation and benefits expense in our 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


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)
 
2013
 
2012
 
2013
 
2012
Net income from continuing operations
 
$
177

 
$
251

 
$
337

 
$
436

Preferred stock dividends — U.S. Department of Treasury
 
(134
)
 
(134
)
 
(401
)
 
(401
)
Preferred stock dividends
 
(67
)
 
(67
)
 
(200
)
 
(200
)
Net (loss) income from continuing operations attributable to common shareholders
 
(24
)
 
50

 
(264
)
 
(165
)
(Loss) income from discontinued operations, net of tax
 
(86
)
 
133

 
(80
)
 
(640
)
Net (loss) income attributable to common shareholders
 
$
(110
)
 
$
183

 
$
(344
)
 
$
(805
)
Basic weighted-average common shares outstanding
 
1,330,970

 
1,330,970

 
1,330,970

 
1,330,970

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

 
1,330,970

 
1,330,970

 
1,330,970

Basic earnings per common share
 


 
 
 
 
 
 
Net (loss) income from continuing operations
 
$
(18
)
 
$
38

 
$
(199
)
 
$
(124
)
(Loss) income from discontinued operations, net of tax
 
(64
)
 
100

 
(60
)
 
(481
)
Net (loss) income
 
$
(82
)
 
$
138

 
$
(259
)
 
$
(605
)
Diluted earnings per common share (a)
 


 
 
 
 
 
 
Net (loss) income from continuing operations
 
$
(18
)
 
$
38

 
$
(199
)
 
$
(124
)
(Loss) income from discontinued operations, net of tax
 
(64
)
 
100

 
(60
)
 
(481
)
Net (loss) income
 
$
(82
)
 
$
138

 
$
(259
)
 
$
(605
)
(a)
Due to the antidilutive effect of converting the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares and the net (loss) income from continuing operations attributable to common shareholders for the three months and nine months ended September 30, 2013 and 2012, respectively, net (loss) income from continuing operations 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, 2013 and 2012, 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, 2013 and 2012, respectively.
19.    Regulatory Capital and Other Regulatory Matters
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 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.

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


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 effective date of the CLMA was August 24, 2010. 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, 2013
 
December 31, 2012
 
Required
minimum
 
Well-capitalized
minimum
($ in millions)
Amount
 
Ratio
 
Amount
 
Ratio
 
Risk-based capital
 
 
 
 
 
 
 
 
 
 
 
Tier 1 (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
19,571

 
15.37
%
 
$
20,232

 
13.13
%
 
4.00
%
 
6.00
%
Ally Bank
14,926

 
17.90

 
14,136

 
16.26

 
4.00

  
6.00

Total (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
20,887

 
16.40
%
 
$
21,669

 
14.07
%
 
8.00
%
 
10.00
%
Ally Bank
15,587

 
18.69

 
14,827

 
17.06

 
8.00

  
10.00

Tier 1 leverage (to adjusted quarterly average assets) (a)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
19,571

 
13.16
%
 
$
20,232

 
11.16
%
 
3.00–4.00%

 
(b)

Ally Bank
14,926

 
16.33

 
14,136

 
15.30

 
15.00

(c) 
5.00
%
Tier 1 common (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Ally Financial Inc.
$
10,087

 
7.92
%
 
$
10,749

 
6.98
%
 
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, 2013, Ally and Ally Bank were “well-capitalized” and met all capital requirements to which each was subject.
Basel Capital Accord
In July 2013, the U.S. federal banking agencies finalized rules implementing the Basel III regulatory capital framework and related Dodd-Frank Act changes. The final rules represent substantial revisions to the regulatory capital rules for banking organizations.
Highlights of the final rules 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. The final rules 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 are referred to as the “general risk-based capital requirements,” have been revised to include a more risk sensitive risk-weighting approach. The phase-in period currently applicable to Ally as an advanced approaches banking organization begins in January 2014, while the phase-in period for other banking organizations begins in January 2015.
The final rules also amend the calculation of market risk capital, which only applies to banking organizations with significant trading assets and liabilities. We do not currently meet the minimum requirements for application of the Market Risk Rule; accordingly, this is not currently applicable to us.
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.

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


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 automotive loan assets and debt. In addition, we use foreign exchange contracts to mitigate foreign-currency risk associated with 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 assets and liabilities. 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 assets and debt. Derivatives qualifying for hedge accounting consist of pay-fixed swaps designated as hedges of specific portfolios of fixed-rate retail automotive loan assets, as well as receive-fixed swaps designated as hedges of specific fixed-rate debt obligations. Other derivatives qualifying for hedge accounting consist of pay-fixed swaps designated as hedges of the expected future cash flows in the form of interest payments on certain outstanding variable-rate borrowings associated with Ally Bank's secured debt.
We enter into economic hedges to mitigate exposure for the following categories.
MSRs — We completed the sale of our agency MSRs during the second quarter of 2013 and no longer hedge this activity. In the past, our MSRs were generally subject to loss in value when mortgage rates declined. Declining mortgage rates generally result in an increase in refinancing activity that increases prepayments and results in a decline in the value of MSRs. To mitigate the impact of this risk, we maintained a portfolio of financial instruments, primarily derivative instruments that increased in value when interest rates declined. The primary objective was to minimize the overall risk of loss in the value of MSRs due to the change in fair value caused by interest rate changes.
A multitude of derivative instruments were used to manage the interest rate risk related to MSRs. They included, but were not limited to, interest rate futures contracts, call or put options on U.S. Treasuries, swaptions, forward sales of mortgage-backed securities (MBS), futures, interest rate swaps, interest rate floors, and interest rate caps.
Mortgage loan commitments and mortgage loans held-for-sale — We have no mortgage loan commitments as of September 30, 2013 and, therefore, no longer hedge interest rate lock commitments (IRLC). In the past, we were exposed to interest rate risk from the time an IRLC was made until the time the mortgage loan was sold. We have an immaterial amount of mortgage loans held-for-sale that are exposed to interest rate risk. Changes in interest rates impact the market price for our loans; as market interest rates decline, the value of loans held-for-sale increase and vice versa. Our primary objective in risk management activities related to these items is to eliminate or greatly reduce any interest rate risk.
Forward sales of MBS, primarily Fannie Mae or Freddie Mac to-be-announced securities, have been the primary derivative instruments used to accomplish the risk management objective for mortgage loans and IRLCs. The value of the forward sales contracts moves in the opposite direction of the value of the IRLCs and mortgage loans held-for-sale.
Debt — With the exception of a portion of our fixed-rate debt and a portion of our outstanding floating-rate borrowings associated with Ally Bank's secured credit facilities, 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.
Net fixed versus variable interest rate exposure and equity investments — We enter into futures, options, and swaptions to economically hedge our net fixed versus variable interest rate exposure. The primary derivative instruments used to hedge the interest rate exposure of our fixed-rate automotive loans are short-dated, exchange-traded Eurodollar futures. We also enter into equity options to economically hedge our exposure to the equity markets.
Foreign Exchange 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 forwards and cross currency swaps 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 derivatives are generally entered into or traded concurrent with the debt issuance with the terms of the derivative matching the terms of the underlying debt.
We have reduced our foreign exchange exposure to net investments in foreign operations through the sales of discontinued international businesses, refer to Note 2 for further details on these sales. We enter into foreign-currency forwards and option-based contracts with external counterparties to hedge foreign exchange exposure on our net investments. Our remaining 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 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

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


subsidiary results; this impact is reflected in our accumulated other comprehensive income (loss). 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 have also used a centralized-lending program to manage liquidity for our subsidiary businesses, but as of September 30, 2013, this activity is immaterial. Historically, foreign-currency-denominated loan agreements were 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 remaining foreign-currency derivatives are recorded at fair value with changes recorded as income offsetting the gains and losses on the associated foreign-currency transactions.
Except for our remaining net investment hedges, 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 $222 million and $1.3 billion at September 30, 2013 and December 31, 2012, respectively, in accounts maintained by counterparties, $18 million of which relates to non-derivative collateral at September 30, 2013 and December 31, 2012. We received cash collateral from counterparties totaling $125 million and $941 million at September 30, 2013 and December 31, 2012, 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.

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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, 2013 and December 31, 2012, $300 million and $2.3 billion, respectively, of the derivative contracts in a receivable position were classified as other assets on the Condensed Consolidated Balance Sheet. At September 30, 2013 and December 31, 2012, $228 million and $2.5 billion of derivative contracts in a liability position were classified as accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.
 
 
September 30, 2013
 
December 31, 2012
 
 
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 (c)
 
$
144

 
$
102

 
$
12,864

 
$
411

 
$

 
$
7,248

Cash flow accounting hedges
 

 
1

 
698

 

 
10

 
2,580

Total interest rate risk
 
144

 
103

 
13,562

 
411

 
10

 
9,828

Foreign exchange risk
 
 
 
 
 
 
 
 
 
 
 
 
Net investment accounting hedges
 

 
47

 
1,507

 
35

 
53

 
8,693

Total derivatives qualifying for hedge accounting
 
144

 
150

 
15,069

 
446

 
63

 
18,521

Derivatives intended as economic hedges
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate risk
 
 
 
 
 
 
 
 
 
 
 
 
MSRs
 

 

 

 
1,616

 
2,299

 
146,405

Mortgage loan commitments and mortgage loans held-for-sale
 

 

 

 
49

 
23

 
9,617

Debt
 
36

 
32

 
10,713

 
28

 
29

 
17,716

Net fixed versus variable interest rate exposure and equity investments (d)
 
63

 
45

 
44,106

 
154

 
27

 
41,514

Total interest rate risk
 
99

 
77

 
54,819

 
1,847

 
2,378

 
215,252

Foreign exchange risk
 
57

 
1

 
1,510

 
5

 
27

 
2,464

Total economic hedges
 
156

 
78

 
56,329

 
1,852

 
2,405

 
217,716

Total derivatives
 
$
300

 
$
228

 
$
71,398

 
$
2,298

 
$
2,468

 
$
236,237

(a)
Includes accrued interest of $74 million and $175 million at September 30, 2013 and December 31, 2012, respectively.
(b)
Includes accrued interest of $4 million and $144 million at September 30, 2013 and December 31, 2012, respectively.
(c)
Includes receive-fixed swaps on fixed-rate debt obligations with $144 million and $411 million in a receivable position, $98 million and $0 in a payable position, and of a $9 billion and $7.2 billion notional amount at September 30, 2013 and December 31, 2012, respectively. Also includes pay-fixed swaps on portfolios of held-for-investment automotive loan assets with $0 in a receivable position, $4 million in a payable position, and of a $3.9 billion notional amount at September 30, 2013. There were no outstanding positions at December 31, 2012.
(d)
Primarily consists of exchange-traded Eurodollar futures with $17 million and $32 million in a receivable position, $3 million and $5 million in a payable position, and of a $34.1 billion and $24.2 billion notional amount at September 30, 2013 and December 31, 2012, respectively. Also includes equity options with $4 million and $1 million in a receivable position, $5 million and $8 million in a payable position, and of a $567 million and $554 million notional amount at September 30, 2013 and December 31, 2012, respectively.

48

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)
 
2013
 
2012
 
2013
 
2012
Derivatives qualifying for hedge accounting
 
 
 
 
 
 
 
 
Gain (loss) recognized in earnings on derivatives
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans (a)
 
$
3

 
$

 
$
3

 
$

Interest on long-term debt (b)
 
11

 
17

 
(302
)
 
216

(Loss) gain recognized in earnings on hedged items (c)
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
(3
)
 

 
(3
)
 

Interest on long-term debt
 
(15
)
 
(33
)
 
311

 
(241
)
Total derivatives qualifying for hedge accounting
 
(4
)
 
(16
)
 
9

 
(25
)
Economic derivatives
 
 
 
 
 
 
 
 
Gain (loss) recognized in earnings on derivatives
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Servicing asset valuation and hedge activities, net
 

 
387

 
(112
)
 
612

Gain (loss) on mortgage and automotive loans, net
 

 
28

 
(37
)
 
52

Other income, net of losses
 
20

 
(4
)
 
26

 
(31
)
Total interest rate contracts
 
20

 
411

 
(123
)
 
633

Foreign exchange contracts (d)
 
 
 
 
 
 
 
 
Interest on long-term debt
 
52

 
(38
)
 
71

 
(39
)
Other income, net of losses
 
(4
)
 
(52
)
 
25

 
(27
)
Total foreign exchange contracts
 
48

 
(90
)
 
96

 
(66
)
Gain (loss) recognized in earnings on derivatives
 
$
64

 
$
305

 
$
(18
)
 
$
542

(a)
Amounts exclude losses related to interest for qualifying accounting hedges of portfolios of retail automotive loans held-for-investment of $1 million for both the three months and nine months ended September 30, 2013. These losses are primarily offset by the fixed coupon receipts on the retail automotive loans held-for-investment.
(b)
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 $33 million and $29 million for the three months ended September 30, 2013 and 2012, respectively, and $94 million and $85 million for the nine months ended September 30, 2013 and 2012, respectively.
(c)
Amounts exclude gains related to amortization of deferred basis adjustments on the de-designated hedged item of $112 million and $57 million for the three months ended September 30, 2013 and 2012, respectively, and $188 million and $176 million for the nine months ended September 30, 2013 and 2012, respectively.
(d)
Amounts exclude gains and losses related to the revaluation of the related foreign-denominated debt or receivable. Losses of $47 million and gains of $92 million were recognized for the three months ended September 30, 2013 and 2012, respectively. Losses of $94 million and gains of $67 million were recognized for the nine months ended September 30, 2013 and 2012, respectively.

49

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)
 
2013
 
2012
 
2013
 
2012
Cash flow hedges
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Gain (loss) reclassified from accumulated other comprehensive income to interest on long-term debt (a)
 
$

 
$
1

 
$
(7
)
 
$
1

Loss recorded directly to interest on long-term debt
 

 
(1
)
 
1

 
(6
)
Total interest on long-term debt
 
$

 
$

 
$
(6
)
 
$
(5
)
(Loss) gain recognized in other comprehensive income
 
$
(4
)
 
$
(6
)
 
$
6

 
$
(8
)
Net investment hedges
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
 
 
 
 
Loss reclassified from accumulated other comprehensive income (loss) to income (loss) from discontinued operations, net
 
$

 
$

 
$
(261
)
 
$
(1
)
Total other income, net of losses
 
$

 
$

 
$
(261
)
 
$
(1
)
(Loss) gain recognized in other comprehensive income (b)
 
$
(14
)
 
$
(327
)
 
$
313

 
$
(281
)
(a)
The amount represents losses reclassified from other comprehensive income (OCI) into earnings as a result of the discontinuance of hedge accounting because it is probable that the forecasted transaction will not occur.
(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 $9 million and $317 million for the three months ended September 30, 2013 and 2012, respectively. There were losses of $530 million and gains of $269 million for the nine months ended September 30, 2013 and 2012, respectively.
21.    Income Taxes
We recognized total income tax expense from continuing operations of $28 million and an income tax benefit from continuing operations of $55 million during the three months and nine months ended September 30, 2013, respectively, compared to income tax expense of $46 million and $31 million for the same periods in 2012. The decrease in income tax expense for the nine months ended September 30, 2013, compared to the same period in 2012, was primarily related to the benefit in 2013 from the retroactive reinstatement of the active financing exception by the American Taxpayer Relief Act of 2012 and from the release of valuation allowance related to the measurement of foreign tax credit carryforwards anticipated to be utilized in the future.
As of each reporting date, we consider both positive and negative evidence that could impact our view with regard to future realization of deferred tax assets. We continue to believe it is more likely than not that the benefit for certain state net operating loss, capital loss, and foreign tax credit carryforwards will not be realized. In recognition of this risk, we continue to provide a partial valuation allowance on the deferred tax assets relating to these carryforwards.
During the three months ended September 30, 2013, no significant transactions occurred that served to reduce the deferred tax asset related to our capital loss carryforwards. For the nine months ended September 30, 2013, net capital gains from completed sales of our international operations served to reduce the deferred tax asset related to our capital loss carryforwards by approximately $298 million. This capital loss carryforward utilization resulted in a reversal of related valuation allowance. Furthermore, successful completion during 2013 or 2014 of additional sales of entities currently held-for-sale may result in additional capital gains that would allow us to realize additional capital loss carryforwards. Any related reversal of valuation allowance on these deferred tax assets would be recognized as an income tax benefit upon such utilization.
We expect the unrecognized tax benefits disclosed in our 2012 Annual Report to change over the next 12 months if certain tax matters are ultimately settled with the applicable taxing jurisdiction as anticipated. The impact of these changes to previously recorded uncertain tax positions is expected to result in a tax benefit of approximately $66 million.
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 priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e.,

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


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, 2013.
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.
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 fair value because of fair value option elections. 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. Mortgage loans classified as Level 2 were mainly 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 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.
Refer to the section within this note titled Fair Value Option for Financial Assets for further information about the fair value elections.
MSRs — MSRs were classified as Level 3, management estimated fair value using our transaction data and other market data or, in periods when there were limited MSRs market transactions that were directly observable, internally developed discounted cash flow models (an income approach) were used to estimate the fair value. These internal valuation models estimated net cash flows based on internal operating assumptions that we believed 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 believed approximate yields required by investors in this asset. Cash flows primarily included servicing fees, float income, and late fees in each case less operating costs to service the loans. The estimated cash flows were 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 had interest rate lock commitments accounted for as derivative instruments at Ally Bank that were classified as Level 3. We have also historically held certain derivative contracts that are structured specifically to meet a particular hedging objective. These

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


derivative contracts often were 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 was often indexed to the hedged item. As a result, we typically were 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. However, as of the quarter ended March 31, 2013, we no longer hold such positions within continuing operations due to the sales of our international automotive finance businesses.
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.

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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, 2013 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 

Available-for-sale securities
 
 
 
 
 
 
 

Debt securities
 
 
 
 
 
 
 

U.S. Treasury and federal agencies
 
$
893

 
$
1,129

 
$

 
$
2,022

U.S. State and political subdivisions
 

 
179

 

 
179

Foreign government
 
5

 
295

 

 
300

Mortgage-backed residential
 

 
11,206

 

 
11,206

Mortgage-backed commercial
 

 
20

 

 
20

Asset-backed
 

 
2,265

 

 
2,265

Corporate debt securities
 

 
1,058

 

 
1,058

Total debt securities
 
898

 
16,152

 

 
17,050

Equity securities (a)
 
917

 

 

 
917

Total available-for-sale securities
 
1,815

 
16,152

 

 
17,967

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

 
63

 

 
63

Mortgage servicing rights
 

 

 

 

Other assets
 
 
 
 
 
 
 

Interests retained in financial asset sales
 

 

 
121

 
121

Derivative contracts in a receivable position
 
 
 
 
 
 
 

Interest rate
 
61

 
182

 

 
243

Foreign currency
 

 

 
57

 
57

Total derivative contracts in a receivable position
 
61

 
182

 
57

 
300

Collateral placed with counterparties
 

 
74

 

 
74

Total assets
 
$
1,876

 
$
16,471

 
$
178

 
$
18,525

Liabilities
 
 
 
 
 
 
 

Accrued expenses and other liabilities
 
 
 
 
 
 
 

Derivative contracts in a payable position
 
 
 
 
 
 
 

Interest rate
 
$
(21
)
 
$
(159
)
 
$

 
$
(180
)
Foreign currency
 

 
(48
)
 

 
(48
)
Total derivative contracts in a payable position
 
(21
)
 
(207
)
 

 
(228
)
Total liabilities
 
$
(21
)
 
$
(207
)
 
$

 
$
(228
)
(a)
Our investment in any one industry did not exceed 20%.
(b)
Carried at fair value due to fair value option elections.

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


 
 
Recurring fair value measurements
December 31, 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
 
$
697

 
$
1,517

 
$

 
$
2,214

Foreign government
 
3

 
300

 

 
303

Mortgage-backed residential
 

 
6,906

 

 
6,906

Asset-backed
 

 
2,340

 

 
2,340

Corporate debt securities
 

 
1,263

 

 
1,263

Total debt securities
 
700

 
12,326

 

 
13,026

Equity securities (a)
 
1,152

 

 

 
1,152

Total available-for-sale securities
 
1,852

 
12,326

 

 
14,178

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

 
2,490

 

 
2,490

Mortgage servicing rights
 

 

 
952

 
952

Other assets
 
 
 
 
 
 
 

Interests retained in financial asset sales
 

 

 
154

 
154

Derivative contracts in a receivable position (c)
 
 
 
 
 
 
 

Interest rate
 
40

 
2,170

 
48

 
2,258

Foreign currency
 

 
40

 

 
40

Total derivative contracts in a receivable position
 
40

 
2,210

 
48

 
2,298

Collateral placed with counterparties (d)
 
103

 
99

 

 
202

Total assets
 
$
1,995

 
$
17,125

 
$
1,154

 
$
20,274

Liabilities
 
 
 
 
 
 
 

Accrued expenses and other liabilities
 
 
 
 
 
 
 

Derivative contracts in a payable position (c)
 
 
 
 
 
 
 

Interest rate
 
$
(13
)
 
$
(2,374
)
 
$
(1
)
 
$
(2,388
)
Foreign currency
 

 
(78
)
 
(2
)
 
(80
)
Total derivative contracts in a payable position
 
(13
)
 
(2,452
)
 
(3
)
 
(2,468
)
Total liabilities
 
$
(13
)
 
$
(2,452
)
 
$
(3
)
 
$
(2,468
)
(a)
Our investment in any one industry did not exceed 21%.
(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.
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, 2013 ($ in millions)
 
Level 3 recurring measurements
 
Valuation technique
 
Unobservable input
 
Range
Assets
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
 
$
121

 
Discounted cash flow
 
Discount rate
 
5.3-5.4%
 
 
 
 
 
 
Commercial paper rate
 
0-0.1%

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


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
 
 
 
 
Fair value at September 30, 2013
Net unrealized gains included in earnings still held at September 30, 2013
 
($ in millions)
Fair value at July 1, 2013
included
in  earnings
 
included
in OCI
Purchases
Sales
Issuances
Settlements
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
$
124

$
8

(a)
$

$

$

$

$
(11
)
$
121

$

 
Derivative contracts, net
 
 
 
 
 
 
 
 
 
 
 
Foreign currency
(9
)
47

(b)




19

57

47

(b)
Total derivative contracts in a receivable position, net
(9
)
47

 




19

57

47

 
Total assets
$
115

$
55

 
$

$

$

$

$
8

$
178

$
47

 
(a)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(b)
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.

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


 
Level 3 recurring fair value measurements
 
Fair value at July 1, 2012
Net realized/unrealized
gains (losses)
Purchases

Sales
 
Issuances
Settlements
Fair value at September 30, 2012
Net 
unrealized
(losses) gains
included in
earnings still
held at
September 30, 2012
 
($ in millions)
included
in
earnings
 
included in OCI
 
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 (g)
 
 
 
 
 
 
 
 
 
 
 
 
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, and income from discontinued operations, net of tax, in the Condensed Consolidated Statement of Comprehensive Income.
(c)
Reported as other income, net of losses, and income from discontinued operations, net of tax, 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.
 
