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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013 or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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38-0572512
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Title of each class
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10.30% Deferred Interest Debentures due June 15, 2015
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Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A
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7.375% Notes due December 16, 2044
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8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Permitted Activities
—The Gramm-Leach-Bliley Act of 1999 (GLB Act) amended the BHC Act by providing a new regulatory framework applicable to “financial holding companies,” which are bank holding companies that meet certain qualifications and elect financial holding company status. The FRB supervises, examines, and regulates financial holding companies, as it does all bank holding companies. However, insurance and securities activities conducted by a financial holding company or its nonbank subsidiaries are regulated primarily by functional regulators. As a financial holding company, Ally is permitted to engage in a broader range of financial and related activities than those that are permissible for bank holding companies, in particular, securities,
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•
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Dodd-Frank Wall Street Reform and Consumer Protection Act
— On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, derivatives, restrictions on an insured bank’s transactions with its affiliates, lending limits, and mortgage-lending practices. When fully implemented, the Dodd-Frank Act will have material implications for Ally and the entire financial services industry. Among other things, it would:
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•
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result in Ally being subject to enhanced prudential standards, oversight and scrutiny as a result of being a bank holding company with $50 billion or more in total consolidated assets (large bank holding company);
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•
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increase the levels of capital and liquidity with which Ally must operate and affect how it plans capital and liquidity levels;
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•
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subject Ally to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees paid by Ally Bank to the FDIC;
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•
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potentially impact a number of Ally's business and risk management strategies;
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•
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potentially restrict the revenue that Ally generates from certain businesses;
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•
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require Ally to provide to the FRB and FDIC an annual plan for its rapid and orderly resolution in the event of material financial distress;
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•
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subject Ally to regulation by the Consumer Financial Protection Bureau (CFPB), which has very broad rule-making, examination, and enforcement authorities;
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•
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subject Ally to the Volcker Rule, which prohibits “proprietary trading” activities as well as investing in, sponsoring, or maintaining certain other relationships with “covered funds,” each as defined in the final implementing regulations and subject to important exemptions contained therein; and
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•
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subject derivatives that Ally enters into for hedging, risk management and other purposes to a comprehensive new regulatory regime which, over time, will require central clearing and execution on designated markets or execution facilities for certain standardized derivatives and impose margin, documentation, trade reporting and other new requirements.
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•
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Capital Adequacy Requirements
— Ally and Ally Bank are subject to various guidelines as established under FRB and FDIC regulations. Refer to
Note 20
to the Consolidated Financial Statements for additional information. See also “Basel Capital Accord” below.
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•
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Capital Planning and Stress Tests
— In December 2011, the FRB adopted a capital plan rule for large bank holding companies. The capital planning regime requires Ally to 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, including any issuance of a debt or equity capital instrument, any capital distribution, and any similar action that the FRB determines could have an impact on Ally's consolidated capital. The proposed action plan must also include a discussion of how Ally will maintain capital above the U.S. Basel III minimum regulatory capital ratios that are phased in over the nine-quarter planning horizon, 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's capital plan rule requires that Ally receive no objection from the FRB before making a capital distribution. If the FRB objects to the capital plan, or if certain material events occur after approval of a plan, Ally must submit a revised capital plan within 30 days. In addition, even with an approved capital plan, Ally must seek the approval of the FRB before making a capital distribution if, among other factors, Ally would not meet its regulatory capital requirements after making the proposed capital distribution.
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•
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Limitations on Bank and Bank Holding Company Dividends and Capital Distributions
— Utah law (and, in certain instances, federal law) places restrictions and limitations on dividends or other distributions payable by our banking subsidiary, Ally Bank, to Ally. Under the FRB’s capital plan rule, an objection to a large bank holding company’s capital plan generally prohibits it from paying dividends or making certain other capital distributions without specific FRB non-objection to such action. Even if a large bank holding company receives a non-objection to its capital plan, it may not pay a dividend or make certain other capital distributions without FRB approval under certain circumstances (e.g., after giving effect to the dividend or distribution, the bank holding company would not meet a minimum regulatory capital ratio or a Tier 1 common ratio of at least 5%). In addition, FRB supervisory guidance requires bank holding companies such as Ally to consult with the FRB prior to increasing dividends, implementing common stock repurchase programs or redeeming or repurchasing capital instruments. Such guidance provides for a supervisory capital assessment program that outlines FRB expectations concerning the processes that bank holding companies have in place to ensure they hold adequate capital under adverse conditions to maintain ready access to funding. The U.S. banking regulators are also authorized to prohibit a banking subsidiary or bank holding company from engaging in unsafe or unsound banking practices and, depending upon the circumstances, could find that paying a dividend or making a capital distribution would constitute an unsafe