Level 3 recurring fair value measurements
 
 
Net realized/unrealized
(losses) gains
 
 
 
 
Fair value at September 30, 2013
Net unrealized (losses) gains included in earnings still held at September 30, 2013
 
($ in millions)
Fair value at Jan. 1, 2013
included
in  earnings
 
included
in OCI
Purchases
Sales
Issuances
Settlements
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Mortgage servicing rights
$
952

$
(101
)
(a)
$

$

$
(911
)
$
60

$

$

$

 
Other assets
 
 
 
 
 
 
 
 
 
 
 
Interests retained in financial asset sales
154

19

(b)




(52
)
121


 
Derivative contracts, net
 
 
 
 
 
 
 
 
 
 
 
Interest rate
47

(51
)
(c)




4



(c)
Foreign currency
(2
)
40

(c)




19

57

38

(c)
Total derivative contracts in a receivable position, net
45

(11
)
 




23

57

38

 
Total assets
$
1,151

$
(93
)
 
$

$

$
(911
)
$
60

$
(29
)
$
178

$
38

 
(a)
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the Condensed Consolidated Statement of Comprehensive Income.
(b)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
(c)
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.

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


 
Level 3 recurring fair value measurements
 
Fair value at Jan. 1, 2012
Net realized/unrealized
gains (losses)
Purchases

Sales
 
Issuances
Settlements
Transfers out due to deconsolidation (a)
Fair value at September 30, 2012
Net 
unrealized
gains (losses)
included  in
earnings still
held at
September 30, 2012
 
($ in millions)
included
in
earnings
 
included in OCI
 
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 during the three months ended June 30, 2012. Refer to Note 1 for additional information related to ResCap.
(b)
The fair value adjustment and the related interest were reported as income from discontinued operations, net of tax, 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, and income from discontinued operations, net of tax, in the Condensed Consolidated Statement of Comprehensive Income.
(f)
Reported as other income, net of losses, and income from discontinued operations, net of tax, 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.
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.

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


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, 2013 ($ in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans held-for-sale
 
$

 
$

 
$
19

 
$
19

 
$

 
n/m (a)
n/m (a)
(a)
Commercial finance receivables and loans, net (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automotive
 

 

 
95

 
95

 
(17
)
 
n/m (a)
n/m
(a)
Other
 

 

 
63

 
63

 
(11
)
 
n/m (a)
n/m
(a)
Total commercial finance receivables and loans, net
 

 

 
158

 
158

 
(28
)
 
n/m (a)
n/m
(a)
Other assets
 
 
 
 
 
 
 

 
 
 
 
 
 
Repossessed and foreclosed assets (c)
 

 

 
7

 
7

 
(2
)
 
n/m (a)
n/m
(a)
Other
 

 

 
2

 
2

 

 
n/m (a)
n/m
(a)
Total assets
 
$

 
$

 
$
186

 
$
186

 
$
(30
)
 
n/m (a)
n/m
 
n/m = not meaningful
(a)
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.
(b)
Represents the portion of the portfolio specifically impaired during 2013. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.
(c)
The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.
 
 
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)
Total assets
 
$

 
$

 
$
205

 
$
205

 
$
(39
)
 
n/m (b)
n/m
 
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.

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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, 2013 ($ in millions)
 
Level 3 nonrecurring measurements
 
Valuation technique
 
Unobservable input
 
Range
Assets
 
 
 
 
 
 
 
 
Commercial finance receivables and loans, net
 
 
 
 
 
 
 
 
Automotive
 
$
95

 
Fair value of collateral
 
Adjusted appraisal value
 
65.0-95.0%
Fair Value Option for Financial Assets
A description of the financial assets elected to be measured at fair value is as follows. Our intent in electing fair value measurement was to mitigate a divergence between accounting losses and economic exposure for certain assets and liabilities.
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 would 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 carried 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 was 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.

59

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
on loans
held-for-sale (a)
 
Gain on mortgage
loans, net
 
Total
included in
earnings
2013
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$

 
$
14

 
$
14

2012
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$
18

 
$
33

 
$
51

(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.
 
Changes included in the
 
Condensed Consolidated Statement of Comprehensive Income
Nine months ended September 30, ($ in millions)
 
Interest
on loans
held-for-sale (a)
 
Loss on
mortgage
loans, net
 
Total
included in
earnings
2013
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$
19

 
$
(35
)
 
$
(16
)
2012
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
$
58

 
$
(14
)
 
$
44

(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.
The following table provides the aggregate fair value and the aggregate unpaid principal balance for the fair value option-elected loans.
 
 
September 30, 2013
 
December 31, 2012
($ in millions)
 
Unpaid
principal
balance
 
Fair
value (a)
 
Unpaid
principal
balance
 
Fair
value (a)
Assets
 
 
 
 
 
 
 
 
Mortgage loans held-for-sale, net
 
 
 
 
 
 
 
 
Total loans
 
$
110

 
$
63

 
$
2,416

 
$
2,490

Nonaccrual loans
 
48

 
24

 
47

 
25

Loans 90+ days past due (b)
 
40

 
20

 
36

 
19

(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.

60

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, 2013 and December 31, 2012.
 
 
 
Estimated fair value
($ in millions)
Carrying
value
 
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2013
 
 
 
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
 
 
 
Loans held-for-sale, net (a)
$
82

 
$

 
$
63

 
$
19

 
$
82

Finance receivables and loans, net (a)
94,083

 

 

 
95,037

 
95,037

Nonmarketable equity investments
184

 

 
155

 
34

 
189

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposit liabilities
$
52,031

 
$

 
$

 
$
52,750

 
$
52,750

Short-term borrowings
6,015

 

 

 
6,015

 
6,015

Long-term debt (a)(b)
61,050

 

 
31,055

 
32,859

 
63,914

December 31, 2012
 
 
 
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
 
 
 
Loans held-for-sale, net (a)
$
2,576

 
$

 
$
2,490

 
$
86

 
$
2,576

Finance receivables and loans, net (a)
97,885

 

 

 
98,907

 
98,907

Nonmarketable equity investments
303

 

 
272

 
34

 
306

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposit liabilities
$
47,915

 
$

 
$

 
$
48,752

 
$
48,752

Short-term borrowings
7,461

 
6

 

 
7,454

 
7,460

Long-term debt (a)(b)
74,882

 

 
36,018

 
42,533

 
78,551

(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 $349 million and $321 million at September 30, 2013, and December 31, 2012, 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 included all GSE-eligible mortgage loans valued predominantly using published forward agency prices. It also included any domestic loans where recently negotiated market prices for the loan pool existed with a counterparty (which approximated fair value) or quoted market prices for similar loans were available. Loans held-for-sale classified as Level 3 included all loans valued 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.
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 automotive and other 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.

61

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


For mortgage loans held-for-investment, 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. 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.
Debt — Level 2 debt was valued using quoted market prices, when available, or other means for substantiation with observable inputs. Debt valued using internally derived inputs, such as prepayment speeds and discount rates, was classified as Level 3.
23.    Offsetting Assets and Liabilities
Our qualifying master netting agreements are written, legally enforceable bilateral agreements that (1) create a single legal obligation for all individual transactions covered by the agreement to the non-defaulting entity upon an event of default of the counterparty, including bankruptcy, insolvency, or similar proceeding, and (2) provide the non-defaulting entity the right to accelerate, terminate, and close-out on a net basis all transactions under the agreement and to liquidate or set off collateral promptly upon an event of default of the counterparty. As it relates to derivative instruments, in certain instances we have the option to report derivatives that are subject to a qualifying master netting agreement on a net basis, we have elected to report these instruments as gross assets and liabilities on the Condensed Consolidated Balance Sheet.
To further mitigate the risk of counterparty default related to derivative instruments, 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, such that the net replacement cost of the non-defaulting party is covered in the event of counterparty default.
The composition of offsetting derivative instruments, financial assets, and financial liabilities was as follows.
 
 
Gross Amounts of Recognized Assets/(Liabilities)
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Assets/(Liabilities) Presented in the Condensed Consolidated Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
 
 
September 30, 2013 ($ in millions)
 
 
 
 
Financial Instruments
 
Collateral (a)
 
Net Amount
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets in net asset positions
 
$
256

 
$

 
$
256

 
$
(83
)
 
$
(109
)
 
$
64

Derivative assets in net liability positions
 
10

 

 
10

 
(10
)
 

 

Derivative assets with no offsetting arrangements
 
34

 

 
34

 

 

 
34

Total assets
 
$
300

 
$

 
$
300

 
$
(93
)
 
$
(109
)
 
$
98

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities in net liability positions
 
$
(125
)
 
$

 
$
(125
)
 
$
10

 
$
98

 
$
(17
)
Derivative liabilities in net asset positions
 
(82
)
 

 
(82
)
 
82

 

 

Derivative liabilities with no offsetting arrangements
 
(21
)
 

 
(21
)
 

 

 
(21
)
Total derivative liabilities
 
(228
)
 

 
(228
)
 
92

 
98

 
(38
)
Securities sold under agreements to repurchase
 
(566
)
 

 
(566
)
 

 
290

 
(276
)
Total liabilities
 
$
(794
)
 
$

 
$
(794
)
 
$
92

 
$
388

 
$
(314
)
(a)
Financial collateral received/pledged shown as a balance based on the sum of all net asset and liability positions between Ally and each individual derivative counterparty.

62

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


 
 
Gross Amounts of Recognized Assets/(Liabilities)
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Assets/(Liabilities) Presented in the Condensed Consolidated Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
 
 
December 31, 2012 ($ in millions)
 
 
 
 
Financial Instruments
 
Collateral (a)
 
Net Amount
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets in net asset positions
 
$
1,395

 
$

 
$
1,395

 
$
(503
)
 
$
(841
)
 
$
51

Derivative assets in net liability positions
 
788

 

 
788

 
(788
)
 

 

Derivative assets with no offsetting arrangements
 
115

 

 
115

 

 

 
115

Total assets
 
$
2,298

 
$

 
$
2,298

 
$
(1,291
)
 
$
(841
)
 
$
166

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities in net liability positions
 
$
(1,929
)
 
$

 
$
(1,929
)
 
$
788

 
$
1,092

 
$
(49
)
Derivative liabilities in net asset positions
 
(503
)
 

 
(503
)
 
503

 

 

Derivative liabilities with no offsetting arrangements
 
(36
)
 

 
(36
)
 

 

 
(36
)
Total liabilities
 
$
(2,468
)
 
$

 
$
(2,468
)
 
$
1,291

 
$
1,092

 
$
(85
)
(a)
Financial collateral received/pledged shown as a balance based on the sum of all net asset and liability positions between Ally and each individual derivative counterparty.
24.    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 three operating segments - 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 reflect the manner in which financial information is currently evaluated by management. The following is a description of each of our reportable operating segments.
Automotive Finance operations — Provides automotive financing services to consumers and automotive dealers. 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.
Insurance operations — Offers 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, maintenance coverage, and GAP products. We also underwrite selected commercial insurance coverages, which primarily insure dealers' vehicle inventories in the United States.
Mortgage operations — Our ongoing Mortgage operations include the management of our held-for-investment mortgage portfolio. Our Mortgage operations also consist of noncore businesses that are winding down.
Corporate and Other primarily consists of our centralized corporate treasury 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, overhead that was previously allocated to operations that have since been sold or classified as discontinued operations, 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.

63

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.
Three months ended September 30,
($ in millions)
 
Automotive Finance operations
 
Insurance
operations
 
Mortgage operations
 
Corporate
and
Other (a)
 
Consolidated (b)
2013
 
 
 
 
 

 

 
 
Net financing revenue (loss)
 
$
800

 
$
16

 
$
13

 
$
(92
)
 
$
737

Other revenue (loss)
 
65

 
293

 
19

 
(6
)
 
371

Total net revenue (loss)
 
865

 
309

 
32

 
(98
)
 
1,108

Provision for loan losses
 
150

 

 
(12
)
 
3

 
141

Total noninterest expense
 
376

 
226

 
48

 
112

 
762

Income (loss) from continuing operations before income tax expense (benefit)
 
$
339

 
$
83

 
$
(4
)
 
$
(213
)
 
$
205

Total assets
 
$
108,609

 
$
7,323

 
$
8,562

 
$
26,062

 
$
150,556

2012
 

 

 

 

 
 
Net financing revenue (loss)
 
$
728

 
$
14

 
$
45

 
$
(315
)
 
$
472

Other revenue
 
75

 
233

 
446

 
21

 
775

Total net revenue (loss)
 
803

 
247

 
491

 
(294
)
 
1,247

Provision for loan losses
 
101

 

 
5

 
(1
)
 
105

Total noninterest expense
 
365

 
234

 
155

 
91

 
845

Income (loss) from continuing operations before income tax expense (benefit)
 
$
337

 
$
13


$
331

 
$
(384
)
 
$
297

Total assets
 
$
123,252

 
$
8,461

 
$
17,004

 
$
33,765

 
$
182,482

(a)
Total assets for the Commercial Finance Group were $1.6 billion and $1.3 billion at September 30, 2013 and 2012, respectively.
(b)
Net financing revenue after the provision for loan losses totaled $0.6 billion and $0.4 billion for the three months ended September 30, 2013 and 2012, respectively.
Nine months ended September 30,
($ in millions)
 
Automotive Finance operations
 
Insurance
operations
 
Mortgage operations
 
Corporate
and
Other (a)
 
Consolidated (b)
2013
 

 
 
 

 

 
 
Net financing revenue (loss)
 
$
2,350

 
$
43

 
$
62

 
$
(450
)
 
$
2,005

Other revenue (loss)
 
207

 
926

 
(6
)
 
32

 
1,159

Total net revenue (loss)
 
2,557

 
969

 
56

 
(418
)
 
3,164

Provision for loan losses
 
350

 

 
14

 
(3
)
 
361

Total noninterest expense
 
1,143

 
780

 
293

 
305

 
2,521

Income (loss) from continuing operations before income tax expense (benefit)
 
$
1,064

 
$
189

 
$
(251
)
 
$
(720
)
 
$
282

Total assets
 
$
108,609

 
$
7,323

 
$
8,562

 
$
26,062

 
$
150,556

2012
 

 
 
 

 

 
 
Net financing revenue (loss)
 
$
2,051

 
$
42

 
$
111

 
$
(924
)
 
$
1,280

Other revenue
 
264

 
871

 
903

 
56

 
2,094

Total net revenue (loss)
 
2,315

 
913

 
1,014

 
(868
)
 
3,374

Provision for loan losses
 
194

 

 
53

 
(11
)
 
236

Total noninterest expense
 
1,103

 
780

 
465

 
323

 
2,671

Income (loss) from continuing operations before income tax expense (benefit)
 
$
1,018

 
$
133

 
$
496

 
$
(1,180
)
 
$
467

Total assets
 
$
123,252

 
$
8,461

 
$
17,004

 
$
33,765

 
$
182,482

(a)
Total assets for the Commercial Finance Group were $1.6 billion and $1.3 billion at September 30, 2013 and 2012, respectively.
(b)
Net financing revenue after the provision for loan losses totaled $1.6 billion and $1.0 billion for the nine months ended September 30, 2013 and 2012, respectively.

64

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)
 
Income (loss)
from continuing
operations
before income
tax expense (b)
 
Net income
(loss) (b)(c)
2013
 
 
 
 
 
 
Canada
 
$
40

 
$
14

 
$
13

Europe (d)
 
2

 
1

 
4

Latin America
 

 
12

 
26

Asia-Pacific
 

 

 
35

Total foreign
 
42

 
27

 
78

Total domestic (e)
 
1,066

 
178

 
13

Total
 
$
1,108

 
$
205

 
$
91

2012
 
 
 
 
 
 
Canada
 
$
54

 
$
1

 
$
62

Europe (d)
 
(10
)
 
(11
)
 
9

Latin America
 
2

 
(3
)
 
62

Asia-Pacific
 
1

 
1

 
21

Total foreign
 
47

 
(12
)
 
154

Total domestic (e)
 
1,200

 
309

 
230

Total
 
$
1,247

 
$
297

 
$
384

(a)
Revenue consists of net financing revenue and total other revenue as presented in our Condensed Consolidated Financial Statements.
(b)
The domestic amounts include original discount amortization of $67 million and $79 million for the three months ended September 30, 2013 and 2012, respectively.
(c)
Gain (loss) realized on sale of discontinued operations are allocated to the geographic area in which the business operated.
(d)
Amounts include eliminations between our foreign operations.
(e)
Amounts include eliminations between our domestic and foreign operations.

65

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)
 
Income (loss)
from continuing
operations
before income
tax expense (b)
 
Net income
(loss) (b)(c)
2013
 
 
 
 
 
 
Canada
 
$
136

 
$
42

 
$
1,256

Europe (d)
 
(8
)
 
(18
)
 
(82
)
Latin America
 

 
7

 
300

Asia-Pacific
 
1

 
(2
)
 
89

Total foreign
 
129

 
29

 
1,563

Total domestic (e)
 
3,035

 
253

 
(1,306
)
Total
 
$
3,164

 
$
282

 
$
257

2012
 
 
 
 
 
 
Canada
 
$
174

 
$
32

 
$
227

Europe (d)
 
(24
)
 
(11
)
 
124

Latin America
 
4

 
(10
)
 
171

Asia-Pacific
 
3

 
2

 
71

Total foreign
 
157

 
13

 
593

Total domestic (e)
 
3,217

 
454

 
(797
)
Total
 
$
3,374

 
$
467

 
$
(204
)
(a)
Revenue consists of net financing revenue and total other revenue as presented in our Condensed Consolidated Financial Statements.
(b)
The domestic amounts include original discount amortization of $191 million and $291 million for the nine months ended September 30, 2013 and 2012, respectively.
(c)
Gain (loss) realized on sale of discontinued operations are allocated to the geographic area in which the business operated.
(d)
Amounts include eliminations between our foreign operations.
(e)
Amounts include eliminations between our domestic and foreign operations.
25.    Parent and Guarantor Consolidating Financial Statements
Certain of our senior notes are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of September 30, 2013, the Guarantors include Ally US LLC and IB Finance Holding Company, LLC (IB Finance), each of which fully and unconditionally guarantee the senior notes on a joint and several basis.
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, the 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 the 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, the Guarantors, and nonguarantors.

66

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


Condensed Consolidating Statements of Comprehensive Income
Three months ended September 30, 2013 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
243

 
$

 
$
876

 
$

 
$
1,119

Interest and fees on finance receivables and loans — intercompany
 
12

 

 
21

 
(33
)
 

Interest and dividends on available-for-sale investment securities
 

 

 
85

 

 
85

Interest-bearing cash
 
1

 

 
2

 

 
3

Interest-bearing cash — intercompany
 

 

 
2

 
(2
)
 

Operating leases
 
141

 

 
691

 

 
832

Total financing revenue and other interest income
 
397

 

 
1,677

 
(35
)
 
2,039

Interest expense
 
 
 
 
 
 
 
 
 

Interest on deposits
 
5

 

 
158

 

 
163

Interest on short-term borrowings
 
11

 

 
4

 

 
15

Interest on long-term debt
 
469

 

 
140

 

 
609

Interest on intercompany debt
 
23

 

 
12

 
(35
)
 

Total interest expense
 
508

 

 
314

 
(35
)
 
787

Depreciation expense on operating lease assets
 
103

 

 
412

 

 
515

Net financing (loss) revenue
 
(214
)
 

 
951

 

 
737

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 

Nonbank subsidiaries
 
54

 

 

 
(54
)
 

Other revenue
 
 
 
 
 
 
 
 
 

Servicing fees
 
36

 

 
(23
)
 

 
13

Servicing asset valuation and hedge activities, net
 

 

 

 

 

Total servicing income, net
 
36

 

 
(23
)
 

 
13

Insurance premiums and service revenue earned
 

 

 
251

 

 
251

Gain on mortgage and automotive loans, net
 

 

 
15

 

 
15

Loss on extinguishment of debt
 
(42
)
 

 

 

 
(42
)
Other gain on investments, net
 

 

 
41

 

 
41

Other income, net of losses
 
51

 

 
350

 
(308
)
 
93

Total other revenue
 
45

 

 
634

 
(308
)
 
371

Total net (loss) revenue
 
(115
)
 

 
1,585

 
(362
)
 
1,108

Provision for loan losses
 
69

 

 
72

 

 
141

Noninterest expense
 
 
 
 
 
 
 
 
 

Compensation and benefits expense
 
153

 

 
205

 
(113
)
 
245

Insurance losses and loss adjustment expenses
 

 

 
85

 

 
85

Other operating expenses
 
119

 

 
508

 
(195
)
 
432

Total noninterest expense
 
272

 

 
798

 
(308
)
 
762

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
 
(456
)
 

 
715

 
(54
)
 
205

Income tax (benefit) expense from continuing operations
 
(189
)
 

 
217

 

 
28

Net (loss) income from continuing operations
 
(267
)
 

 
498

 
(54
)
 
177

Income (loss) from discontinued operations, net of tax
 
152

 
15

 
(253
)
 

 
(86
)
Undistributed income (loss) of subsidiaries
 
 
 
 
 
 
 
 
 

Bank subsidiary
 
235

 
235

 

 
(470
)
 

Nonbank subsidiaries
 
(29
)
 
5

 

 
24

 

Net income
 
91

 
255

 
245

 
(500
)
 
91

Other comprehensive income (loss), net of tax
 
4

 
(34
)
 
24

 
10

 
4

Comprehensive income
 
$
95

 
$
221

 
$
269

 
$
(490
)
 
$
95


67

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


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

 
$

 
$
913

 
$

 
$
1,141

Interest and fees on finance receivables and loans — intercompany
 
23

 

 
4

 
(27
)
 

Interest on loans held-for-sale
 
4

 

 
19

 

 
23

Interest and dividends on available-for-sale investment securities
 

 

 
64

 

 
64

Interest-bearing cash
 
7

 

 
1

 

 
8

Interest-bearing cash - intercompany
 

 

 
5

 
(5
)
 

Operating leases
 
50

 

 
581

 

 
631

Total financing revenue and other interest income
 
312

 

 
1,587

 
(32
)
 
1,867

Interest expense
 
 
 
 
 
 
 
 
 

Interest on deposits
 
14

 

 
144

 

 
158

Interest on short-term borrowings
 
15

 

 
5

 

 
20

Interest on long-term debt
 
680

 

 
175

 
(4
)
 
851

Interest on intercompany debt
 
1

 

 
27

 
(28
)
 

Total interest expense
 
710

 

 
351

 
(32
)
 
1,029

Depreciation expense on operating lease assets
 
29

 

 
337

 

 
366

Net financing (loss) revenue
 
(427
)
 

 
899

 

 
472

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
 

 

 
262

 

 
262

Gain on mortgage and automotive loans, net
 
2

 

 
140

 

 
142

Other loss on investments, net
 

 

 
(23
)
 

 
(23
)
Other income, net of losses
 
48

 
120

 
305

 
(304
)
 
169

Total other revenue
 
96

 
120

 
863

 
(304
)
 
775

Total net (loss) revenue
 
(232
)
 
120

 
1,762

 
(403
)
 
1,247

Provision for loan losses
 
55

 

 
50

 

 
105

Noninterest expense
 
 
 
 
 
 
 
 
 

Compensation and benefits expense
 
175

 
121

 
83

 
(122
)
 
257

Insurance losses and loss adjustment expenses
 

 

 
90

 

 
90

Other operating expenses
 
95

 
1

 
585

 
(183
)
 
498

Total noninterest expense
 
270

 
122

 
758

 
(305
)
 
845

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries
 
(557
)
 
(2
)
 
954

 
(98
)
 
297

Income tax (benefit) expense from continuing operations
 
(304
)
 

 
350

 

 
46

Net (loss) income from continuing operations
 
(253
)
 
(2
)
 
604

 
(98
)
 
251

(Loss) income from discontinued operations, net of tax
 
(8
)
 

 
141

 

 
133

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


68

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


Nine months ended September 30, 2013 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating adjustments
 
Ally
consolidated
Financing revenue and other interest income
 
 
 
 
 
 
 
 
 
 
Interest and fees on finance receivables and loans
 
$
674

 
$

 
$
2,719

 
$

 
$
3,393

Interest and fees on finance receivables and loans — intercompany
 
49

 

 
46

 
(95
)
 

Interest on loans held-for-sale
 

 

 
19

 

 
19

Interest and dividends on available-for-sale investment securities
 

 

 
229

 

 
229

Interest-bearing cash
 
3

 

 
5

 

 
8

Interest-bearing cash — intercompany
 

 

 
6

 
(6
)
 

Operating leases
 
355

 

 
1,999

 

 
2,354

Total financing revenue and other interest income
 
1,081

 

 
5,023

 
(101
)
 
6,003

Interest expense
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
20

 

 
469

 

 
489

Interest on short-term borrowings
 
35

 

 
12

 

 
47

Interest on long-term debt
 
1,593

 

 
425

 
(5
)
 
2,013

Interest on intercompany debt
 
43

 

 
52

 
(95
)
 

Total interest expense
 
1,691

 

 
958

 
(100
)
 
2,549

Depreciation expense on operating lease assets
 
267

 

 
1,182

 

 
1,449

Net financing (loss) revenue
 
(877
)
 

 
2,883

 
(1
)
 
2,005

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
5,217

 
3,659

 

 
(8,876
)
 

Other revenue
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
118

 

 
(4
)
 

 
114

Servicing asset valuation and hedge activities, net
 

 

 
(213
)
 

 
(213
)
Total servicing income, net
 
118

 

 
(217
)
 

 
(99
)
Insurance premiums and service revenue earned
 

 

 
768

 

 
768

Gain on mortgage and automotive loans, net
 

 

 
52

 

 
52

Loss on extinguishment of debt
 
(42
)
 

 

 

 
(42
)
Other gain on investments, net
 

 

 
156

 

 
156

Other income, net of losses
 
128

 

 
1,116

 
(920
)
 
324

Total other revenue
 
204

 

 
1,875

 
(920
)
 
1,159

Total net revenue
 
4,544

 
3,659

 
4,758

 
(9,797
)
 
3,164

Provision for loan losses
 
298

 

 
63

 

 
361

Noninterest expense
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
505

 

 
622

 
(345
)
 
782

Insurance losses and loss adjustment expenses
 

 

 
346

 

 
346

Other operating expenses
 
276

 

 
1,692

 
(575
)
 
1,393

Total noninterest expense
 
781

 

 
2,660

 
(920
)
 
2,521

Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
 
3,465

 
3,659

 
2,035

 
(8,877
)
 
282

Income tax (benefit) expense from continuing operations
 
(749
)
 

 
694

 

 
(55
)
Net income from continuing operations
 
4,214

 
3,659

 
1,341

 
(8,877
)
 
337

(Loss) income from discontinued operations, net of tax
 
(1,355
)
 
(19
)
 
1,293

 
1

 
(80
)
Undistributed income (loss) of subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
668

 
668

 

 
(1,336
)
 

Nonbank subsidiaries
 
(3,270
)
 
(2,395
)
 

 
5,665

 

Net income
 
257

 
1,913

 
2,634

 
(4,547
)
 
257

Other comprehensive loss, net of tax
 
(494
)
 
(753
)
 
(830
)
 
1,583

 
(494
)
Comprehensive (loss) income
 
$
(237
)
 
$
1,160

 
$
1,804

 
$
(2,964
)
 
$
(237
)

69

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

 
$

 
$
2,695

 
$

 
$
3,374

Interest and fees on finance receivables and loans — intercompany
 
80

 

 
17

 
(97
)
 

Interest on loans held-for-sale
 
15

 

 
59

 

 
74

Interest on trading assets
 

 

 
10

 

 
10

Interest and dividends on available-for-sale investment securities
 

 

 
215

 

 
215

Interest-bearing cash
 
14

 

 
5

 

 
19

Interest-bearing cash - intercompany
 

 

 
14

 
(14
)
 

Operating leases
 
137

 

 
1,562

 

 
1,699

Total financing revenue and other interest income
 
925

 

 
4,577

 
(111
)
 
5,391

Interest expense
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
47

 

 
434

 

 
481

Interest on short-term borrowings
 
48

 

 
8

 

 
56

Interest on long-term debt
 
2,067

 

 
513

 
(12
)
 
2,568

Interest on intercompany debt
 

 
1

 
94

 
(95
)
 

Total interest expense
 
2,162

 
1

 
1,049

 
(107
)
 
3,105

Depreciation expense on operating lease assets
 
60

 

 
946

 

 
1,006

Net financing (loss) revenue
 
(1,297
)
 
(1
)
 
2,582

 
(4
)
 
1,280

Dividends from subsidiaries
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
419

 

 

 
(419
)
 

Other revenue
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
148

 

 
178

 

 
326

Servicing asset valuation and hedge activities, net
 

 

 
74

 

 
74

Total servicing income, net
 
148

 

 
252

 

 
400

Insurance premiums and service revenue earned
 

 

 
793

 

 
793

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

 
250

 

 
248

Other gain on investments, net
 

 

 
130

 

 
130

Other income, net of losses
 
144

 
374

 
909

 
(904
)
 
523

Total other revenue
 
290

 
374

 
2,334

 
(904
)
 
2,094

Total net (loss) revenue
 
(588
)
 
373

 
4,916

 
(1,327
)
 
3,374

Provision for loan losses
 
113

 

 
123

 

 
236

Noninterest expense
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
570

 
374

 
262

 
(376
)
 
830

Insurance losses and loss adjustment expenses
 

 

 
337

 

 
337

Other operating expenses
 
986

 
1

 
1,046

 
(529
)
 
1,504

Total noninterest expense
 
1,556

 
375

 
1,645

 
(905
)
 
2,671

(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries
 
(2,257
)
 
(2
)
 
3,148

 
(422
)
 
467

Income tax (benefit) expense from continuing operations
 
(852
)
 

 
883

 

 
31

Net (loss) income from continuing operations
 
(1,405
)
 
(2
)
 
2,265

 
(422
)
 
436

Income (loss) from discontinued operations, net of tax
 
11

 
6

 
(655
)
 
(2
)
 
(640
)
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
)

70

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


Condensed Consolidating Balance Sheet
September 30, 2013 ($ in millions)
 
Parent (a)
 
Guarantors
 
Nonguarantors (a)
 
Consolidating
adjustments
 
Ally
consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
695

 
$
29

 
$
339

 
$

 
$
1,063

Noninterest-bearing — intercompany
 
76

 

 

 
(76
)
 

Interest-bearing
 
2,251

 

 
3,235

 

 
5,486

Interest-bearing — intercompany
 

 

 
408

 
(408
)
 

Total cash and cash equivalents
 
3,022

 
29

 
3,982

 
(484
)
 
6,549

Investment securities
 

 

 
17,967

 

 
17,967

Loans held-for-sale, net
 

 

 
82

 

 
82

Finance receivables and loans, net
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans, net
 
17,118

 

 
78,163

 

 
95,281

Intercompany loans to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
900

 

 

 
(900
)
 

Nonbank subsidiaries
 
3,866

 

 
1,797

 
(5,663
)
 

Allowance for loan losses
 
(303
)
 

 
(895
)
 

 
(1,198
)
Total finance receivables and loans, net
 
21,581

 

 
79,065

 
(6,563
)
 
94,083

Investment in operating leases, net
 
3,112

 

 
14,142

 

 
17,254

Intercompany receivables from
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
164

 

 

 
(164
)
 

Nonbank subsidiaries
 
365

 

 
616

 
(981
)
 

Investment in subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
14,740

 
14,740

 

 
(29,480
)
 

Nonbank subsidiaries
 
11,235

 
115

 

 
(11,350
)
 

Premiums receivable and other insurance assets
 

 

 
1,666

 
(17
)
 
1,649

Other assets
 
3,247

 

 
4,182

 
(370
)
 
7,059

Assets of operations held-for-sale
 
656

 

 
5,257

 

 
5,913

Total assets
 
$
58,122

 
$
14,884


$
126,959


$
(49,409
)
 
$
150,556

Liabilities
 
 
 
 
 
 
 
 
 
 
Deposit liabilities
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$

 
$

 
$
66

 
$

 
$
66

Noninterest-bearing — intercompany
 

 

 
76

 
(76
)
 

Interest-bearing
 
550

 

 
51,415

 

 
51,965

Total deposit liabilities
 
550

 

 
51,557

 
(76
)
 
52,031

Short-term borrowings
 
3,200

 

 
2,815

 

 
6,015

Long-term debt
 
27,986

 

 
32,715

 

 
60,701

Intercompany debt to
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
2,205

 

 
4,766

 
(6,971
)
 

Intercompany payables to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
303

 

 

 
(303
)
 

Nonbank subsidiaries
 
636

 

 
223

 
(859
)
 

Interest payable
 
717

 

 
261

 

 
978

Unearned insurance premiums and service revenue
 

 

 
2,332

 

 
2,332

Accrued expenses and other liabilities
 
3,464

 
85

 
1,657

 
(370
)
 
4,836

Liabilities of operations held-for-sale
 

 

 
4,602

 

 
4,602

Total liabilities
 
39,061

 
85

 
100,928

 
(8,579
)
 
131,495

Total equity
 
19,061

 
14,799

 
26,031

 
(40,830
)
 
19,061

Total liabilities and equity
 
$
58,122

 
$
14,884

 
$
126,959

 
$
(49,409
)
 
$
150,556

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

71

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


December 31, 2012 ($ in millions)
 
Parent (a)
 
Guarantors
 
Nonguarantors (a)
 
Consolidating
adjustments
 
Ally
consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
729

 
$

 
$
344

 
$

 
$
1,073

Noninterest-bearing — intercompany
 
39

 

 

 
(39
)
 

Interest-bearing
 
3,204

 

 
3,236

 

 
6,440

Interest-bearing — intercompany
 

 

 
452

 
(452
)
 

Total cash and cash equivalents
 
3,972

 

 
4,032

 
(491
)
 
7,513

Investment securities
 

 

 
14,178

 

 
14,178

Loans held-for-sale, net
 

 

 
2,576

 

 
2,576

Finance receivables and loans, net
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans, net
 
12,486

 

 
86,569

 

 
99,055

Intercompany loans to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
1,600

 

 

 
(1,600
)
 

Nonbank subsidiaries
 
3,514

 

 
672

 
(4,186
)
 

Allowance for loan losses
 
(170
)
 

 
(1,000
)
 

 
(1,170
)
Total finance receivables and loans, net
 
17,430

 

 
86,241

 
(5,786
)
 
97,885

Investment in operating leases, net
 
2,003

 

 
11,547

 

 
13,550

Intercompany receivables from
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
677

 

 

 
(677
)
 

Nonbank subsidiaries
 
315

 
334

 
378

 
(1,027
)
 

Investment in subsidiaries
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
14,288

 
14,288

 

 
(28,576
)
 

Nonbank subsidiaries
 
19,180

 
3,723

 

 
(22,903
)
 

Mortgage servicing rights
 

 

 
952

 

 
952

Premiums receivable and other insurance assets
 

 

 
1,609

 

 
1,609

Other assets
 
2,514

 

 
9,968

 
(574
)
 
11,908

Assets of operations held-for-sale
 
855

 
762

 
30,582

 
(23
)
 
32,176

Total assets
 
$
61,234

 
$
19,107

 
$
162,063

 
$
(60,057
)
 
$
182,347

Liabilities
 
 
 
 
 
 
 
 
 
 
Deposit liabilities
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$

 
$

 
$
1,977

 
$

 
$
1,977

Noninterest-bearing — intercompany
 

 

 
39

 
(39
)
 

Interest-bearing
 
983

 

 
44,955

 

 
45,938

Total deposit liabilities
 
983

 

 
46,971

 
(39
)
 
47,915

Short-term borrowings
 
3,094

 

 
4,367

 

 
7,461

Long-term debt
 
32,342

 

 
42,219

 

 
74,561

Intercompany debt to
 
 
 
 
 
 
 
 
 
 
Nonbank subsidiaries
 
530

 

 
5,708

 
(6,238
)
 

Intercompany payables to
 
 
 
 
 
 
 
 
 
 
Bank subsidiary
 
752

 

 

 
(752
)
 

Nonbank subsidiaries
 
674

 

 
278

 
(952
)
 

Interest payable
 
748

 

 
184

 

 
932

Unearned insurance premiums and service revenue
 

 

 
2,296

 

 
2,296

Accrued expenses and other liabilities
 
2,187

 
451

 
4,517

 
(570
)
 
6,585

Liabilities of operations held-for-sale
 
26

 
725

 
21,948

 

 
22,699

Total liabilities
 
41,336

 
1,176

 
128,488

 
(8,551
)
 
162,449

Total equity
 
19,898

 
17,931

 
33,575

 
(51,506
)
 
19,898

Total liabilities and equity
 
$
61,234

 
$
19,107

 
$
162,063

 
$
(60,057
)
 
$
182,347

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


Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2013 ($ in millions)
 
Parent
 
Guarantors
 
Nonguarantors
 
Consolidating
adjustments
 
Ally
consolidated
Operating activities
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
5,198

 
$
3,514

 
$
4,528

 
$
(8,875
)
 
$
4,365

Investing activities
 
 
 
 
 
 
 
 
 
 
Purchases of available-for-sale securities
 

 

 
(12,747
)
 

 
(12,747
)
Proceeds from sales of available-for-sale securities
 

 

 
4,721

 

 
4,721

Proceeds from maturities and repayments of available-for-sale securities
 

 

 
3,893

 

 
3,893

Net (increase) decrease in finance receivables and loans
 
(3,527
)
 
79

 
6,192

 

 
2,744

Net decrease (increase) in loans — intercompany
 
347

 
251

 
(1,376
)
 
778

 

Net increase in operating lease assets
 
(1,111
)
 

 
(4,060
)
 

 
(5,171
)
Capital contributions to subsidiaries
 
(176
)
 

 

 
176

 

Returns of contributed capital
 
769

 
150

 


 
(919
)
 

Sales of mortgage servicing rights
 

 

 
911

 

 
911

Proceeds from sale of business units, net
 
1,123

 
554

 
5,260

 

 
6,937

Net change in restricted cash
 

 
(26
)
 
2,323

 

 
2,297

Other, net
 
(200
)
 

 
145

 

 
(55
)
Net cash (used in) provided by investing activities
 
(2,775
)
 
1,008

 
5,262

 
35

 
3,530

Financing activities
 
 
 
 
 
 
 
 
 
 
Net change in short-term borrowings — third party
 
105

 
36

 
(1,077
)
 

 
(936
)
Net (decrease) increase in deposits
 
(433
)
 

 
4,527

 
(37
)
 
4,057

Proceeds from issuance of long-term debt — third party
 
2,213

 

 
11,134

 

 
13,347

Repayments of long-term debt — third party
 
(6,331
)
 
(70
)
 
(20,324
)
 

 
(26,725
)
Net change in debt — intercompany
 
1,674

 
(271
)
 
(669
)
 
(734
)
 

Dividends paid — third party
 
(601
)
 

 

 

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

 
(4,217
)
 
(5,577
)
 
9,794

 

Capital contributions from parent
 

 
29

 
147

 
(176
)
 

Net cash used in financing activities
 
(3,373
)
 
(4,493
)
 
(11,839
)
 
8,847

 
(10,858
)
Effect of exchange-rate changes on cash and cash equivalents
 

 

 
47

 

 
47

Net (decrease) increase in cash and cash equivalents
 
(950
)
 
29

 
(2,002
)
 
7

 
(2,916
)
Adjustment for change in cash and cash equivalents of operations held-for-sale
 

 

 
1,952

 

 
1,952

Cash and cash equivalents at beginning of year
 
3,972

 

 
4,032

 
(491
)
 
7,513

Cash and cash equivalents at September 30
 
$
3,022

 
$
29

 
$
3,982

 
$
(484
)
 
$
6,549


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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
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 and repayments 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 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

Net change in restricted cash
 

 
(20
)
 
112

 

 
92

Other, net
 
(155
)
 

 
138

 

 
(17
)
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 (decrease) increase in deposits
 
(436
)
 

 
5,116

 
(33
)
 
4,647

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
)
 

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

26.    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 29 to the Consolidated Financial Statements in our 2012 Annual Report.
Mortgage-Related Matters
ResCap Bankruptcy Filing
Our mortgage operations were historically a significant portion of our operations and were conducted primarily through our Residential Capital, LLC (ResCap) subsidiary. On May 14, 2012, 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 (the Bankruptcy Court). On May 14, 2013, Ally Financial Inc., on behalf of itself and certain of its subsidiaries (collectively, AFI) entered into a Plan Support Agreement (the PSA) with the Debtors, the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases, and certain other creditors. On June 26, 2013, the Bankruptcy Court entered an order approving the PSA. On July 3, 2013, the Debtors filed the bankruptcy plan (the Plan) and related disclosure statement (the Disclosure Statement) with the Bankruptcy Court. The Bankruptcy Court entered an order approving the Disclosure Statement on August 23, 2013, and the Plan confirmation hearing is currently scheduled to commence on November 19, 2013. For further information with respect to the bankruptcy, refer to Note 1.

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


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 (the 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 FRB Foreclosure Review).
As described in Note 1, on July 26, 2013, the Bankruptcy Court approved an amendment to the Consent Order (the Consent Order Amendment) which, among other things, required the Debtors to escrow approximately $230 million (the FRB Settlement Amount) in exchange for the FRB ceasing the foreclosure review mandated under the Consent Order (the FRB Foreclosure Review). As a result of the Consent Order Amendment, the Debtors are no longer responsible for the FRB Foreclosure Review, and the FRB Settlement Amount will be distributed to individual borrowers in full satisfaction of the Debtors' foreclosure review obligations.
In addition, the PSA described above provides that the Debtors will remain responsible for all costs and obligations imposed on the Debtors under the Mortgage Settlement and Consent Order. For further information, refer to Note 1. If the Bankruptcy Court does not confirm the Plan, it is possible that Ally could become liable for certain financial and performance obligations under the Mortgage Settlement and Consent Order.
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.
Mortgage-backed Securities Litigation
Ally Financial Inc. and certain of its subsidiaries are named as defendants in various cases relating to ResCap mortgage-backed securities and certain other mortgage-related matters (collectively, the Mortgage Cases). The PSA requires the parties to support a Chapter 11 plan in the Debtors' Chapter 11 cases that will, among other things, settle and provide AFI full releases for all existing and potential claims between AFI and the Debtors, including all representation and warranty claims that reside with the Debtors, and all pending and potential claims held by third parties (the Third Party Releases) related to the Debtors that could be brought against AFI, including the Mortgage Cases. The Plan fully incorporates the terms of the PSA, including the Debtor Releases, as well as the Third Party Releases. As of the date hereof, AFI has agreed to settlements with each of the Federal Housing Finance Agency (the FHFA) and the Federal Deposit Insurance Corporation, as receiver for certain failed banks (the FDIC), which provide, among other things, that in exchange for a monetary payment, the FHFA’s and FDIC’s pending litigation against AFI will be dismissed, and the claims will no longer be included as exceptions to the Third Party Releases. Refer to Note 1 for further information.
Regulatory Matters
We have responded to subpoenas and document requests from the SEC, seeking information covering a wide range of mortgage-related matters, including, among other things, various aspects surrounding securitizations of residential mortgages. We also have responded to subpoenas received from the U.S. Department of Justice, which include broad requests for documentation and other information in connection with its investigation of potential fraud and other potential legal violations related to mortgage backed securities, as well as the origination and/or underwriting of mortgage loans.
In addition, the Consumer Financial Protection Bureau (CFPB) is currently investigating credit practices of certain participants in the automotive finance industry. In connection with these investigations, the staff of the CFPB has recently advised us that they believe we have an obligation to prevent independent automotive dealers with which we do business from engaging in certain retail financing practices that the CFPB staff believes violate the anti-discrimination provisions of the Equal Credit Opportunity Act, and that we have failed to fulfill this obligation. We understand that the CFPB has similarly advised other automobile finance companies. We are currently in discussions with the CFPB with respect to these matters. It is possible that this could result in material adverse consequences including, without limitation, settlements, fines, penalties, adverse regulatory actions, changes in our business practices, or other actions. However, we are unable to estimate any potential financial or other impact at this time that could result from these investigations, should any occur.
Loan Repurchases and Obligations Related to Loan Sales
Representation and Warranty Obligation Reserve Methodology
The representation and warranty reserve was $44 million at September 30, 2013 with respect to our sold and serviced loans for which we have retained representation and warranty obligation. The 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

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


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.
On April 16, 2013, we completed the sales of agency MSRs to Ocwen and Quicken. The sale to Ocwen included the transfer of the origination representation and warranty liabilities (but not those related to servicing) on any and all claims following the sale of the MSRs through an indemnification agreement. However, Ally Bank retained all representation and warranty liability related to loans previously liquidated with a loss (e.g. GSEs completed a foreclosure) as well as the liability on outstanding claims at the time of the sale. The MSRs sale to Quicken did not include the transfer of representation and warranty liabilities. The repurchase reserve at September 30, 2013 reflects expected losses associated with the contractual obligation retained.
The following table summarizes the changes in our reserve for representation and warranty obligations.
Three months ended September 30, ($ in millions)
 
2013
 
2012
Balance at July 1,
 
$
25

 
$
124

Provision for mortgage representation and warranty expenses
 
 
 
 
Loan sales
 

 
3

Change in estimate — continuing operations
 
22

 
30

Total additions
 
22

 
33

Resolved claims (a)
 
(3
)
 
(30
)
Recoveries
 

 

Balance at September 30,
 
$
44

 
$
127

(a)
Includes principal losses and accrued interest on repurchased loans, indemnification payments, and settlements with counterparties.
Nine months ended September 30, ($ in millions)
 
2013 (a)
 
2012 (b)
Balance at January 1,
 
$
105

 
$
825

Provision for mortgage representation and warranty expenses
 
 
 
 
Loan sales
 
5

 
11

Change in estimate — continuing operations
 
103

 
67

Total additions
 
108

 
78

Resolved claims (c)
 
(44
)
 
(117
)
Recoveries
 
2

 
6

Other (d)
 
(127
)
 
(665
)
Balance at September 30,
 
$
44

 
$
127

(a)
The liabilities are held by Ally Bank and a majority of the previous liability was eliminated 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 activities of our discontinued operations.
(c)
Includes principal losses and accrued interest on repurchased loans, indemnification payments, and settlements with counterparties.
(d)
Activity for 2013 includes the impact of the sale of MSRs to Ocwen. Activity for 2012 includes the impact of the deconsolidation of ResCap.
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 loss becomes probable and the amount 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.

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


27.    Subsequent Events
Declaration of Quarterly Dividend Payments
On October 1, 2013, the Ally Board of Directors declared quarterly dividend payments on certain outstanding preferred stock. A quarterly dividend payment was declared on our Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of $1.125 per share, or a total of $134 million, and is payable to the U.S. Department of Treasury. A quarterly dividend payment was also declared on our Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of $17.50 per share, or a total of $45 million, and is payable to shareholders of record as of November 1, 2013. Additionally, a dividend payment was declared on our Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of $0.53 per share, or a total of $22 million, and is payable to shareholders of record as of November 1, 2013. The dividends are payable on November 15, 2013.
Remaining Latin American Operations Sale
On October 1, 2013, we completed the sale of our remaining Latin American Operations, which included our operations in Brazil, to General Motors Financial Company, Inc., a wholly-owned subsidiary of General Motors Co. We received approximately $611 million in total consideration for the business at closing, which is subject to certain post-closing adjustments based on the actual net asset value of the business and certain other items.

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Table of Contents
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)
 
2013
 
2012
 
2013
 
2012
Total financing revenue and other interest income
 
$
2,039

 
$
1,867

 
$
6,003

 
$
5,391

Interest expense
 
787

 
1,029

 
2,549

 
3,105

Depreciation expense on operating lease assets
 
515

 
366

 
1,449

 
1,006

Net financing revenue
 
737

 
472

 
2,005

 
1,280

Total other revenue
 
371

 
775

 
1,159

 
2,094

Total net revenue
 
1,108

 
1,247

 
3,164

 
3,374

Provision for loan losses
 
141

 
105

 
361

 
236

Total noninterest expense
 
762

 
845

 
2,521

 
2,671

Income from continuing operations before income tax expense (benefit)
 
205

 
297

 
282

 
467

Income tax expense (benefit) from continuing operations
 
28

 
46

 
(55
)
 
31

Net income from continuing operations
 
177

 
251

 
337

 
436

(Loss) income from discontinued operations, net of tax
 
(86
)
 
133

 
(80
)
 
(640
)
Net income (loss)
 
$
91

 
$
384

 
$
257

 
$
(204
)
Basic and diluted earnings per common share:
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
 
$
(18
)
 
$
38

 
$
(199
)
 
$
(124
)
Net (loss) income
 
(82
)
 
138

 
(259
)
 
(605
)
Non-GAAP financial measures (a):
 
 
 
 
 
 
 
 
Net income (loss)
 
$
91

 
$
384

 
$
257

 
$
(204
)
Add: Original issue discount amortization expense (b)
 
64

 
76

 
182

 
280

Add: Income tax expense (benefit) from continuing operations
 
28

 
46

 
(55
)
 
31

Less: (Loss) income from discontinued operations, net of tax
 
(86
)
 
133

 
(80
)
 
(640
)
Core pretax income (a)
 
$
269

 
$
373

 
$
464

 
$
747

(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 an important 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 (loss) determined in accordance with GAAP.
(b)
Primarily represents original issue discount amortization expense associated with the 2008 bond exchange.

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Table of Contents
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)
 
2013
 
2012
 
2013
 
2012
Selected period-end balance sheet data:
 
 
 
 
 
 
 
 
Total assets
 
$
150,556

 
$
182,482

 
$
150,556

 
$
182,482

Long-term debt
 
$
60,701

 
$
93,028

 
$
60,701

 
$
93,028

Preferred stock
 
$
6,940

 
$
6,940

 
$
6,940

 
$
6,940

Total equity
 
$
19,061

 
$
18,674

 
$
19,061

 
$
18,674

Financial ratios
 
 
 
 
 
 
 
 
Efficiency ratio (a)
 
68.77
%
 
67.76
%
 
79.68
%
 
79.16
 %
Core efficiency ratio (a)
 
65.02
%
 
63.87
%
 
75.34
%
 
73.10
 %
Return on assets
 
 
 
 
 
 
 
 
Net income from continuing operations
 
0.47
%
 
0.55
%
 
0.28
%
 
0.32
 %
Net income (loss)
 
0.24
%
 
0.84
%
 
0.22
%
 
(0.15
)%
Core pretax income
 
0.71
%
 
0.81
%
 
0.39
%
 
0.54
 %
Return on equity
 
 
 
 
 
 
 
 
Net income from continuing operations
 
3.69
%
 
5.39
%
 
2.30
%
 
3.07
 %
Net income (loss)
 
1.90
%
 
8.25
%
 
1.75
%
 
(1.43
)%
Core pretax income
 
5.60
%
 
8.01
%
 
3.16
%
 
5.26
 %
Equity to assets
 
12.65
%
 
10.15
%
 
12.38
%
 
10.32
 %
Net interest spread (b)
 
1.84
%
 
1.12
%
 
1.68
%
 
1.06
 %
Net interest spread excluding original issue discount (b)
 
2.09
%
 
1.41
%
 
1.91
%
 
1.42
 %
Net yield on interest-earning assets (c)
 
2.15
%
 
1.38
%
 
1.97
%
 
1.29
 %
Net yield on interest-earning assets excluding original issue discount (c)
 
2.34
%
 
1.60
%
 
2.15
%
 
1.58
 %
Regulatory capital ratios
 
 
 
 
 
 
 
 
Tier 1 capital (to risk-weighted assets) (d)
 
15.37
%
 
13.58
%
 
15.37
%
 
13.58
 %
Total risk-based capital (to risk-weighted assets) (e)
 
16.40
%
 
14.57
%
 
16.40
%
 
14.57
 %
Tier 1 leverage (to adjusted quarterly average assets) (f)
 
13.16
%
 
11.24
%
 
13.16
%
 
11.24
 %
Total equity
 
$
19,061

 
$
18,674

 
$
19,061

 
$
18,674

Goodwill and certain other intangibles
 
(188
)
 
(497
)
 
(188
)
 
(497
)
Unrealized gains and other adjustments
 
(1,846
)
 
(308
)
 
(1,846
)
 
(308
)
Trust preferred securities
 
2,544

 
2,543

 
2,544

 
2,543

Tier 1 capital (d)
 
19,571

 
20,412

 
19,571

 
20,412

Preferred stock
 
(6,940
)
 
(6,940
)
 
(6,940
)
 
(6,940
)
Trust preferred securities
 
(2,544
)
 
(2,543
)
 
(2,544
)
 
(2,543
)
Tier 1 common capital (non-GAAP) (g)
 
$
10,087

 
$
10,929

 
$
10,087

 
$
10,929

Risk-weighted assets (h)
 
$
127,348

 
$
150,302

 
$
127,348

 
$
150,302

Tier 1 common (to risk-weighted assets) (g)
 
7.92
%
 
7.27
%
 
7.92
%
 
7.27
 %
(a)
The efficiency ratio equals total noninterest expense divided by total net revenue. The core efficiency ratio equals total noninterest expense divided by total net revenue excluding original issue discount amortization expense and gain on extinguishment of debt related to the 2008 bond exchange.
(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.

79

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


Overview
Ally Financial Inc. (formerly GMAC Inc.) is a leading, independent, financial services firm. Founded in 1919, we are a leading automotive financial services company with over 90 years of 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 (internet, telephone, mobile, and mail) banking market.
Discontinued Operations
During 2013 and 2012, we committed to dispose of certain operations of our Automotive Finance operations, Insurance operations, Mortgage operations, and Commercial Finance Group, and have classified these operations as discontinued. For all periods presented, the operating results for these operations have been removed from continuing operations. Refer to Note 2 to the Condensed Consolidated Financial Statements for more details. The MD&A has been adjusted to exclude discontinued operations unless otherwise noted.
Remaining sales transactions for our Automotive Finance discontinued operations are expected to close in 2013 and possibly 2014. We believe that when all of the sales are completed, we will realize a cumulative net gain on the sale.
Primary Lines of Business
Dealer Financial Services, which includes our Automotive Finance and Insurance operations, and Mortgage are our primary lines of business. The following table summarizes the operating results excluding discontinued operations of each line of business. 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)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Total net revenue (loss)
 
 
 
 
 
 
 
 
 
 
 
 
Dealer Financial Services
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations
 
$
865

 
$
803

 
8
 
$
2,557

 
$
2,315

 
10
Insurance operations
 
309

 
247

 
25
 
969

 
913

 
6
Mortgage operations
 
32

 
491

 
(93)
 
56

 
1,014

 
(94)
Corporate and Other
 
(98
)
 
(294
)
 
67
 
(418
)
 
(868
)
 
52
Total
 
$
1,108

 
$
1,247

 
(11)
 
$
3,164

 
$
3,374

 
(6)
Income (loss) from continuing operations before income tax expense (benefit)
 
 
 
 
 
 
 
 
 
 
 
 
Dealer Financial Services
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Finance operations
 
$
339

 
$
337

 
1
 
$
1,064

 
$
1,018

 
5
Insurance operations
 
83

 
13

 
n/m
 
189

 
133

 
42
Mortgage operations
 
(4
)
 
331

 
(101)
 
(251
)
 
496

 
(151)
Corporate and Other
 
(213
)
 
(384
)
 
45
 
(720
)
 
(1,180
)
 
39
Total
 
$
205

 
$
297

 
(31)
 
$
282

 
$
467

 
(40)
n/m = not meaningful
Our Dealer Financial Services operations offer a wide range of financial services and products to retail automotive consumers and automotive dealerships. Our Dealer Financial Services consist of two separate reportable segments — Automotive Finance and Insurance operations. Our automotive finance services include providing retail installment sales financing, loans, and leases, offering term loans 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, maintenance coverage, and Guaranteed Automobile Protection (GAP) products. We also underwrite selected commercial insurance coverage, which primarily insures dealers' vehicle inventories.
Our ongoing Mortgage operations include the management of our held-for-investment mortgage portfolio. Our Mortgage operations also consist of noncore businesses that are winding down. On February 28, 2013, we sold our business lending operations to Walter Investment Management Corp. On April 16, 2013, we completed the sales of agency MSRs to Ocwen Financial Corp. (Ocwen) and Quicken Loans, Inc. (Quicken). Also on April 17, 2013, we announced a decision to exit the correspondent lending channel and cease production of any new jumbo mortgage loans.

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


Corporate and Other primarily consists of our centralized corporate treasury 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, overhead that was previously allocated to operations that have since been sold or classified as discontinued operations, 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.
On August 19, 2013, we entered into investment agreements, with certain accredited investors, to issue and sell in a private placement an aggregate of 166,667 shares of our common stock, $0.01 par value per share, at an aggregate price of $1 billion. The completion of the private placement is subject to certain conditions, including, among others, receipt of the non-objection of the Board of Governors of the Federal Reserve System to our re-submitted capital plan under the Comprehensive Capital Analysis and Review 2013, the repurchase by Ally of all of our outstanding shares of Series F-2 preferred stock, and the elimination or relinquishment of any right of the holder of Series F-2 preferred stock to receive additional shares of common stock in certain circumstances pursuant to Section 6(a)(i)(B) of the certificate of designations of the Series F-2 preferred stock. Further, the investment agreements may be terminated if the investments are not consummated by November 30, 2013.

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Table of Contents
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. Refer to the operating segment sections of the MD&A that follows for a more complete discussion of operating results by line of business.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
2,039

 
$
1,867

 
9
 
$
6,003

 
$
5,391

 
11
Interest expense
 
787

 
1,029

 
24
 
2,549

 
3,105

 
18
Depreciation expense on operating lease assets
 
515

 
366

 
(41)
 
1,449

 
1,006

 
(44)
Net financing revenue
 
737

 
472

 
56
 
2,005

 
1,280

 
57
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Net servicing income (loss)
 
13

 
225

 
(94)
 
(99
)
 
400

 
n/m
Insurance premiums and service revenue earned
 
251

 
262

 
(4)
 
768

 
793

 
(3)
Gain on mortgage and automotive loans, net
 
15

 
142

 
(89)
 
52

 
248

 
(79)
Loss on extinguishment of debt
 
(42
)
 

 
(100)
 
(42
)
 

 
(100)
Other gain (loss) on investments, net
 
41

 
(23
)
 
n/m
 
156

 
130

 
20
Other income, net of losses
 
93

 
169

 
(45)
 
324

 
523

 
(38)
Total other revenue
 
371

 
775

 
(52)
 
1,159

 
2,094

 
(45)
Total net revenue
 
1,108

 
1,247

 
(11)
 
3,164

 
3,374

 
(6)
Provision for loan losses
 
141

 
105

 
(34)
 
361

 
236

 
(53)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
245

 
257

 
5
 
782

 
830

 
6
Insurance losses and loss adjustment expenses
 
85

 
90

 
6
 
346

 
337

 
(3)
Other operating expenses
 
432

 
498

 
13
 
1,393

 
1,504

 
7
Total noninterest expense
 
762

 
845

 
10
 
2,521

 
2,671

 
6
Income from continuing operations before income tax expense (benefit)
 
205

 
297

 
(31)
 
282

 
467

 
(40)
Income tax expense (benefit) from continuing operations
 
28

 
46

 
39
 
(55
)
 
31

 
n/m
Net income from continuing operations
 
$
177

 
$
251

 
(29)
 
$
337

 
$
436

 
(23)
n/m = not meaningful
We earned net income from continuing operations of $177 million and $337 million for the three months and nine months ended September 30, 2013, respectively, compared to $251 million and $436 million for the three months and nine months ended September 30, 2012, respectively. Net income from continuing operations for the three months and nine months ended September 30, 2013 was unfavorably impacted by our Mortgage operations, primarily due to the exit of all non-strategic mortgage-related activities, including consumer mortgage-lending production associated with government-sponsored refinancing programs, our warehouse lending operations, and our agency MSRs portfolio. The decreases were partially offset by lower original issue discount (OID) amortization expense related to bond maturities and normal monthly amortization, lower funding costs, and favorable income tax expense (benefit) from continuing operations.
Total financing revenue and other interest income increased $172 million and $612 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The increases resulted primarily from an increase in operating lease revenue and consumer financing revenue for our Automotive Finance operations driven primarily by an increase in consumer asset levels as a result of strong GM lease originations. Additionally, we continued to prudently expand our nonprime origination volume across a broad credit spectrum, effecting margin expansion. This increase was partially offset by lower mortgage loan production as a result of the wind-down of our consumer held-for-sale portfolio, run-off of our held-for-investment portfolio, and the shutdown of our warehouse lending operations.
Interest expense decreased 24% and 18% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to lower funding costs as a result of continued deposit growth and the refinancing of higher-cost legacy debt, and a decrease in OID amortization expense. OID amortization expense decreased $12 million and $100 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, due to bond maturities and normal monthly amortization.

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


Depreciation expense on operating lease assets increased 41% and 44% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to higher lease asset balances as a result of strong lease origination volume, partially offset by higher lease remarketing gains.
We earned net servicing income of $13 million and incurred a net servicing loss of $99 million for the three months and nine months ended September 30, 2013, respectively, compared to net servicing income of $225 million and $400 million for the same periods in 2012. The decreases were primarily due to the completed sales of our agency MSRs portfolio to Ocwen and Quicken in the second quarter of 2013.
Gain on mortgage and automotive loans decreased $127 million and $196 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily related to lower consumer mortgage-lending production through our direct lending channel and margins associated with government-sponsored refinancing programs as a result of our decision to substantially exit mortgage-related activities. Furthermore, while we continue to evaluate opportunistic use of whole-loan sales as a source of funding in our Automotive Finance operations, we have not executed any whole-loan sales during the three months and nine months ended September 30, 2013 and have primarily focused on securitization and deposit-based funding sources.
Loss on extinguishment of debt increased $42 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012 due to the accelerated recognition of issuance expenses related to calls of redeemable debt.
Other gain on investments, net, was $41 million and $156 million for the three months and nine months ended September 30, 2013, respectively, compared to losses of $23 million and gains of $130 million for the same periods in 2012. The increases were primarily due to market conditions, resulting in lower recognition of other-than-temporary impairment, and increased sales of investments.
Other income, net of losses, decreased 45% and 38% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily due to lower fee income and net origination revenue related to decreased consumer mortgage-lending production associated with government-sponsored refinancing programs, partially offset by a fair value adjustment on derivatives related to the wind-down of our MSR portfolio.
The provision for loan losses was $141 million and $361 million, respectively, for the three months and nine months ended September 30, 2013, compared to $105 million and $236 million for the same periods in 2012. The increases for the three months and nine months ended September 30, 2013 were primarily due to the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum, which was significantly narrowed during the most recent economic recession, and the growth in our U.S. consumer automotive portfolio.
Total noninterest expense decreased 10% and 6% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily due to lower consumer mortgage-lending production through our direct lending channel and the broker fee associated with those government-sponsored refinancing programs, and lower representation and warranty expense. Lower representation and warranty expense was primarily due to the establishment of our representation and warranty liability during the second quarter of 2012 resulting from the deconsolidation of ResCap; however, this was partially offset by an increase in representation and warranty expense driven by an increase in repurchase claim activity during the three months ended September 30, 2013.
We recognized consolidated income tax expense from continuing operations of $28 million and an income tax benefit from continuing operations of $55 million for the three months and nine months ended September 30, 2013, respectively, compared to income tax expense of $46 million and $31 million for the same periods in 2012. The decrease in income tax expense for the nine months ended September 30, 2013 was primarily related to the benefit in 2013 from the retroactive reinstatement of the active financing exception by the American Taxpayer Relief Act of 2012 and from the release of valuation allowance related to the measurement of foreign tax credit carryforwards anticipated to be utilized in the future.
In calculating the continuing operations provision for income taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income on an interim basis. Refer to Critical Accounting Estimates within MD&A and Note 1 to the Condensed Consolidated Financial Statements for further details.

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


Dealer Financial Services
Results for Dealer Financial Services are presented by reportable segment, which includes our Automotive Finance and Insurance operations.
Automotive Finance Operations
Results of Operations
The following table summarizes the operating results of our 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.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
$
763

 
$
719

 
6
 
$
2,242

 
$
2,088

 
7
Commercial
 
246

 
283

 
(13)
 
795

 
858

 
(7)
Loans held-for-sale
 

 
4

 
(100)
 

 
15

 
(100)
Operating leases
 
832

 
631

 
32
 
2,354

 
1,699

 
39
Other interest income
 
5

 
12

 
(58)
 
18

 
42

 
(57)
Total financing revenue and other interest income
 
1,846

 
1,649

 
12
 
5,409

 
4,702

 
15
Interest expense
 
531

 
555

 
4
 
1,610

 
1,645

 
2
Depreciation expense on operating lease assets
 
515

 
366

 
(41)
 
1,449

 
1,006

 
(44)
Net financing revenue
 
800

 
728

 
10
 
2,350

 
2,051

 
15
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Servicing fees
 
13

 
26

 
(50)
 
48

 
86

 
(44)
Gain on automotive loans, net
 

 
2

 
(100)
 

 
41

 
(100)
Other income
 
52

 
47

 
11
 
159

 
137

 
16
Total other revenue
 
65

 
75

 
(13)
 
207

 
264

 
(22)
Total net revenue
 
865

 
803

 
8
 
2,557

 
2,315

 
10
Provision for loan losses
 
150

 
101

 
(49)
 
350

 
194

 
(80)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
110

 
99

 
(11)
 
327

 
304

 
(8)
Other operating expenses
 
266

 
266

 
 
816

 
799

 
(2)
Total noninterest expense
 
376

 
365

 
(3)
 
1,143

 
1,103

 
(4)
Income from continuing operations before income tax expense (benefit)
 
$
339

 
$
337

 
1
 
$
1,064

 
$
1,018

 
5
Total assets
 
$
108,609

 
$
123,252

 
(12)
 
$
108,609

 
$
123,252

 
(12)
Our Automotive Finance operations earned income from continuing operations before income tax expense of $339 million and $1.1 billion for the three months and nine months ended September 30, 2013, respectively, compared to $337 million and $1.0 billion for the three months and nine months ended September 30, 2012, respectively. Results for the three months and nine months ended September 30, 2013 were favorably impacted by higher consumer and operating lease revenues driven by growth in the consumer loan and operating lease portfolios, offset mostly by lower commercial and other revenue, higher depreciation expense on operating lease assets related to growth in the lease portfolio, and higher provision for loan losses primarily driven by the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum.
Consumer financing revenue increased $44 million and $154 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, due to an increase in consumer asset levels primarily related to continued strong loan origination volume primarily due to an increase in GM new vehicle originations resulting from stronger lease volume relative to the pay-down of the existing portfolio, as well as a lack of use of whole-loan sales as a funding source in recent periods. However, our penetration levels for new retail automotive loans with GM are lower than those of 2012, and our originations of Chrysler subvented retail financing and leases with residual and rate support have ceased, but we continue to participate in standard rate lease and retail products in the Chrysler channel. The increase in consumer revenue from loan origination volume was partially offset by slightly lower yields as a result of the competitive market environment for automotive financing.

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


Commercial financing revenue decreased 13% and 7% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to lower yields as a result of competitive markets for automotive commercial financing coupled with lower commercial loan balances as a result of the reduction in the wholesale dealer floorplan portfolio.
Operating lease revenue increased 32% and 39% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to higher lease asset balances as a result of strong origination volume primarily driven by an increase in GM marketing incentives.
Depreciation expense on operating lease assets increased 41% and 44% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to higher lease asset balances as a result of strong lease origination volume, partially offset by higher lease remarketing gains.
Servicing fee income decreased 50% and 44% for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, due to lower levels of off-balance sheet retail serviced assets.
Gains from the sale of automotive loans were $0 for both the three months and nine months ended September 30, 2013, compared to $2 million and $41 million for the same periods in 2012. While we continue to evaluate opportunistic use of whole-loan sales as a source of funding, we have primarily focused on securitization and deposit-based funding sources in 2013.
Other income increased $5 million and $22 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The increase for the nine months ended September 30, 2013 was primarily due to a one-time fee earned from a vendor that did not occur during the nine months ended September 30, 2012.
The provision for loan losses was $150 million and $350 million for the three months and nine months ended September 30, 2013, respectively, compared to $101 million and $194 million for the same periods in 2012. The increases for the three months and nine months ended September 30, 2013 were primarily due to the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum, which was significantly narrowed during the most recent economic recession, and the growth in our U.S. consumer automotive portfolio.

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


Automotive Financing Volume
Consumer Automotive Financing Volume
The following tables summarize our new and used vehicle consumer financing volume, including lease, and our share of consumer sales in the United States.
 
 
Consumer automotive
financing volume
 
% Share of
consumer sales
Three months ended September 30, (units in thousands)
 
2013
 
2012
 
2013
 
2012
GM new vehicles
 
167

 
144

 
28
 
29
Chrysler new vehicles
 
38

 
81

 
10
 
25
Other non-GM / Chrysler new vehicles
 
20

 
21

 
 
 
 
Used vehicles
 
131

 
114

 
 
 
 
Total consumer automotive financing volume
 
356

 
360

 
 
 
 
 
 
Consumer automotive
financing volume
 
% Share of
consumer sales
Nine months ended September 30, (units in thousands)
 
2013
 
2012
 
2013
 
2012
GM new vehicles
 
479

 
443

 
29
 
30
Chrysler new vehicles
 
167

 
247

 
16
 
27
Other non-GM / Chrysler new vehicles
 
60

 
65

 
 
 
 
Used vehicles
 
382

 
380

 
 
 
 
Total consumer automotive financing volume
 
1,088

 
1,135

 
 
 
 
Consumer automotive financing volume decreased slightly during the three months and nine months ended September 30, 2013, compared to the same periods in 2012, primarily due to a decrease in Chrysler new subvented vehicle originations as a result of the expiration of our operating agreement on April 30, 2013. The decreases were partially offset by an increase in used volume and GM new vehicle originations resulting from stronger lease volume.
The following tables present the total U.S. consumer origination dollars and percentage mix by product type.
 
 
Consumer automotive
financing originations
 
% Share of
originations
Three months ended September 30, ($ in millions)
 
2013
 
2012
 
2013
 
2012
GM new vehicles
 
 
 
 
 
 
 
 
New retail standard
 
$
1,692

 
$
1,595

 
18
 
17
New retail subvented
 
1,050

 
900

 
11
 
9
Lease
 
2,527

 
1,949

 
26
 
20
Total GM new vehicle originations
 
5,269

 
4,444

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
New retail standard
 
790

 
1,143

 
8
 
12
New retail subvented
 

 
478

 
 
5
Lease
 
275

 
611

 
3
 
6
Total Chrysler new vehicle originations
 
1,065

 
2,232

 
 
 
 
Other new retail vehicles
 
620

 
555

 
6
 
6
Other lease
 
42

 
23

 
1
 
1
Used vehicles
 
2,591

 
2,324

 
27
 
24
Total consumer automotive financing originations
 
$
9,587

 
$
9,578

 
 
 
 

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Consumer automotive
financing originations
 
% Share of
originations
Nine months ended September 30, ($ in millions)
 
2013
 
2012
 
2013
 
2012
GM new vehicles
 
 
 
 
 
 
 
 
New retail standard
 
$
4,796

 
$
4,732

 
16
 
16
New retail subvented
 
3,596

 
4,556

 
12
 
15
Lease
 
6,561

 
4,423

 
23
 
15
Total GM new vehicle originations
 
14,953

 
13,711

 
 
 
 
Chrysler new vehicles
 
 
 
 
 
 
 
 
New retail standard
 
2,788

 
3,367

 
9
 
11
New retail subvented
 
390

 
1,692

 
1
 
5
Lease
 
1,651

 
1,764

 
6
 
6
Total Chrysler new vehicle originations
 
4,829

 
6,823

 
 
 
 
Other new retail vehicles
 
1,722

 
1,722

 
6
 
6
Other lease
 
110

 
69

 
1
 
1
Used vehicles
 
7,539

 
7,522

 
26
 
25
Total consumer automotive financing originations
 
$
29,153

 
$
29,847

 
 
 
 
During the three months and nine months ended September 30, 2013, respectively, total GM new vehicle originations increased, compared to the same periods in 2012, due to stronger lease volume, partially offset by lower new retail subvented volume. Chrysler new retail contracts decreased primarily as a result of lower retail penetration at Chrysler due to our shift in focus towards non-subvented business as a result of the expiration of our operating agreement on April 30, 2013. Other used and lease originations were higher due to the continued strategic focus within the non-GM/non-Chrysler market.
For further discussion of manufacturing marketing incentives, refer to our Annual Report on Form 10-K for the year ended December 31, 2012, as filed on March 1, 2013, with the U.S. Securities and Exchange Commission (SEC) as revised by the Current Report on Form 8-K filed with the SEC on July 9, 2013 (referred to herein as 2012 Annual Report), Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Automotive Finance Operations.
Commercial Wholesale Financing Volume
The following tables summarize the average balances of our commercial wholesale floorplan finance receivables of new and used vehicles and share of dealer inventory in the United States.
 
 
Average balance
 
% Share of
dealer inventory
Three months ended September 30, ($ in millions)
 
2013
 
2012
 
2013
 
2012
GM new vehicles (a)
 
$
14,545

 
$
15,279

 
67
 
70
Chrysler new vehicles (a)
 
6,166

 
6,447

 
49
 
57
Other non-GM / Chrysler new vehicles
 
2,530

 
2,214

 
 
 
 
Used vehicles
 
2,947

 
2,946

 
 
 
 
Total commercial wholesale finance receivables
 
$
26,188

 
$
26,886

 
 
 
 
(a)
Share of dealer inventory based on a 4 month average of dealer inventory (excludes in-transit units).
 
 
Average balance
 
% Share of
dealer inventory
Nine months ended September 30, ($ in millions)
 
2013
 
2012
 
2013
 
2012
GM new vehicles (a)
 
$
15,418

 
$
14,912

 
67
 
71
Chrysler new vehicles (a)
 
6,681

 
6,508

 
52
 
60
Other non-GM / Chrysler new vehicles
 
2,562

 
2,184

 
 
 
 
Used vehicles
 
3,003

 
2,963

 
 
 
 
Total commercial wholesale finance receivables
 
$
27,664

 
$
26,567

 
 
 
 
(a)
Share of dealer inventory based on a 10 month average of dealer inventory (excludes in-transit units).
Commercial wholesale financing average volume decreased during the three months ended September 30, 2013, and increased during the nine months ended September 30, 2013, compared to the same periods in 2012. Wholesale penetration with GM and Chrysler decreased

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during the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, as a result of increased competition in the wholesale marketplace. The decrease in wholesale penetration during the nine months ended September 30, 2013 was more than offset by an increase in commercial wholesale financing average volume, primarily due to growing dealer inventories required to support increasing automotive industry sales.

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Ally Financial Inc. • Form 10-Q


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)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Insurance premiums and other income
 
 
 
 
 
 
 
 
 
 
 
 
Insurance premiums and service revenue earned
 
$
251

 
$
262

 
(4)
 
$
768

 
$
793

 
(3)
Investment income
 
55

 
(21
)
 
n/m
 
190

 
90

 
111
Other income
 
3

 
6

 
(50)
 
11

 
30

 
(63)
Total insurance premiums and other income
 
309

 
247

 
25
 
969

 
913

 
6
Expense
 
 
 
 
 
 
 
 
 
 
 
 
Insurance losses and loss adjustment expenses
 
85

 
90

 
6
 
346

 
337

 
(3)
Acquisition and underwriting expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
15

 
13

 
(15)
 
46

 
45

 
(2)
Insurance commissions expense
 
93

 
93

 
 
278

 
286

 
3
Other expenses
 
33

 
38

 
13
 
110

 
112

 
2
Total acquisition and underwriting expense
 
141

 
144

 
2
 
434

 
443

 
2
Total expense
 
226

 
234

 
3
 
780

 
780

 
Income from continuing operations before income tax expense (benefit)
 
$
83

 
$
13

 
n/m
 
$
189

 
$
133

 
42
Total assets
 
$
7,323

 
$
8,461

 
(13)
 
$
7,323

 
$
8,461

 
(13)
Insurance premiums and service revenue written
 
$
267

 
$
286

 
(7)
 
$
773

 
$
822

 
(6)
Combined ratio (a)
 
89.6
%
 
88.7
%
 
 
 
100.8
%
 
96.4
%
 
 
n/m = not meaningful
(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.
Our Insurance operations earned income from continuing operations before income tax expense of $83 million and $189 million for the three months and nine months ended September 30, 2013, respectively, compared to $13 million and $133 million for the three months and nine months ended September 30, 2012, respectively. The increases were primarily due to higher realized investment gains partially offset by a reduction in insurance premiums and service revenue earned.
Insurance premiums and service revenue earned was $251 million and $768 million for the three months and nine months ended September 30, 2013, respectively, compared to $262 million and $793 million for the same periods in 2012. The decreases were primarily due to declining U.S. vehicle service contracts written in prior years when the automotive market was depressed.
Investment income increased $76 million and $100 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The increases were primarily due to higher realized investment gains and lower recognition of other-than-temporary impairment.
Insurance losses and loss adjustment expenses totaled $85 million and $346 million for the three months and nine months ended September 30, 2013, respectively, compared to $90 million and $337 million for the same periods in 2012. The decrease for the three months ended September 30, 2013 was primarily due to the sale of the Canadian personal lines business, which stopped writing business on November 1, 2012. The increase for the nine months ended September 30, 2013 was driven primarily by higher losses on our dealer inventory insurance products due to early spring hailstorms.
The combined ratio increased to 100.8% for the nine months ended September 30, 2013 compared to 96.4% for the same period in 2012 primarily due to an increase in weather-related losses.

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Ally Financial Inc. • Form 10-Q


The following table shows premium and service revenue written by insurance product.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2013
 
2012
 
2013
 
2012
Vehicle service contracts
 
 
 
 
 
 
 
 
New retail
 
$
114

 
$
106

 
$
328

 
$
309

Used retail
 
137

 
129

 
395

 
394

Reinsurance
 
(39
)
 
(30
)
 
(106
)
 
(89
)
Total vehicle service contracts
 
212

 
205

 
617

 
614

Wholesale
 
42

 
42

 
115

 
93

Other finance and insurance (a)
 
13

 
39

 
41

 
115

Total
 
$
267

 
$
286

 
$
773

 
$
822

(a)
Other finance and insurance includes Guaranteed Automobile Protection (GAP) coverage, excess wear and tear, wind-down of Canadian personal lines, and other ancillary products. The wind-down of Canadian personal lines totaled $17 million and $55 million for the three months and nine months ended September 30, 2012, respectively.
Insurance premiums and service revenue written was $267 million and $773 million for the three months and nine months ended September 30, 2013, respectively, compared to $286 million and $822 million for the same periods in 2012. Insurance premiums and service revenue written decreased due to the sale of the Canadian personal lines business. Exclusive of Canadian personal lines, written premium decreased $2 million for the three months ended September 30, 2013 and increased $6 million for the nine months ended September 30, 2013 due to the growth in Wholesale Motors Inventory business. Vehicle service contract revenue is earned over the life of the service contract on a basis proportionate to the anticipated cost pattern. Accordingly, the majority of earnings from vehicle service contracts written during 2013 will be recognized as income in future periods.
Cash and Investments
A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue sources. We use these investments to satisfy our obligations related to future claims at the time these claims are settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these investments. The guidelines established by this committee reflect our risk tolerance, liquidity requirements, regulatory requirements, and rating agency considerations, among other factors.
The following table summarizes the composition of the cash and investment portfolio held at fair value by our Insurance operations.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Cash
 
 
 
 
Noninterest-bearing cash
 
$
238

 
$
129

Interest-bearing cash
 
420

 
488

Total cash
 
658

 
617

Available-for-sale securities
 
 
 
 
Debt securities
 
 
 
 
U.S. Treasury and federal agencies
 
1,153

 
1,090

U.S. States and political subdivisions
 
179

 

Foreign government
 
300

 
303

Mortgage-backed
 
1,145

 
714

Asset-backed
 
27

 
8

Corporate debt
 
1,058

 
1,264

Total debt securities
 
3,862

 
3,379

Equity securities
 
913

 
1,148

Total available-for-sale securities
 
4,775

 
4,527

Total cash and securities
 
$
5,433

 
$
5,144


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Mortgage Operations
Results of Operations
The following table summarizes the operating results for our Mortgage 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)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Net financing revenue
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
83

 
$
159

 
(48)
 
$
298

 
$
471

 
(37)
Interest expense
 
70

 
114

 
39
 
236

 
360

 
34
Net financing revenue
 
13

 
45

 
(71)
 
62

 
111

 
(44)
Servicing fees
 

 
65

 
(100)
 
66

 
240

 
(73)
Servicing asset valuation and hedge activities, net
 

 
134

 
(100)
 
(213
)
 
74

 
n/m
Total servicing income, net
 

 
199

 
(100)
 
(147
)
 
314

 
(147)
Gain on mortgage loans, net
 
15

 
140

 
(89)
 
52

 
244

 
(79)
Other income, net of losses
 
4

 
107

 
(96)
 
89

 
345

 
(74)
Total other revenue (loss)
 
19

 
446

 
(96)
 
(6
)
 
903

 
(101)
Total net revenue
 
32

 
491

 
(93)
 
56

 
1,014

 
(94)
Provision for loan losses
 
(12
)
 
5

 
n/m
 
14

 
53

 
74
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
7

 
25

 
72
 
35

 
67

 
48
Representation and warranty expense
 
22

 
30

 
27
 
103

 
171

 
40
Other operating expenses
 
19

 
100

 
81
 
155

 
227

 
32
Total noninterest expense
 
48

 
155

 
69
 
293

 
465

 
37
(Loss) income from continuing operations before income tax expense (benefit)
 
$
(4
)
 
$
331

 
(101)
 
$
(251
)
 
$
496

 
(151)
Total assets
 
$
8,562

 
$
17,004

 
(50)
 
$
8,562

 
$
17,004

 
(50)
n/m = not meaningful
Our Mortgage operations incurred a loss from continuing operations before income tax expense of $4 million and $251 million for the three months and nine months ended September 30, 2013, respectively, compared to income from continuing operations before income tax expense of $331 million and $496 million for the three months and nine months ended September 30, 2012, respectively. The decreases were primarily related to our exit of all non-strategic mortgage-related activities, including consumer mortgage-lending production associated with government-sponsored refinancing programs, our warehouse lending operations, and our agency MSRs portfolio.
Net financing revenue was $13 million and $62 million for the three months and nine months ended September 30, 2013, respectively, compared to $45 million and $111 million for the same periods in 2012. The decreases in net financing revenue were primarily due to lower production as a result of the wind-down of our consumer held-for-sale portfolio, run-off of our held-for-investment portfolio, and the shutdown of our warehouse lending operations. The decreases were partially offset by lower interest expense as a result of lower funding costs.
We earned net servicing income of $0 and incurred a net servicing loss of $147 million for the three months and nine months ended September 30, 2013, respectively, compared to net servicing income of $199 million and $314 million for the same periods in 2012. The decreases were primarily due to the completed sales of our agency MSRs portfolio to Ocwen and Quicken.
The net gain on mortgage loans decreased $125 million and $192 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily related to our decision to cease mortgage-lending production through our direct lending channel, and margins associated with government-sponsored refinancing programs.
Other income, net of losses, was $4 million and $89 million for the three months and nine months ended September 30, 2013, respectively, compared to $107 million and $345 million for the same periods in 2012. The decreases were primarily due to lower fee income and net origination revenue related to decreased consumer mortgage-lending production associated with government-sponsored refinancing programs, partially offset by a fair value adjustment on derivatives related to the wind-down of our MSR portfolio.

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The provision for loan losses decreased $17 million and $39 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012, primarily due to lower net charge-offs in 2013 due to the continued runoff of legacy mortgage assets and improvements in home prices.
Total noninterest expense decreased $107 million and $172 million for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily due to our decision to cease consumer mortgage-lending production through our direct lending channel and the broker fee associated with those government-sponsored refinancing programs, and lower representation and warranty expense. Lower representation and warranty expense was primarily due to the establishment of our representation and warranty liability during the second quarter of 2012 resulting from the deconsolidation of ResCap; however, this was partially offset by an increase in representation and warranty expense driven by increase in repurchase claim activity during the three months ended September 30, 2013.
Mortgage Loan Production and Servicing
The following tables summarize U.S. consumer mortgage loan production.
 
 
2013
 
2012
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

Prime nonconforming
 

 

 
651

 
533

Government
 

 

 
1,318

 
279

Total U.S. production by product type
 

 
$

 
36,298

 
$
8,161

U.S. production by channel
 
 
 
 
 
 
 
 
Direct lending
 

 
$

 
17,198

 
$
3,319

Correspondent lender and secondary market purchases
 

 

 
15,831

 
3,917

Mortgage brokers
 

 

 
3,269

 
925

Total U.S. production by channel
 

 
$

 
36,298

 
$
8,161

 
 
2013
 
2012
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
 
30,107

 
$
6,020

 
88,691

 
$
18,804

Prime nonconforming
 
920

 
740

 
1,945

 
1,577

Government
 
221

 
44

 
10,345

 
2,249

Total U.S. production by product type
 
31,248

 
$
6,804

 
100,981

 
$
22,630

U.S. production by channel
 
 
 
 
 
 
 
 
Direct lending
 
14,362

 
$
2,631

 
50,179

 
$
10,071

Correspondent lender and secondary market purchases
 
14,102

 
3,363

 
41,689

 
10,069

Mortgage brokers
 
2,784

 
810

 
9,113

 
2,490

Total U.S. production by channel
 
31,248

 
$
6,804

 
100,981

 
$
22,630

The decline in loan production was largely driven by our strategic exit from the direct lending channel and our decision announced on April 17, 2013 to exit the correspondent lending channel and cease production of any new jumbo mortgage loans.
89% of Ally Bank’s serviced mortgage assets are subserviced by Ocwen, pursuant to a servicing agreement. During April 2013, we completed the sale of our portfolio of agency mortgage servicing rights to Ocwen and Quicken. The sales were completed in two stages - loans guaranteed by the Federal National Mortgage Association (Fannie Mae) were sold on April 1, 2013, and loans guaranteed by the Federal Home Loan Mortgage Corporation (Freddie Mac) were sold on April 16, 2013.

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The following table summarizes our primary consumer mortgage loan-servicing portfolio by product category.
($ in millions)
 
September 30, 2013 (a)
 
December 31, 2012
U.S. primary servicing portfolio
 
 
 
 
Prime conforming
 
$
255

 
$
117,544

Prime nonconforming
 
6,570

 
11,628

Prime second-lien
 
972

 
1,136

Government
 
1

 
16

Total primary servicing portfolio
 
$
7,798

 
$
130,324

(a)
As of September 30, 2013, primary servicing consists of our on-balance sheet mortgage portfolios only.
For more information regarding our serviced mortgage assets, refer to Note 10 to the Condensed Consolidated Financial Statements.
Loans Outstanding
Consumer mortgage loans held-for-sale were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Prime conforming
 
$
109

 
$
2,407

Government
 
1

 
8

Total
 
110

 
2,415

Net (discounts) premiums
 
(56
)
 
26

Fair value option election adjustment
 
9

 
49

Total, net
 
$
63

 
$
2,490

Consumer mortgage loans held-for-investment were as follows.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Prime conforming
 
$
240

 
$
245

Prime nonconforming
 
7,453

 
8,322

Prime second-lien
 
972

 
1,137

Government
 

 

Total
 
8,665

 
9,704

Net premiums
 
39

 
43

Allowance for loan losses
 
(387
)
 
(432
)
Other
 
5

 
8

Total, net
 
$
8,322

 
$
9,323


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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 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, overhead that was previously allocated to operations that have since been sold or classified as discontinued operations, 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.
 
 
Three months ended September 30,
 
Nine months ended September 30,
($ in millions)
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
 
2013
 
2012
 
Favorable/
(unfavorable)
% change
Net financing loss
 
 
 
 
 
 
 
 
 
 
 
 
Total financing revenue and other interest income
 
$
79

 
$
26

 
n/m
 
$
203

 
$
115

 
77
Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
Original issue discount amortization
 
67

 
79

 
15
 
191

 
291

 
34
Other interest expense
 
104

 
262

 
60
 
462

 
748

 
38
Total interest expense
 
171

 
341

 
50
 
653

 
1,039

 
37
Net financing loss (a)
 
(92
)
 
(315
)
 
71
 
(450
)
 
(924
)
 
51
Other revenue
 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
(42
)
 

 
n/m
 
(42
)
 

 
n/m
Other gain on investments, net
 

 
7

 
(100)
 
3

 
67

 
(96)
Other income, net of losses
 
36

 
14

 
157
 
71

 
(11
)
 
n/m
Total other revenue
 
(6
)
 
21

 
(129)
 
32

 
56

 
(43)
Total net loss
 
(98
)
 
(294
)
 
67
 
(418
)
 
(868
)
 
52
Provision for loan losses
 
3

 
(1
)
 
n/m
 
(3
)
 
(11
)
 
(73)
Noninterest expense
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits expense
 
113

 
120

 
6
 
374

 
414

 
10
Other operating expense (b)
 
(1
)
 
(29
)
 
(97)
 
(69
)
 
(91
)
 
(24)
Total noninterest expense
 
112

 
91

 
(23)
 
305

 
323

 
6
Loss from continuing operations before income tax expense (benefit)
 
$
(213
)
 
$
(384
)
 
45
 
$
(720
)
 
$
(1,180
)
 
39
Total assets
 
$
26,062

 
$
33,765

 
(23)
 
$
26,062

 
$
33,765

 
(23)
n/m = not meaningful
(a)
Refer to the table that follows for further details on the components of net financing loss.
(b)
Includes a reduction of $181 million and $552 million for the three months and nine months ended September 30, 2013, respectively, and $202 million and $604 million for the three months and nine months ended September 30, 2012, 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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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)
 
2013
 
2012
 
2013
 
2012
Original issue discount amortization
 
 
 
 
 
 
 
 
2008 bond exchange amortization
 
$
(62
)
 
$
(72
)
 
$
(176
)
 
$
(267
)
Other debt issuance discount amortization
 
(5
)
 
(7
)
 
(15
)
 
(24
)
Total original issue discount amortization (a)
 
(67
)
 
(79
)
 
(191
)
 
(291
)
Net impact of the funds transfer pricing methodology
 
 
 
 
 
 
 
 
Unallocated liquidity costs (b)
 
(67
)
 
(113
)
 
(291
)
 
(326
)
Funds-transfer pricing / cost of funds mismatch (c)
 
38

 
(25
)
 
154

 
(85
)
Unassigned equity costs (d)
 
(10
)
 
(110
)
 
(162
)
 
(268
)
Total net impact of the funds transfer pricing methodology
 
(39
)
 
(248
)
 
(299
)
 
(679
)
Other (including Commercial Finance Group net financing revenue)
 
14

 
12

 
40

 
46

Total net financing losses for Corporate and Other
 
$
(92
)
 
$
(315
)
 
$
(450
)
 
$
(924
)
Outstanding original issue discount balance
 
$
1,656

 
$
1,896

 
$
1,656

 
$
1,896

(a)
Amortization is included as interest on long-term debt in the Condensed Consolidated Statement of Comprehensive Income.
(b)
Represents the unallocated cost of funding our cash and investment portfolio.
(c)
Represents our methodology to assign funding costs to classes of assets and liabilities based on expected duration and the London interbank offer rate (LIBOR) swap curve plus an assumed credit spread. Matching duration allocates interest income and interest expense to the reportable segments so the respective reportable segments results are insulated from interest rate risk. The balance above is the resulting benefit (loss) due to holding interest rate risk at Corporate and Other.
(d)
Primarily represents the unassigned cost of maintaining required capital positions for certain of our regulated entities, primarily Ally Bank and Ally Insurance.
The following table presents the scheduled remaining amortization of original issue discount at September 30, 2013.
Year ended December 31, ($ in millions)
 
2013
 
2014
 
2015
 
2016
 
2017
 
2018 and thereafter (a)
 
Total
Original issue discount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
$
1,585

 
$
1,396

 
$
1,338

 
$
1,274

 
$
1,198

 
$

 
 
Total amortization (b)
 
71

 
189

 
57

 
64

 
77

 
1,198

 
$
1,656

2008 bond exchange amortization (c)
 
65

 
166

 
43

 
53

 
66

 
1,059

 
1,452

(a)
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.
(b)
The amortization is included as interest on long-term debt on the Condensed Consolidated Statement of Comprehensive Income.
(c)
2008 bond exchange amortization is included in total amortization.
Loss from continuing operations before income tax expense for Corporate and Other was $213 million and $720 million for the three months and nine months ended September 30, 2013, respectively, compared to $384 million and $1,180 million for the three months and nine months ended September 30, 2012, respectively. Corporate and Other’s loss from continuing operations before income tax expense was 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. The improvement in the loss from continuing operations before income tax expense for the three months and nine months ended September 30, 2013 was primarily due to decreases in OID amortization expense related to bond maturities and normal monthly amortization; lower funding costs as a result of early repayments of debt, including certain Federal Home Loan Bank debt during the fourth quarter of 2012; and increases in derivative gains. The improvement was partially offset by a decrease in other gain on investments as a result of fewer sales of investments and a loss on extinguishment of debt due to the accelerated recognition of issuance expenses related to calls of redeemable debt during the three months and nine months ended September 30, 2013.
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 $5 million and $40 million for the three months and nine months ended September 30, 2013, respectively, compared to $2 million and $36 million for the three months and nine months ended September 30, 2012, respectively.

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Cash and Investments
The following table summarizes the composition of the cash and securities portfolio held at fair value by Corporate and Other.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Cash
 
 
 
 
Noninterest-bearing cash
 
$
825

 
$
944

Interest-bearing cash
 
5,056

 
5,942

Total cash
 
5,881

 
6,886

Available-for-sale securities
 
 
 
 
Debt securities
 
 
 
 
U.S. Treasury and federal agencies
 
868

 
1,124

Mortgage-backed
 
10,082

 
6,191

Asset-backed
 
2,238

 
2,332

Total debt securities
 
13,188

 
9,647

Equity securities
 
4

 
4

Total available-for-sale securities
 
13,192

 
9,651

Total cash and securities
 
$
19,073

 
$
16,537


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Risk Management
Managing the risk/reward trade-off is a fundamental component of operating our businesses. Our risk management program 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 those risks to be within our risk appetite. Ally's primary risks include credit, lease residual, market, operational, insurance/underwriting, country, and liquidity. For more information on our risk management process, refer to the Risk Management MD&A section of our 2012 Annual Report.
Loan and Lease Exposure
The following table summarizes the exposures from our loan and lease activities.
($ in millions)
 
September 30, 2013
 
December 31, 2012
Finance receivables and loans
 
 
 
 
Dealer Financial Services
 
$
84,899

 
$
86,542

Mortgage operations
 
8,772

 
9,821

Corporate and Other
 
1,610

 
2,692

Total finance receivables and loans
 
95,281

 
99,055

Held-for-sale loans
 
 
 
 
Dealer Financial Services
 

 

Mortgage operations
 
63

 
2,490

Corporate and Other
 
19

 
86

Total held-for-sale loans
 
82

 
2,576

Total on-balance sheet loans
 
$
95,363

 
$
101,631

Off-balance sheet securitized loans
 
 
 
 
Dealer Financial Services
 
$
1,031

 
$
1,495

Mortgage operations
 

 
119,384

Corporate and Other
 

 

Total off-balance sheet securitized loans
 
$
1,031

 
$
120,879

Operating lease assets
 
 
 
 
Dealer Financial Services
 
$
17,254

 
$
13,550

Mortgage operations
 

 

Corporate and Other
 

 

Total operating lease assets
 
$
17,254

 
$
13,550

Serviced loans and leases
 
 
 
 
Dealer Financial Services
 
$
116,436

 
$
134,122

Mortgage operations
 
7,798

 
130,324

Corporate and Other
 
1,541

 
1,344

Total serviced loans and leases
 
$
125,775

 
$
265,790

The risks inherent in our loan and lease exposures are largely driven by changes in the overall economy, used vehicle and housing price levels, 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. Historically, we primarily originated mortgage loans with the intent to sell and, as such, retained only a small percentage of the loans that we originated or purchased. Mortgage loans that we did not intend to retain were sold to investors, primarily through securitizations guaranteed by GSEs. However, we may have retained an interest or right to service these loans. We ultimately manage the associated risks based on the underlying economics of the exposure. On April 17, 2013, we announced a decision to exit the correspondent lending channel and cease production of any new jumbo mortgage loans; as a result, our ongoing mortgage portfolio includes the management of our held-for-investment mortgage loans.
Credit Risk Management
Credit risk is defined as the potential failure to receive payments when due from an obligor in accordance with contractual obligations. Therefore, credit risk is a major source of potential economic loss to us. Credit risk is monitored by global and line of business committees and the Global Risk Management organization. Together they oversee the credit decisioning and management processes, and monitor credit risk exposures to ensure they are managed in a safe-and-sound manner and are within our risk appetite. In addition, our Loan Review Group

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provides an 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 regular basis.
To mitigate risk we have implemented specific policies and processes across all lines of business, utilizing both qualitative and quantitative analyses, that reflect our commitment to maintaining an independent and ongoing assessment of credit risk and credit 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, as well as stress testing and the 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. 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. We perform ongoing analysis of the consumer automobile, consumer mortgage, and commercial portfolios using a range of indicators to assess the adequacy of the allowance based on historical and current trends. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional information.
Additionally, we utilize numerous collection strategies to mitigate loss and provide ongoing support to customers in financial distress. For automobile loans, we work with customers when they become delinquent on their monthly payment. In lieu of repossessing their vehicle, we may offer several types of assistance to aid our customers based on their willingness and ability to repay their loan. Loss mitigation may include extension of the loan maturity date and rewriting the loan terms. 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.
Furthermore, we manage our counterparty credit exposure based on the risk profile of the counterparty. Within our policies, we have established standards and requirements for managing counterparty risk exposures in a safe-and-sound manner. Counterparty credit risk is derived from multiple exposure types, including derivatives, securities trading, securities financing transactions, financial futures, cash balances (e.g. due from depository institutions, restricted accounts, and cash equivalents), and investment in debt securities. For more information on Derivative Counterparty Credit Risk, refer to Note 20 to the Condensed Consolidated Financial Statements.
The U.S. economy has continued to expand during the three months and nine months ended September 30, 2013. The labor market recovered further during the quarter, with nonfarm payrolls increasing and the quarterly unemployment rate falling. Within the U.S. automotive portfolio, encouraging trends include an average seasonally adjusted annual rate of 15.7 million new light vehicle sales during the quarter. We continue to be cautious with the economic outlook given the uncertainties of possible future cuts to U.S. federal government spending, another possible U.S. federal government shut-down, ongoing discussions regarding the U.S. debt ceiling, and the backdrop of slow global economic growth.
On-balance Sheet Portfolio
Our on-balance sheet portfolio includes both finance receivables and loans and held-for-sale loans. At September 30, 2013, this primarily included $84.9 billion of automobile finance receivables and loans and $8.8 billion of mortgage finance receivables and loans.
During 2012 and 2013, 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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans at historical cost
 
$
65,222

 
$
63,536

 
$
532

 
$
642

 
$
1

 
$
1

Loans at fair value
 

 

 

 

 

 

Total finance receivables and loans
 
65,222

 
63,536

 
532

 
642

 
1

 
1

Loans held-for-sale
 
63

 
2,490

 
24

 
25

 

 

Total consumer loans
 
65,285

 
66,026

 
556

 
667

 
1

 
1

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans at historical cost
 
30,059

 
35,519

 
251

 
216

 

 

Loans at fair value
 

 

 

 

 

 

Total finance receivables and loans
 
30,059

 
35,519

 
251

 
216

 

 

Loans held-for-sale
 
19

 
86

 

 

 

 

Total commercial loans
 
30,078

 
35,605

 
251

 
216

 

 

Total on-balance sheet loans
 
$
95,363

 
$
101,631

 
$
807

 
$
883

 
$
1

 
$
1

(a)
Includes nonaccrual troubled debt restructured loans (TDRs) of $353 million and $419 million at September 30, 2013, and December 31, 2012, respectively.
(b)
Generally, loans that are 90 days past due and still accruing represent loans with government guarantees. There were no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2013 and December 31, 2012.
Total on-balance sheet loans outstanding at September 30, 2013, decreased $6.3 billion to $95.4 billion from December 31, 2012, reflecting a decrease of $5.5 billion in the commercial portfolio and a decrease of $741 million in the consumer portfolio. The decrease in commercial on-balance sheet loans outstanding was primarily driven by increased competition across the automotive lending market as well as the seasonality of dealer inventories. The decrease in consumer on-balance sheet loans was primarily driven by our decisions to exit the direct lending and correspondent lending channels and cease production of any new jumbo mortgage loans, partially offset by automobile originations, which outpaced portfolio runoff.
The total TDRs outstanding at September 30, 2013 increased $114 million to $1.3 billion from December 31, 2012, primarily due to our loss mitigation efforts on commercial and consumer loans including continued foreclosure prevention and participation in a variety of government-sponsored refinancing programs. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional information.
Total nonperforming loans at September 30, 2013, decreased $76 million to $807 million from December 31, 2012, reflecting a decrease of $111 million of consumer nonperforming loans and an increase of $35 million of commercial nonperforming loans. The decrease in total nonperforming loans from December 31, 2012 was driven, in part, by the improved mix of remaining consumer mortgage loans as lower quality legacy loans continued to runoff. Nonperforming loans include finance receivables and loans on nonaccrual status when the principal or interest has been delinquent for 90 days or when full collection is determined not to be probable. Refer to Note 1 to the Consolidated Financial Statements included in our 2012 Annual Report for additional information.

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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)
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans at historical cost
 
$
126

 
$
127

 
0.8
%
 
0.6
%
 
$
346

 
$
351

 
0.7
%
 
0.6
 %
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance receivables and loans at historical cost
 

 
(2
)
 

 

 
(3
)
 
(31
)
 

 
(0.1
)
Total finance receivables and loans at historical cost
 
$
126

 
$
125

 
0.5
%
 
0.4
%
 
$
343

 
$
320

 
0.5
%
 
0.4
 %
(a)
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
Net charge-offs were $126 million and $343 million for the three months and nine months ended September 30, 2013, respectively, compared to $125 million and $320 million for the three months and nine months ended September 30, 2012, respectively. The increase during the nine months ended September 30, 2013 was largely due to recoveries in the commercial portfolio in 2012 that did not repeat in 2013. 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, 2013, the credit performance of the consumer portfolio remained strong and reflects the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum. 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 included in our 2012 Annual Report.
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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Consumer automobile (c) (d)
 
$
56,450

 
$
53,715

 
$
306

 
$
260

 
$

 
$

Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
6,343

 
7,173

 
197

 
342

 
1

 
1

Home equity
 
2,429

 
2,648

 
29

 
40

 

 

Total consumer finance receivables and loans
 
$
65,222

 
$
63,536

 
$
532

 
$
642

 
$
1

 
$
1

(a)
Includes nonaccrual troubled debt restructured loans of $252 million and $373 million at September 30, 2013, and December 31, 2012, respectively.
(b)
There were no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2013, and December 31, 2012.
(c)
Includes no international consumer automobile loans outstanding at September 30, 2013, and $2 million of international consumer automobile loans outstanding at December 31, 2012.
(d)
Includes $3 million of fair value adjustment for loans in hedge accounting relationships at September 30, 2013. Refer to Note 20 for additional information.
Total consumer outstanding finance receivables and loans increased $1.7 billion at September 30, 2013 compared with December 31, 2012. This increase was related to our U.S. automobile consumer loan originations which outpaced portfolio runoff. Additionally, we continued to prudently expand our nonprime and used originations as a percent of our total originations.
Total consumer nonperforming finance receivables and loans at September 30, 2013 decreased $110 million to $532 million from December 31, 2012, reflecting a decrease of $156 million of consumer mortgage nonperforming finance receivables and loans and an increase of $46 million of consumer automobile nonperforming finance receivables and loans. Nonperforming consumer mortgage finance receivables and loans decreased due to the improved mix of remaining loans. Nonperforming consumer automobile finance receivables and loans increased primarily due to the change in our portfolio mix as we continued to prudently expand our nonprime and used originations as well as seasoning of the portfolio. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional information. Nonperforming

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consumer finance receivables and loans as a percentage of total outstanding consumer finance receivables and loans were 0.8% and 1.0% at September 30, 2013 and December 31, 2012, respectively.
Consumer automotive loans accruing and past due 30 days or more increased $115 million to $1.2 billion at September 30, 2013, compared with December 31, 2012. The increase is predominantly due to the change in our portfolio mix as we continued to prudently expand our nonprime and used originations.
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)
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Consumer automobile (b)
 
$
115

 
$
96

 
0.8
%
 
0.6
%
 
$
288

 
$
240

 
0.7
%
 
0.5
%
Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
6

 
18

 
0.4

 
1.0

 
34

 
65

 
0.7

 
1.2

Home equity
 
5

 
13

 
0.9

 
1.9

 
24

 
46

 
1.3

 
2.1

Total consumer finance receivables and loans
 
$
126

 
$
127

 
0.8
%
 
0.6
%
 
$
346

 
$
351

 
0.7
%
 
0.6
%
(a)
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
(b)
Includes no international consumer automobile net charge-offs for the three months and nine months ended September 30, 2013, and $26 million and $73 million for the three months and nine months ended September 30, 2012.
Our net charge-offs from total consumer automobile finance receivables and loans were $115 million and $288 million for the three months and nine months ended September 30, 2013, respectively, compared to $96 million and $240 million for the three months and nine months ended September 30, 2012, respectively. The increase was driven primarily by the change in our U.S. portfolio mix as we continued to prudently expand our nonprime and used originations, seasoning of the portfolio, and higher outstandings. This increase was partially offset by the inclusion of international net charge-offs during the three months and nine months ended September 30, 2012 prior to the reclassification of the international automotive finance business to discontinued operations.
Our net charge-offs from total consumer mortgage receivables and loans were $11 million and $58 million for the three months and nine months ended September 30, 2013, respectively, compared to $31 million and $111 million for the same periods in 2012. The decreases were driven by continued runoff of legacy mortgage assets and improvements in home prices.
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)
 
2013
 
2012
 
2013
 
2012
Consumer automobile (a)
 
$
6,744

 
$
9,372

 
$
20,832

 
$
31,281

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 

 
8,161

 
6,804

 
22,700

Home equity
 

 

 

 

Total consumer loan originations
 
$
6,744

 
$
17,533

 
$
27,636

 
$
53,981

(a)
Includes no international consumer automobile originations for the three months and nine months ended September 30, 2013, and $2.4 billion and $7.7 billion for the three months and nine months ended September 30, 2012.
Total automobile-originated loans decreased $2.6 billion and $10.4 billion for the three months and nine months ended September 30, 2013, respectively, compared to the same periods in 2012. The decreases were primarily due to the reclassification of our international automotive finance business to discontinued operations at the end of 2012 as well as lower new vehicle originations as a result of more competition within the automotive finance market. Total mortgage-originated loans decreased $8.2 billion and $15.9 billion for the three months and nine months ended September 30, 2013, respectively. The declines in loan production were largely driven by our strategic exit from the direct lending channel and our decision announced on April 17, 2013 to exit the correspondent lending channel and cease production of any new jumbo mortgage loans.
Consumer loan originations retained on-balance sheet as held-for-investment were $6.7 billion and $21.6 billion for the three months and nine months ended September 30, 2013, respectively, compared to $9.9 billion and $32.9 billion for the three months and nine months ended September 30, 2012, respectively. The decreases were primarily due to the reclassification of our international automotive finance business to

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discontinued operations at the end of 2012 as well as lower new vehicle originations as a result of more competition within the automotive finance market.
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 concentration. Total automobile loans were $56.5 billion and $53.7 billion at September 30, 2013, and December 31, 2012, respectively. Total mortgage and home equity loans were $8.8 billion and $9.8 billion at September 30, 2013, and December 31, 2012, respectively.
 
 
September 30, 2013 (a)
 
December 31, 2012
 
 
Automobile
 
1st Mortgage and home equity
 
Automobile
 
1st Mortgage and home equity
Texas
 
13.1
%
 
5.8
%
 
12.9
%
 
5.8
%
California
 
5.7

 
29.5

 
5.6

 
29.2

Florida
 
6.9

 
3.6

 
6.7

 
3.6

Pennsylvania
 
5.3

 
1.6

 
5.2

 
1.6

Michigan
 
4.5

 
4.0

 
5.0

 
4.1

Illinois
 
4.4

 
4.4

 
4.3

 
4.8

New York
 
4.4

 
1.9

 
4.6

 
2.0

Georgia
 
3.9

 
2.1

 
3.7

 
1.9

Ohio
 
4.0

 
0.7

 
4.0

 
0.8

North Carolina
 
3.3

 
1.9

 
3.3

 
2.0

Other United States
 
44.5

 
44.5

 
44.7

 
44.2

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, 2013.
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 21.0% our total outstanding consumer finance receivables and loans at September 30, 2013, and December 31, 2012.
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 included in our 2012 Annual Report.
Repossessed assets in our Automotive Finance operations at September 30, 2013 increased $24 million to $86 million from December 31, 2012. Foreclosed mortgage assets at September 30, 2013 increased $1 million to $7 million from December 31, 2012.
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 production and prime nonconforming or nonprime for international production), and below-market rate (teaser) 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. We believe this hierarchy provides the most relevant risk assessment of our nontraditional products, given the historical stress within the housing market.

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


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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Interest-only mortgage loans (a)
 
$
1,600

 
$
2,063

 
$
84

 
$
125

 
$

 
$

Below-market rate (teaser) mortgages
 
168

 
192

 
3

 
3

 

 

Total higher-risk mortgage loans
 
$
1,768

 
$
2,255

 
$
87

 
$
128

 
$

 
$

(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 at September 30, 2013 remained flat at $1 million from December 31, 2012, and payment-option adjustable-rate mortgage finance receivables and loans at September 30, 2013 decreased $1 million to $2 million from December 31, 2012. 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, 2013 and December 31, 2012.
The allowance for loan losses was $76 million, or 4.3%,of total higher-risk held-for-investment mortgage loans recorded at historical cost based on carrying value outstanding before allowance for loan losses at September 30, 2013, compared to $104 million, or 4.6%, at December 31, 2012.
The following table includes our five largest state concentrations based on our higher-risk mortgage finance receivables and loans recorded at historical cost and reported at carrying value before allowance for loan losses.
($ in millions)
 
Interest-only
mortgage loans
 
Below-market
rate (teaser)
mortgages
 
Total
higher-risk
mortgage loans
September 30, 2013
 
 
 
 
 
 
California
 
$
375

 
$
52

 
$
427

Virginia
 
180

 
7

 
187

Maryland
 
144

 
5

 
149

Illinois
 
83

 
5

 
88

Florida
 
66

 
8

 
74

Other United States
 
752

 
91

 
843

Total higher-risk mortgage loans
 
$
1,600

 
$
168

 
$
1,768

December 31, 2012
 
 
 
 
 
 
California
 
$
500

 
$
60

 
$
560

Virginia
 
216

 
9

 
225

Maryland
 
166

 
5

 
171

Illinois
 
107

 
6

 
113

Florida
 
90

 
9

 
99

Other United States
 
984

 
103

 
1,087

Total higher-risk mortgage loans
 
$
2,063

 
$
192

 
$
2,255

Commercial Credit Portfolio
During the three months and nine months ended September 30, 2013, the credit performance of the commercial portfolio remained strong as net charge-offs remained stable. 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 included in our 2012 Annual Report.

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


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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
$
25,691

 
$
30,270

 
$
140

 
$
146

 
$

 
$

Mortgage
 

 

 

 

 

 

Other (c)(d)
 
1,607

 
2,697

 
84

 
33

 

 

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 
2,761

 
2,552

 
27

 
37

 

 

Mortgage
 

 

 

 

 

 

Total commercial finance receivables and loans
 
$
30,059

 
$
35,519

 
$
251

 
$
216

 
$

 
$

(a)
Includes nonaccrual troubled debt restructured loans of $101 million and $29 million at September 30, 2013, and December 31, 2012, respectively.
(b)
There were no troubled debt restructured loans classified as 90 days past due and still accruing at September 30, 2013 and December 31, 2012.
(c)
Includes no international commercial and industrial other loans outstanding at September 30, 2013, and $18 million of international commercial and industrial other loans outstanding at December 31, 2012.
(d)
Other commercial primarily includes senior secured commercial lending.
Total commercial finance receivables and loans outstanding decreased $5.5 billion to $30.1 billion at September 30, 2013, from December 31, 2012. The commercial and industrial outstandings decreased $5.7 billion primarily due to increased competition across the automotive lending market and the seasonality of dealer inventories, as well as the payoff of ResCap's debtor-in-possession financing.
Total commercial nonperforming finance receivables and loans were $251 million at September 30, 2013, an increase of $35 million compared to December 31, 2012. The increase was primarily due to the reclassification of a small number of commercial loans to nonperforming status within the overall stable commercial portfolio. Total nonperforming commercial finance receivables and loans as a percentage of outstanding commercial finance receivables and loans increased to 0.8% as of September 30, 2013 from 0.6% as of December 31, 2012.
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)
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile (b)
 
$

 
$
2

 
%
 
 %
 
$

 
$
3

 
 %
 
 %
Mortgage
 

 
(1
)
 

 
(0.2
)
 

 
(1
)
 

 

Other (c)
 

 
(3
)
 

 
(0.6
)
 
(3
)
 
(30
)
 
(0.2
)
 
(2.2
)
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
 

 

 

 

 

 
(2
)
 

 
(0.1
)
Mortgage (d)
 

 

 

 

 

 
(1
)
 

 
(11.7
)
Total commercial finance receivables and loans
 
$

 
$
(2
)
 
%
 
 %
 
$
(3
)
 
$
(31
)
 
 %
 
(0.1
)%
(a)
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
(b)
Includes no international net charge-offs for the three months and nine months ended September 30, 2013, and no international charge-offs and $1 million of international net charge-offs for the three months and nine months ended September 30, 2012, respectively.
(c)
Includes no international net charge-offs for both the three months and nine months ended September 30, 2013, respectively, and $4 million and $27 million of international recoveries for the three months and nine months ended September 30, 2012, respectively.
(d)
Includes no international net charge-offs for the three months and nine months ended September 30, 2013, and no international net charge-offs and $1 million of international recoveries for the three months and nine months ended September 30, 2012, respectively.
Our net charge-offs from commercial finance receivables and loans resulted in no net charge-offs and $3 million of recoveries for the three months and nine months ended September 30, 2013, respectively, compared to recoveries of $2 million and $31 million for the same periods in 2012. The change in net charge-offs was largely driven by strong recoveries in certain wind-down portfolios during the three months and nine months ended September 30, 2012 that did not repeat for the same periods in 2013.

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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 $2.8 billion and $2.6 billion at September 30, 2013 and December 31, 2012, 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, 2013
 
December 31, 2012
Geographic region
 
 
 
 
Texas
 
13.7
%
 
13.0
%
Florida
 
12.9

 
11.7

Michigan
 
11.9

 
12.6

California
 
9.5

 
9.3

New York
 
4.7

 
4.9

North Carolina
 
4.2

 
3.9

Virginia
 
3.8

 
3.9

Pennsylvania
 
3.4

 
3.3

Georgia
 
3.1

 
3.0

Illinois
 
2.5

 
1.8

Other United States
 
30.3

 
32.6

Total commercial real estate finance receivables and loans
 
100.0
%
 
100.0
%
Property type
 
 
 
 
Automotive dealers
 
100.0
%
 
100.0
%
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, 2013
 
December 31, 2012
Industry
 
 
 
 
Automotive
 
88.1
%
 
85.7
%
Services
 
3.7

 
4.9

Electronics
 
3.2

 
1.2

Other
 
5.0

 
8.2

Total commercial criticized finance receivables and loans
 
100.0
%
 
100.0
%
Total criticized exposures decreased $59 million to $1.6 billion at September 30, 2013 from December 31, 2012.

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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, 2013 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at July 1, 2013
 
$
610

 
$
431

 
$
1,041

 
$
142

 
$
1,183

Charge-offs
 
(168
)
 
(16
)
 
(184
)
 

 
(184
)
Recoveries
 
53

 
5

 
58

 

 
58

Net charge-offs
 
(115
)
 
(11
)
 
(126
)
 

 
(126
)
Provision for loan losses
 
156

 
(12
)
 
144

 
(3
)
 
141

Other
 

 
(1
)
 
(1
)
 
1

 

Allowance at September 30, 2013
 
$
651

 
$
407

 
$
1,058

 
$
140

 
$
1,198

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2013 (a)
 
1.2
%
 
4.6
%
 
1.6
%
 
0.5
%
 
1.3
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2013 (a)
 
0.8
%
 
0.5
%
 
0.8
%
 
%
 
0.5
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2013 (a)
 
212.7
%
 
180.4
%
 
199.0
%
 
55.7
%
 
153.0
%
Ratio of allowance for loan losses to net charge-offs at September 30, 2013
 
1.4

 
9.4

 
2.1

 
n/m

 
2.4

n/m = not meaningful
(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.
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 (a)
 
(158
)
 
(33
)
 
(191
)
 
(3
)
 
(194
)
Recoveries (b)
 
62

 
2

 
64

 
5

 
69

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

 
(125
)
Provision for loan losses
 
99

 
6

 
105

 

 
105

Other (c)
 
22

 

 
22

 
(6
)
 
16

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

 
3.6

 
2.5

 
(17.4
)
 
2.9

(a)
Includes international consumer automobile charge-offs of $47 million.
(b)
Includes international consumer automobile and international commercial recoveries of $21 million and $4 million, respectively.
(c)
Includes provision for loan losses relating to discontinued operations of $11 million.
(d)
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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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q


Nine months ended September 30, 2013 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at January 1, 2013
 
$
575

 
$
452

 
$
1,027

 
$
143

 
$
1,170

Charge-offs (a)
 
(443
)
 
(71
)
 
(514
)
 
(3
)
 
(517
)
Recoveries
 
155

 
13

 
168

 
6

 
174

Net charge-offs
 
(288
)
 
(58
)
 
(346
)
 
3

 
(343
)
Provision for loan losses
 
355

 
14

 
369

 
(8
)
 
361

Other
 
9

 
(1
)
 
8

 
2

 
10

Allowance at September 30, 2013
 
$
651

 
$
407

 
$
1,058

 
$
140

 
$
1,198

Allowance for loan losses to finance receivables and loans outstanding at September 30, 2013 (b)
 
1.2
%
 
4.6
%
 
1.6
%
 
0.5
%
 
1.3
%
Net charge-offs to average finance receivables and loans outstanding at September 30, 2013 (b)
 
0.7
%
 
0.8
%
 
0.7
%
 
%
 
0.5
%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2013 (b)
 
212.7
%
 
180.4
%
 
199.0
%
 
55.7
%
 
153.0
%
Ratio of allowance for loan losses to net charge-offs at September 30, 2013
 
1.7

 
5.3

 
2.3

 
(30.1
)
 
2.6

(a)
Includes international commercial charge-offs of $1 million.
(b)
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the unpaid principal balance, net of premiums and discounts.
Nine months ended September 30, 2012 ($ in millions)
 
Consumer
automobile
 
Consumer
mortgage
 
Total
consumer
 
Commercial
 
Total
Allowance at January 1, 2012
 
$
766

 
$
516

 
$
1,282

 
$
221

 
$
1,503

Charge-offs (a)
 
(424
)
 
(119
)
 
(543
)
 
(8
)
 
(551
)
Recoveries (b)
 
184

 
8

 
192

 
39

 
231

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

 
(320
)
Provision for loan losses
 
200

 
54

 
254

 
(18
)
 
236

Other (c)
 
77

 
(12
)
 
65

 
(61
)
 
4

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

 
3.0

 
2.7

 
(4.2
)
 
3.3

(a)
Includes international consumer automobile and international commercial charge-offs of $128 million and $2 million, respectively.
(b)
Includes international consumer automobile and international commercial recoveries of $55 million and $29 million, respectively.
(c)
Includes provision for loan losses relating to discontinued operations of $49 million.
(d)
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, 2013, declined $192 million compared to September 30, 2012. The decline was primarily due to the reclassification of our international automotive finance business to discontinued operations at the end of 2012 and run-off of legacy mortgage assets. The decline was partially offset by increases in the allowance for consumer automotive assets due to the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum, and the growth in our U.S. automotive consumer portfolio.
The allowance for commercial loan losses declined $33 million at September 30, 2013, compared to September 30, 2012, primarily related to the reclassification of our international automotive business to discontinued operations at the end of 2012.

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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.
 
 
2013
 
2012
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
 
 
 
 
 
 
 
 
 
 
 
 
Consumer automobile (a)
 
$
651

 
1.2
%
 
54.3
%
 
$
803

 
1.1
 %
 
56.4
 %
Consumer mortgage
 
 
 
 
 
 
 
 
 
 
 
 
1st Mortgage
 
229

 
3.6

 
19.1

 
243

 
3.4

 
17.1

Home equity
 
178

 
7.3

 
14.9

 
204

 
7.5

 
14.3

Total consumer loans
 
1,058

 
1.6

 
88.3

 
1,250

 
1.5

 
87.8

Commercial
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
Automobile (b)
 
56

 
0.2

 
4.7

 
139

 
0.4

 
9.8

Mortgage
 

 

 

 

 

 

Other
 
50

 
3.1

 
4.2

 
45

 
1.8

 
3.2

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
Automobile (c)
 
34

 
1.2

 
2.8

 
(11
)
 
(0.4
)
 
(0.8
)
Mortgage
 

 

 

 

 

 

Total commercial loans
 
140

 
0.5

 
11.7

 
173

 
0.4

 
12.2

Total allowance for loan losses
 
$
1,198

 
1.3
%
 
100.0
%
 
$
1,423

 
1.2
 %
 
100.0
 %
(a)
Includes no international consumer automobile allowance for loan losses and $185 million at September 30, 2013 and September 30, 2012, respectively.
(b)
Includes no international commercial and industrial automobile allowance for loan losses and $31 million at September 30, 2013 and September 30, 2012, respectively.
(c)
Includes no international commercial real estate automobile allowance for loan losses and $1 million at September 30, 2013 and September 30, 2012, respectively.
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)
 
2013
 
2012
 
2013
 
2012
Consumer
 
 
 
 
 
 
 
 
Consumer automobile
 
$
156

 
$
99

 
$
355

 
$
200

Consumer mortgage
 
 
 
 
 
 
 
 
1st Mortgage
 
(40
)
 
9

 
18

 
34

Home equity
 
28

 
(3
)
 
(4
)
 
20

Total consumer loans
 
144

 
105

 
369

 
254

Commercial
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
Automobile
 
(3
)
 
52

 
1

 
47

Mortgage
 

 
(1
)
 

 
(1
)
Other
 
3

 
(1
)
 
(3
)
 
(11
)
Commercial real estate
 
 
 
 
 
 
 
 
Automobile
 
(3
)
 
(50
)
 
(6
)
 
(53
)
Mortgage
 

 

 

 

Total commercial loans
 
(3
)
 

 
(8
)
 
(18
)
Total provision for loan losses
 
$
141

 
$
105

 
$
361

 
$
236


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


The provision for consumer loan losses increased $39 million and $115 million, respectively, for the three months and nine months ended September 30, 2013, compared to the same periods in 2012. The increases were primarily due to the continued execution of our underwriting strategy to prudently expand our originations of consumer automotive assets across a broader credit spectrum, which was significantly narrowed during the most recent economic recession, and the growth in our U.S. automotive consumer portfolio.
Provision for commercial loan losses were credits of $3 million and $8 million, respectively, for the three months and nine months ended September 30, 2013, compared to no provision and credits of $18 million for the same periods in 2012. Lower finance receivables and loans at September 30, 2013 resulted in lower allowance build during the quarter while fewer recoveries and allowance releases from legacy businesses drove a lower credit for the nine months ended September 30, 2013.
Lease Residual Risk Management
We are exposed to residual risk on vehicles in the consumer lease portfolio. This lease residual risk represents the possibility that the actual proceeds realized upon the sale of returned vehicles will be lower than the projection of these values used in establishing the pricing at lease inception. For additional information on our valuation of automobile lease assets and residuals, refer to the Critical Accounting Estimates — Valuation of Automobile Lease Assets and Residuals section within the MD&A included in our 2012 Annual Report.
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, assets held-for-sale, and operating leases. We are 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 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 and other 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 foreign 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 2012 Annual Report, 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, 2012, there have been no material changes in these market risks.

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Management's Discussion and Analysis
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, and investor profiles. Further liquidity is available through a pool of unencumbered highly liquid securities, borrowing facilities, 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 and the Risk and Compliance Committee of the Ally Financial Board of Directors. We manage liquidity risk at the parent company, Ally Bank, and consolidated levels. The parent company and Ally Bank prepare 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.
We use multiple measures to frame the level of liquidity risk, manage the liquidity position, or identify related trends such 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 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 in the form of cash, unencumbered highly liquid securities, and available credit facility capacity that, taken together, 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, 2013, we maintained $22.0 billion of total available parent company liquidity and $10.4 billion of total available liquidity at Ally Bank. Parent company liquidity is defined as our consolidated operations less Ally Bank and the regulated subsidiaries of Ally Insurance's holding company. To optimize cash and secured facility capacity between entities, the parent company lends cash to Ally Bank on occasion under an intercompany loan agreement. At September 30, 2013, $0.9 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.
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. Our funding strategy largely focuses on the development of diversified funding sources across a broad 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, committed and uncommitted credit facilities, brokered deposits, and retail deposits. We also supplement these sources with a modest amount of short-term borrowings, including Demand Notes, 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 (nonbank) funding.
We 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, we have been focused on optimizing our funding sources, in particular at Ally Bank by growing retail deposits, expanding public and private securitization programs, maintaining a prudent maturity profile of our brokered deposit portfolio while not exceeding a $10.0 billion portfolio, maintaining 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 parent company exposures and funding requirements and to 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.

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


Ally Bank Funding and Liquidity
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 operations with a stable and low-cost funding source. At September 30, 2013, Ally Bank had $51.5 billion of total external deposits, including $41.7 billion of retail deposits.
At September 30, 2013, Ally Bank maintained cash liquidity of $2.7 billion and unencumbered highly liquid U.S. federal government and U.S. agency securities of $6.8 billion. In addition, at September 30, 2013, Ally Bank had unused capacity in committed secured funding facilities of $1.8 billion. 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. To optimize cash and secured facility capacity between entities, the parent company lends cash to Ally Bank on occasion under an intercompany loan agreement. Amounts outstanding on this loan are repayable to the parent company upon demand, subject to five days notice. Ally Bank has total available liquidity of $10.4 billion at September 30, 2013, excluding the intercompany loan of $0.9 billion.
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 2013 the deposit base at Ally Bank grew $4.6 billion, ending the quarter at $51.5 billion from $46.9 billion at December 31, 2012. The growth in deposits has been primarily attributable to our retail deposit portfolio, particularly within our savings and money market checking accounts, and our CDs, partially offset by a decline in our mortgage escrow accounts related to the disposition of Ally Bank's MSR assets. Strong retention rates continue to materially contribute to our growth in retail deposits. In the third quarter of 2013 we retained 93% of maturing CD balances up for renewal in the same period. Refer to Note 12 to the Condensed Consolidated Financial Statements for a summary of deposit funding by type.
The following table shows Ally Bank's number of accounts and deposit balances by type as of the end of each quarter since 2012.
($ in millions)
3rd Quarter 2013
2nd Quarter 2013
1st Quarter 2013
4th Quarter 2012
3rd Quarter 2012
2nd Quarter 2012
1st Quarter 2012
Number of retail accounts
1,451,026

1,389,577

1,334,483

1,219,791

1,142,837

1,082,753

1,036,468

Deposits
 
 
 
 
 
 
 
Retail
$
41,691

$
39,859

$
38,770

$
35,041

$
32,139

$
30,403

$
29,323

Brokered
9,724

9,552

9,877

9,914

9,882

9,905

9,884

Other (a)
66

72

844

1,977

2,487

2,411

2,314

Total deposits
$
51,481

$
49,483

$
49,491

$
46,932

$
44,508

$
42,719

$
41,521

(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 2013, Ally Bank completed one term securitization transaction backed by dealer floorplan automotive loans raising $350 million. 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, 2013, Ally Bank had exclusive access to $3.5 billion from committed credit facilities including a $2.5 billion syndicated facility that can fund automotive retail and dealer floorplan loans, as well as leases. In March 2013, this facility was renewed by a syndicate of nineteen lenders and extended until June 2014. At September 30, 2013, the amount outstanding under this facility was $1.7 billion.
Ally Bank also has access to funding through advances with the FHLB of Pittsburgh. These advances are primarily secured by consumer and commercial mortgage finance receivables and loans. As of September 30, 2013 Ally Bank has pledged $11.7 billion of assets to the FHLB resulting in $5.7 billion in total funding capacity with $2.8 billion of debt outstanding. As of September 30, 2013, Ally Bank had received $281 million in cash under repurchase agreements.
Additionally Ally Bank has access to the Federal Reserve Bank Discount Window and can borrow funds to meet short-term liquidity demands. However, the Federal Reserve Bank is viewed primarily as a liquidity source that can be accessed in stressed environments or periods of market disruption and is not a primary source of funding for day to day business. Ally Bank has assets pledged and restricted as collateral to the Federal Reserve Bank totaling $3.2 billion. Ally Bank had no debt outstanding with the Federal Reserve as of September 30, 2013.

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


Parent Company (Nonbank) Funding and Liquidity
At September 30, 2013, the parent company maintained liquid cash and equivalents in the amount of $3.7 billion and unencumbered highly liquid U.S. federal government and U.S. agency securities of $3.2 billion. These assets can be used to obtain funding through repurchase agreements with third parties or through outright sales. At September 30, 2013, the parent company had no debt outstanding under repurchase agreements. In addition, at September 30, 2013, the parent company had available liquidity from unused capacity in committed credit facilities of $13.4 billion. Parent company liquidity is defined as our consolidated operations less Ally Bank and the regulated subsidiaries of Ally Insurance's holding company. 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, on the execution of interest rate hedges. Funding sources at the parent company generally consist of long-term unsecured debt, unsecured retail term notes, committed credit facilities, asset-backed securitizations, and a modest amount of short-term borrowings. To optimize cash and secured facility capacity between entities, the parent company lends cash to Ally Bank on occasion under an intercompany loan agreement. Amounts outstanding on this loan are repayable to the parent company upon demand, subject to five days notice. The parent company has total available liquidity of $22.0 billion at September 30, 2013, which includes the intercompany loan of $0.9 billion. The total available liquidity amount at September 30, 2013 also includes $0.8 billion of availability that is sourced from certain committed funding arrangements generally reliant upon the origination of future automotive receivables over the next three months.
In the third quarter of 2013, we completed two transactions totaling $2.1 billion in funding through the debt capital markets. We will 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 callable 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 2012, we launched a new retail term note program known as Ally Term Notes. There were $2.1 billion and $7.9 billion of combined retail term notes outstanding at September 30, 2013, and December 31, 2012, respectively. As of September 30, 2013, we have redeemed $5.5 billion of high-coupon callable SmartNotes and we have provided notice for the early redemption of $1.2 billion of high-coupon callable SmartNotes debt during the fourth quarter of 2013, as part of a liability management strategy to continue to improve Ally's cost of funds.
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 $3.2 billion at September 30, 2013, compared to $3.1 billion at December 31, 2012. Refer to Note 13 and Note 14 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.
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 not allow for any further funding after the closing date. At September 30, 2013, $24.2 billion of our $27.6 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, 2013, we had $14.5 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days. The parent company's largest facility is a $8.5 billion revolving syndicated credit facility secured by automotive receivables. In March 2013, we increased and renewed this facility until March 2015. 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, 2013, there was $2.9 billion outstanding under this facility. In addition to our syndicated revolving credit facility, we also maintain various bilateral and multilateral secured credit facilities 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. Secured funding continues to be a significant source of financing at the parent company.
During the the third quarter of 2013, the parent company raised $1.0 billion through a public securitization transaction comprised of non-prime retail automotive loan collateral.
At September 30, 2013, the parent company maintained exclusive access to $19.3 billion of committed secured credit facilities in the U.S. with outstanding debt of $6.5 billion. In addition, we have $0.8 billion in forward purchase commitments to fund automotive assets.
The parent also has access to uncommitted credit facilities to fund its discontinued international operations. As of September 30, 2013, the parent company had $1.3 billion in uncommitted unsecured credit facilities with an outstanding debt of $1.3 billion.

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


Recent Funding Developments
During the first nine months of 2013, we completed U.S. funding transactions totaling almost $6.9 billion and renewed or increased key existing funding facilities as we accessed both the public and private markets. Key funding highlights from 2013 to date were as follows:
Ally Financial Inc. renewed, increased and/or extended $16.7 billion in U.S. credit facilities. The automotive credit facility renewal amount includes the March 2013 refinancing of $11.0 billion in credit facilities at both the parent company and Ally Bank with a syndicate of nineteen lenders. The $11.0 billion capacity is secured by retail, lease, and dealer floorplan automotive assets and is allocated to two separate facilities, one is a $8.5 billion facility maturing in March 2015, which is available to the parent company, while the other is a $2.5 billion facility available to Ally Bank maturing in June 2014.
Ally Financial Inc. continued to access the public asset-backed securitization markets completing eight U.S. transactions that raised nearly $6.9 billion, with $3.8 billion and $3.1 billion raised by Ally Bank and the parent company, respectively.
We accessed the unsecured debt capital markets in the third quarter of 2013 and raised $2.1 billion.
Funding Sources
The following table summarizes debt and other sources of funding and the amount outstanding under each category for the periods shown.
($ in millions)
 
Bank
 
Parent
 
Total
 
%
September 30, 2013
 
 
 
 
 
 
 
 
Secured financings
 
$
22,609

 
$
11,577

 
$
34,186

 
29
Institutional term debt
 

 
24,531

 
24,531

 
21
Retail debt programs (a)
 

 
7,404

 
7,404

 
6
Total debt (b)
 
22,609

 
43,512

 
66,121

 
56
Deposits (c)
 
51,481

 
550

 
52,031

 
44
Total on-balance sheet funding
 
$
74,090

 
$
44,062

 
$
118,152

 
100
December 31, 2012
 
 
 
 
 
 
 
 
Secured financings
 
$
29,161

 
$
15,950

 
$
45,111

 
35
Institutional term debt
 

 
22,200

 
22,200

 
17
Retail debt programs (a)
 

 
13,451

 
13,451

 
10
Bank loans and other
 
2

 
164

 
166

 
Total debt (b)
 
29,163

 
51,765

 
80,928

 
62
Deposits (c)
 
46,932

 
983

 
47,915

 
38
Total on-balance sheet funding
 
$
76,095

 
$
52,748

 
$
128,843

 
100
(a)
Primarily includes $2.1 billion and $7.9 billion of Retail Term Notes at September 30, 2013 and December 31, 2012, respectively.
(b)
Excludes fair value adjustment as described in Note 22 to the Condensed Consolidated Financial Statements.
(c)
Bank deposits include retail, brokered, mortgage escrow, and other deposits. Parent deposits include dealer deposits. Intercompany deposits are not included.
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 2013 from 2012 levels, thus deposits represent a larger portion of the overall funding mix. Accordingly, the decline in committed funding facilities is attributed to the growth in Ally Bank deposits as well as to the sale of international businesses. Refer to Note 14 to the Condensed Consolidated Financial Statements for a summary of the scheduled maturity of long-term debt at September 30, 2013.

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Committed Funding Facilities
 
 
Outstanding
 
Unused Capacity (a)
 
Total Capacity
($ in billions)
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Bank funding
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
1.7

 
$
3.8

 
$
1.8

 
$
4.7

 
$
3.5

 
$
8.5

Parent funding
 

 

 

 

 

 

Unsecured (b)
 

 
0.1

 

 

 

 
0.1

Secured (c) (d) (e)
 
9.9

 
22.5

 
14.2

 
7.8

 
24.1

 
30.3

Total Parent funding
 
9.9

 
22.6

 
14.2

 
7.8

 
24.1

 
30.4

Shared capacity (f) (g)
 

 
1.1

 

 
3.0

 

 
4.1

Total committed facilities
 
$
11.6

 
$
27.5

 
$
16.0

 
$
15.5

 
$
27.6

 
$
43.0

(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 unsecured parent funding capacity represents committed funding for our discontinued international automobile financing business.
(c)
Total secured parent funding capacity includes committed funding for our discontinued international automobile financing business of $2.8 billion and $12.0 billion as of September 30, 2013 and December 31, 2012, respectively, with outstanding debt of $2.2 billion and $9.6 billion, respectively.
(d)
Total unused capacity includes $0.8 billion and $2.2 billion as of September 30, 2013 and December 31, 2012, respectively, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2013.
(e)
Includes the secured facilities of our Commercial Finance Group.
(f)
Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.
(g)
Total shared facilities includes committed funding for our discontinued international automobile financing business of $0.1 billion as of December 31, 2012, with outstanding debt of $0.1 billion.
Other Funding Facilities
 
 
Outstanding
 
Unused Capacity
 
Total Capacity
($ in billions)
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Bank funding
 

 

 

 

 

 

Secured
 

 

 

 

 

 

Federal Reserve funding programs
 
$

 
$

 
$
1.9

 
$
1.8

 
$
1.9

 
$
1.8

FHLB advances
 
2.8

 
4.8

 
2.9

 
0.4

 
5.7

 
5.2

Total bank funding
 
2.8

 
4.8


4.8


2.2


7.6


7.0

Parent funding
 

 

 

 

 

 

Unsecured
 
1.3

 
2.1

 

 
0.4

 
1.3

 
2.5

Secured
 

 
0.1

 

 
0.1

 

 
0.2

Total parent funding (a)
 
1.3

 
2.2

 

 
0.5

 
1.3

 
2.7

Total other facilities
 
$
4.1

 
$
7.0

 
$
4.8

 
$
2.7

 
$
8.9

 
$
9.7

(a)
Total parent funding capacity represents funding for our discontinued international automobile financing business.
Cash Flows
Net cash provided by operating activities was $4.4 billion for the nine months ended September 30, 2013, compared to $4.8 billion for the same period in 2012. The decrease in net cash provided by operating activities was primarily due to higher cash outflow to settle derivatives in the nine months ended September 30, 2013, compared to 2012. The decrease was partially offset by the net cash inflow from sales and repayment of mortgage and automotive loans held-for-sale exceeding cash outflow from new originations and purchases of such loans by $2.4 billion during the nine months ended September 30, 2013. During the nine months ended September 30, 2012, this activity resulted in a net cash inflow of $1.6 billion.
Net cash provided by investing activities was $3.5 billion for the nine months ended September 30, 2013, compared to a net cash outflow from investing activities of $7.7 billion for the same period in 2012. The increase in net cash provided from investing activities was primarily due to $6.9 billion of net cash proceeds resulting from the sale of international businesses during the nine months ended September 30, 2013, proceeds of $911 million from the sale of mortgage servicing rights, and an $8.3 billion decrease in net cash outflow from finance receivables and loans for the nine months ended September 30, 2013, compared to 2012. Cash used to purchase available-for-sale securities, net of proceeds from sales, maturities, and repayments, increased $6.3 billion during the nine months ended September 30, 2013, compared to the same period in 2012. The cash outflow to purchase operating lease assets exceeded cash inflows from disposals of such assets by $5.2 billion

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Ally Financial Inc. • Form 10-Q


for the nine months ended September 30, 2013, compared to a net cash outflow of $4.3 billion for the nine months ended September 30, 2012. The increase in net cash outflows associated with leasing activities was primarily due to an increase in cash used to acquire leased assets.
Net cash used in financing activities for the nine months ended September 30, 2013, totaled $10.9 billion, compared to net cash provided by financing of $7.0 billion in the same period in 2012. Cash used to repay long-term debt exceeded cash generated from long-term debt issuances by $13.4 billion for the nine months ended September 30, 2013, as cash generated from the sale of international businesses was used in part to pay down debt. During the nine months ended September 30, 2012, cash from issuances of long-term debt exceed repayments by $4.6 billion. Cash provided by short-term debt increased $0.7 billion in the nine months ended September 30, 2013, compared to 2012, while cash provided by deposits decreased by $0.6 billion.
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 plan to the FRB every January, which the FRB must take action on by the following March. The proposed capital plan must include a description of all planned capital actions over a nine-quarter planning horizon. The proposed capital 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 plan before Ally may take any proposed capital action.
Ally submitted the required 2013 capital plan in January 2013. In March 2013, the FRB objected to our capital plan both on quantitative and qualitative grounds. In their published results, the FRB estimated our stressed tier 1 common ratio with adjusted planned capital actions to be 1.52 for the nine-quarter planning period. Also, the FRB estimated our stressed tier 1 capital ratio to be 11.02 and our tier 1 leverage ratio to be 9.42. The FRB noted that the stressed capital ratios assumed Ally remained subject to a substantial amount of contingent liabilities associated with ResCap over the nine-quarter period. In June 2013, a settlement agreement was reached with ResCap's major creditors that will, if approved, substantially reduce our contingent liabilities associated with ResCap. Refer to Note 1 to the Condensed Consolidated Financial Statements for more details related to the ResCap bankruptcy matters.
Further, on August 19, 2013, we entered into investment agreements, with certain accredited investors, to issue and sell in a private placement an aggregate of 166,667 shares of our common stock, $0.01 par value per share, at an aggregate price of $1 billion. Refer to Note 16 for additional information regarding the investment agreements.
The FRB continues to provide their approval for dividend and interest payments on preferred equity and debt instruments included in regulatory capital, including preferred stock, trust preferred securities, and subordinated debt. In addition, in July 2013, in accordance with the requirements of the Dodd-Frank Act, Ally submitted to the FRB its results of a mid-year stress test conducted under multiple macroeconomic scenarios. Further, in September 2013 we submitted a revised capital plan. We continue to have active, frequent and constructive dialogue with the FRB related to our capital plan on both the quantitative and qualitative aspects.
Regulatory Capital
Refer to Note 19 to the Condensed Consolidated Financial Statements.
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-
 
Stable
 
May 24, 2013 (a)
Moody’s
 
Not Prime
 
B1
 
Review for Upgrade
 
October 2, 2013 (b)
S&P
 
C
 
B+
 
Watch Positive
 
May 16, 2013 (c)
DBRS
 
R-4
 
BB
 
Stable
 
July 3, 2013 (d)
(a)
Fitch affirmed our senior debt rating of BB-, our short term rating of B and changed the outlook to Stable on May 24, 2013.
(b)
Moody's placed our senior debt rating on review for possible upgrade on October 2, 2013.
(c)
Standard & Poor's affirmed our senior debt rating of B+, our short term rating of C, and placed our ratings on CreditWatch with positive implications on May 16, 2013.
(d)
DBRS upgraded our senior debt rating to BB, confirmed our short term rating of R-4, and changed the outlook to Stable on July 3, 2013.
Off-balance Sheet Arrangements
Refer to Note 9 to the Condensed Consolidated Financial Statements.

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Ally Financial Inc. • Form 10-Q


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 Note 1 and Note 26 to the Condensed Consolidated Financial Statements, on May 14, 2012, Residential Capital, LLC and certain of its wholly owned direct and indirect subsidiaries 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. As a result of the deconsolidation of ResCap, a significant portion of our representation and warranty reserve was eliminated. Further, on April 16, 2013, we completed the sale of a portfolio of agency MSRs to Ocwen and the sale included the transfer of the representation and warranty liabilities associated with the majority of the loans sold. Our representation and warranty reserve was $44 million at September 30, 2013 with respect to Ally Bank's sold and serviced loans for which we have retained representation and warranty obligation.
Overview
Ally Bank, within our Mortgage operations, sold loans that took 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, was 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.
Representation and Warranty Obligation Reserve Methodology
The 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.
On April 16, 2013, we completed the sales of agency MSRs to Ocwen and Quicken. The sale to Ocwen included the transfer of the origination representation and warranty liabilities (but not those related to servicing) on any and all claims following the sale of the MSRs through an indemnification agreement. However, Ally Bank retained all representation and warranty liability related to loans previously liquidated with a loss (e.g. GSEs completed a foreclosure) as well as the liability on outstanding claims at the time of the sale. The MSRs sale to Quicken did not include the transfer of representation and warranty liabilities. The repurchase reserve at September 30, 2013 reflects expected losses associated with the contractual obligation retained.
Total new repurchase claims received by Ally Bank were $55 million and $133 million for the three months and nine months ended September 30, 2013, respectively, compared to $113 million and $307 million for the same periods in 2012. The decrease in repurchase claims was driven by fewer new claims during the third quarter of 2013 due to the transfer of the representation and warranty liabilities associated with the agency MSRs sold to Ocwen. This was partially offset by an increase in repurchase claim activity during the three months ended September 30, 2013.
The total number and original unpaid principal balance (UPB) of loans related to unresolved representation and warranty demands (indemnification claims or repurchase demands) were 240 and $50 million, respectively, at September 30, 2013, compared to 259 and $58 million, respectively, at December 31, 2012. This 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 decreased to $4 million or 9% of outstanding claims at September 30, 2013, compared to $23 million or 40% of outstanding claims at December 31, 2012.

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Ally Financial Inc. • Form 10-Q


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 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 Financial Inc. bears the related credit loss on the loans. Repurchased loans are classified as held-for-sale and initially recorded at fair value.
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
Legal and regulatory reserves
Loan repurchase and obligations related to loan sales
Determination of provision for income taxes
As part of our quarterly assessment of critical accounting estimates, we concluded that in accordance with ASC 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 2012 Annual Report. 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 2012 Annual Report.
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 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.

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


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, 2013
 
December 31, 2012
Assets at fair value
 
$
18,711

 
$
20,408

As a percentage of total assets
 
12
%
 
11
%
Liabilities at fair value
 
$
228

 
$
2,468

As a percentage of total liabilities
 
n/m

 
2
%
Assets at fair value using Level 3 inputs
 
$
364

 
$
1,288

As a percentage of assets at fair value
 
2
%
 
6
%
Liabilities at fair value using Level 3 inputs
 
$

 
$
3

As a percentage of liabilities at fair value
 
%
 
n/m

n/m = not meaningful
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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Management's Discussion and Analysis
Ally Financial Inc. • Form 10-Q


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 tables present an analysis of net interest margin excluding discontinued operations for the periods shown.
 
 
2013
 
2012
 
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
 
$
7,150

 
$
3

 
0.17
%
 
$
13,517

 
$
8

 
0.24
%
 
$
(3
)
 
$
(2
)
 
$
(5
)
Trading assets
 

 

 

 

 

 

 

 

 

Investment securities (c)
 
15,724

 
79

 
1.99

 
11,414

 
58

 
2.02

 
22

 
(1
)
 
21

Loans held-for-sale, net
 
67

 

 

 
2,731

 
23

 
3.35

 
(11
)
 
(12
)
 
(23
)
Finance receivables and loans, net (d) (e)
 
94,999

 
1,119

 
4.67

 
95,180

 
1,141

 
4.77

 
(2
)
 
(20
)
 
(22
)
Investment in operating leases, net (f)
 
16,744

 
317

 
7.51

 
11,810

 
265

 
8.93

 
98

 
(46
)
 
52

Total interest-earning assets
 
134,684

 
1,518

 
4.47

 
134,652

 
1,495

 
4.42

 
104

 
(81
)
 
23

Noninterest-bearing cash and cash equivalents
 
1,546

 
 
 
 
 
1,489

 
 
 
 
 
 
 
 
 
 
Other assets (g)
 
15,463

 
 
 
 
 
47,498

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(1,197
)
 
 
 
 
 
(1,211
)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
150,496

 
 
 
 
 
$
182,428

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposit liabilities
 
$
50,886

 
$
163

 
1.27
%
 
$
42,470

 
$
158

 
1.48
%
 
$
29

 
$
(24
)
 
$
5

Short-term borrowings
 
4,505

 
15

 
1.32

 
3,389

 
20

 
2.35

 
6

 
(11
)
 
(5
)
Long-term debt (h) (i) (j)
 
63,333

 
609

 
3.81

 
78,130

 
851

 
4.33

 
(149
)
 
(93
)
 
(242
)
Total interest-bearing liabilities (h) (i) (k)
 
118,724

 
787

 
2.63

 
123,989

 
1,029

 
3.30

 
(114
)
 
(128
)
 
(242
)
Noninterest-bearing deposit liabilities
 
67

 
 
 
 
 
2,503

 
 
 
 
 
 
 
 
 
 
Total funding sources (i) (l)
 
118,791

 
787

 
2.63

 
126,492

 
1,029

 
3.24

 
 
 
 
 
 
Other liabilities (m)
 
12,664

 
 
 
 
 
37,417

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
131,455

 
 
 
 
 
163,909

 
 
 
 
 
 
 
 
 
 
Total equity
 
19,041

 
 
 
 
 
18,519

 
 
 
 
 
 
 
 
 
 
Total liabilities and equity
 
$
150,496

 
 
 
 
 
$
182,428

 
 
 
 
 
 
 
 
 
 
Net financing revenue
 
 
 
$
731

 
 
 
 
 
$
466

 
 
 
$
218

 
$
47

 
$
265

Net interest spread (n)
 
 
 
 
 
1.84
%
 
 
 
 
 
1.12
%
 
 
 
 
 
 
Net interest spread excluding original issue discount (n)
 
 
 
2.09
%
 
 
 
 
 
1.41
%
 
 
 
 
 
 
Net interest spread excluding original issue discount and including noninterest-bearing deposit liabilities (n)
 
 
 
2.09
%
 
 
 
 
 
1.47
%
 
 
 
 
 
 
Net yield on interest-earning assets (o)
 
 
 
 
 
2.15
%
 
 
 
 
 
1.38
%
 
 
 
 
 
 
Net yield on interest-earning assets excluding original issue discount (o)
 
 
 
2.34
%
 
 
 
 
 
1.60
%
 
 
 
 
 
 
(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 the three months ended September 30, 2013 and 2012, 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 2012 Annual Report.
(e)
Includes other interest income of $1 million during the three months ended September 30, 2012.
(f)
Includes gains on sale of $95 million and $34 million during the three months ended September 30, 2013 and 2012, respectively. Excluding these gains on sale, the annualized yield would be 5.26% and 7.78% at September 30, 2013 and 2012, respectively.
(g)
Includes average balances of assets of discontinued operations.
(h)
Includes the effects of derivative financial instruments designated as hedges.
(i)
Average balance includes $1,631 million and $1,873 million related to original issue discount at September 30, 2013 and 2012, respectively. Interest expense includes original issue discount amortization of $64 million and $76 million during the three months ended September 30, 2013 and 2012, respectively.
(j)
Excluding original issue discount the rate on long-term debt was 3.33% and 3.85% at September 30, 2013 and 2012, respectively.
(k)
Excluding original issue discount the rate on total interest-bearing liabilities was 2.38% and 3.01% at September 30, 2013 and 2012, respectively.
(l)
Excluding original issue discount the rate on total funding sources was 2.38% and 2.95% at September 30, 2013 and 2012, respectively.
(m)
Includes average balances of liabilities of discontinued operations.
(n)
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
(o)
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


 
 
2013
 
2012
 
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
 
$
6,582

 
$
8

 
0.16
%
 
$
11,111

 
$
19

 
0.23
%
 
$
(7
)
 
$
(4
)
 
$
(11
)
Trading assets
 

 

 

 
348

 
10

 
3.84

 
(5
)
 
(5
)
 
(10
)
Investment securities (c)
 
14,748

 
210

 
1.90

 
12,061

 
197

 
2.18

 
40

 
(27
)
 
13

Loans held-for-sale, net
 
790

 
19

 
3.22

 
2,771

 
74

 
3.57

 
(49
)
 
(6
)
 
(55
)
Finance receivables and loans, net (d) (e)
 
97,202

 
3,393

 
4.67

 
93,707

 
3,374

 
4.81

 
124

 
(105
)
 
19

Investment in operating leases, net (f)
 
15,528

 
905

 
7.79

 
10,532

 
693

 
8.79

 
298

 
(86
)
 
212

Total interest-earning assets
 
134,850

 
4,535

 
4.50

 
130,530

 
4,367

 
4.47

 
401

 
(233
)
 
168

Noninterest-bearing cash and cash equivalents
 
1,732

 
 
 
 
 
1,855

 
 
 
 
 
 
 
 
 
 
Other assets (g)
 
23,340

 
 
 
 
 
52,687

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(1,188
)
 
 
 
 
 
(1,246
)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
158,734

 
 
 
 
 
$
183,826

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposit liabilities
 
$
49,476

 
$
489

 
1.32
%
 
$
41,722

 
$
481

 
1.54
%
 
$
83

 
$
(75
)
 
$
8

Short-term borrowings
 
4,383

 
47

 
1.43

 
3,680

 
56

 
2.03

 
10

 
(19
)
 
(9
)
Long-term debt (h) (i) (j)
 
66,853

 
2,013

 
4.03

 
76,288

 
2,568

 
4.50

 
(300
)
 
(255
)
 
(555
)
Total interest-bearing liabilities (h) (i) (k)
 
120,712

 
2,549

 
2.82

 
121,690

 
3,105

 
3.41

 
(207
)
 
(349
)
 
(556
)
Noninterest-bearing deposit liabilities
 
677

 
 
 
 
 
2,297

 
 
 
 
 
 
 
 
 
 
Total funding sources (i) (l)
 
121,389

 
2,549

 
2.81

 
123,987

 
3,105

 
3.35

 
 
 
 
 
 
Other liabilities (m)
 
17,696

 
 
 
 
 
40,859

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
139,085

 
 
 
 
 
164,846

 
 
 
 
 
 
 
 
 
 
Total equity
 
19,649

 
 
 
 
 
18,980

 
 
 
 
 
 
 
 
 
 
Total liabilities and equity
 
$
158,734

 
 
 
 
 
$
183,826

 
 
 
 
 
 
 
 
 
 
Net financing revenue
 
 
 
$
1,986

 
 
 
 
 
$
1,262

 
 
 
$
608

 
$
116

 
$
724

Net interest spread (n)
 
 
 
 
 
1.68
%
 
 
 
 
 
1.06
%
 
 
 
 
 
 
Net interest spread excluding original issue discount (n)
 
 
 
1.91
%
 
 
 
 
 
1.42
%
 
 
 
 
 
 
Net interest spread excluding original issue discount and including noninterest-bearing deposit liabilities (n)
 
 
 
1.93
%
 
 
 
 
 
1.47
%
 
 
 
 
 
 
Net yield on interest-earning assets (o)
 
 
 
 
 
1.97
%
 
 
 
 
 
1.29
%
 
 
 
 
 
 
Net yield on interest-earning assets excluding original issue discount (o)
 
 
 
2.15
%
 
 
 
 
 
1.58
%
 
 
 
 
 
 
(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 $19 million and $18 million during the nine months ended September 30, 2013 and 2012, 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 2012 Annual Report.
(e)
Includes other interest income of $1 million and $4 million during the nine months ended September 30, 2013 and 2012, respectively.
(f)
Includes gains on sale of $250 million and $81 million during the nine months ended September 30, 2013 and 2012, respectively. Excluding these gains on sale, the annualized yield would be 5.64% and 7.76% at September 30, 2013 and 2012, respectively.
(g)
Includes average balances of assets of discontinued operations.
(h)
Includes the effects of derivative financial instruments designated as hedges.
(i)
Average balance includes $1,692 million and $1,966 million related to original issue discount at September 30, 2013 and 2012, respectively. Interest expense includes original issue discount amortization of $182 million and $280 million during the nine months ended September 30, 2013 and 2012, respectively.
(j)
Excluding original issue discount the rate on long-term debt was 3.57% and 3.91% at September 30, 2013 and 2012, respectively.
(k)
Excluding original issue discount the rate on total interest-bearing liabilities was 2.59% and 3.05% at September 30, 2013 and 2012, respectively.
(l)
Excluding original issue discount the rate on total funding sources was 2.57% and 3.00% at September 30, 2013 and 2012, respectively.
(m)
Includes average balances of liabilities of discontinued operations.
(n)
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
(o)
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; resolution of 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 sections 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 26 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 29 to our Annual Report on Form 10-K for the year ended December 31, 2012, as filed on March 1, 2013, with the U.S. Securities and Exchange Commission, as supplemented by the Current Report on Form 8-K filed with the SEC on July 9, 2013, and the Quarterly Reports on Form 10-Q for the three months ended March 31, 2013, and three months and six months ended June 30, 2013.
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 2012 Annual Report and subsequent quarterly reports on Form 10-Q for the three months ended March 31, 2013, and the three months and six months ended June 30, 2013.
There can be no assurance that the conditions to effectiveness of the bankruptcy plan (the Plan) will be satisfied or waived, and the failure of the Plan to become effective could result in, among other consequences, the pursuit of an alternative form of reorganization or liquidation, which may be less favorable to us. If AFI does not receive the releases provided in the Plan, the Debtors and/or third party creditors are expected to assert substantial claims directly against AFI, which could have a material adverse impact on us. Even if the Plan is 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.
On May 14, 2012, 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 (the Bankruptcy Court).
On May 14, 2013, Ally Financial Inc., on behalf of itself and certain of its subsidiaries (collectively, AFI) entered into a Plan Support Agreement (the PSA) with the Debtors, the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases (the Creditors' Committee), and certain creditors. The PSA, which was approved by the Bankruptcy Court on June 26, 2013, requires the parties to support a Chapter 11 plan in the Debtors' Chapter 11 cases (the Plan) that, among other things, settles and provides AFI full releases for all existing and potential claims between AFI and the Debtors, including all representation and warranty claims that reside with the Debtors (the Debtor Releases), and all pending and potential claims held by third parties related to the Debtors that could be brought against AFI (the Third Party Releases).
On July 3, 2013, the Debtors filed the Plan and related disclosure statement (the Disclosure Statement), with the Bankruptcy Court. The Bankruptcy Court entered an order approving the Disclosure Statement on August 23, 2013, and the Plan confirmation hearing is currently scheduled to commence on November 19, 2013. The Plan fully incorporates the terms of the PSA, including the Debtor Releases, as well as the Third Party Releases. As of the date hereof, AFI has agreed to settlements (the Settlements) with each of the Federal Housing Finance Agency (the FHFA) and the Federal Deposit Insurance Corporation, as receiver for certain failed banks (the FDIC), which provide, among other things, that in exchange for a monetary payment, the FHFA’s and FDIC’s pending litigation against AFI will be dismissed, and the claims will no longer be included as exceptions to the Third Party Releases. Also, the Plan will be amended to add Freddie Mac, and the FHFA as conservator for Freddie Mac and Fannie Mae, as exclusions from the Third Party Releases only with respect to certain ordinary-course representation and warranty repurchase claims against Ally Bank, as a former mortgage seller and servicer. The Settlements are not conditioned on the Plan becoming effective. It is possible that additional exceptions to the Third Party Releases could be added in the future with AFI’s consent.
Under the terms of the Plan, the effective date of the Plan must occur on or before the earlier of (i) 30 days after the Bankruptcy Court enters an order confirming the Plan (the Confirmation Order) or (ii) December 15, 2013. If this condition is not satisfied, the Plan allows AFI, the Debtors and/or the Creditors’ Committee to file a motion to vacate the Confirmation Order, which if approved, could result in the Plan becoming null and void. There are also several remaining conditions to be satisfied or waived before the Plan can be effective, including, the following: (i) the Confirmation Order must have been entered by the Bankruptcy Court and provide for, among other things, the Debtor Releases and Third Party Releases; (ii) the Confirmation Order must not have been stayed, modified, or vacated on appeal; (iii) AFI must have funded the contributions required under the Plan; and (iv) AFI's secured claims against the Debtors must have been fully satisfied. Moreover, the PSA includes a number of events that could result in the PSA being terminated, including the following: (i) the Bankruptcy Court enters an order appointing a Chapter 11 trustee; (ii) any of the Debtors' Chapter 11 cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; (iii) any court has entered a final, non-appealable judgment or order declaring any material portion of the PSA unenforceable; (iv) the releases set forth in the PSA are modified, amended, changed, severed or otherwise altered in the Plan or any other definitive document; and (v) the PSA ceases to be binding on AFI or the Creditors' Committee.
There can be no assurance that the conditions to effectiveness of the Plan will be satisfied or waived. The failure of the Plan to become effective could result in, among other consequences, the pursuit of an alternative form of reorganization or liquidation, which may be less favorable to AFI. Further, the termination of the PSA could result in, among other consequences, material modifications to the Plan, resulting in delay, significant expense and provisions that are less favorable to AFI. If AFI does not receive the releases described above, the Debtors and/or third party creditors are expected to assert substantial claims directly against AFI, which could have a material adverse impact on us.

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Ally Financial Inc. • Form 10-Q

Even if the Plan is 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.
The Consumer Financial Protection Bureau is currently investigating our business practices, which could result in material adverse consequences.
The Consumer Financial Protection Bureau (CFPB) is currently investigating credit practices of certain participants in the automotive finance industry. In connection with these investigations, the staff of the CFPB has recently advised us that they believe we have an obligation to prevent independent automotive dealers with which we do business from engaging in certain retail financing practices that the CFPB staff believes violate the anti-discrimination provisions of the Equal Credit Opportunity Act, and that they believe we have failed to fulfill this obligation. We understand that the CFPB has similarly advised other automobile finance companies. We are currently in discussions with the CFPB with respect to these matters. It is possible that this could result in material adverse consequences including, without limitation, settlements, fines, penalties, adverse regulatory actions, changes in our business practices, or other actions. However, we are unable to estimate any potential financial or other impact at this time that could result from these investigations, should any occur.
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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Signatures
Ally Financial Inc. • Form 10-Q


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 5th day of November, 2013.
 
 
 
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
 
 
 
10.1
Form of Investment Agreement
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of August 20, 2013 (File No. 1-3754), incorporated herein by reference.
 
 
 
10.2
Agreement in Respect of Securities Repurchase and Share Adjustment Provision, dated August 19, 2013, by and between United States Department of The Treasury and Ally Financial Inc.
Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated as of August 20, 2013 (File No. 1-3754), incorporated herein by reference.
 
 
 
10.3
Relinquishment Agreement, each dated August 19, 2013, among Ally Financial Inc. and each of FIM Holdings LLC and United States Department of The Treasury
Filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated as of August 20, 2013 (File No. 1-3754), incorporated herein by reference.
 
 
 
10.4
Stockholders Agreement, dated August 19, 2013, among Ally Financial Inc., FIM Holdings LLC and United States Department of The Treasury
Filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated as of August 20, 2013 (File No. 1-3754), incorporated herein by reference.
 
 
 
12
Computation of Ratio of Earnings to Fixed Charges
Filed herewith.
 
 
 
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed herewith.
 
 
 
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed herewith.
 
 
 
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.

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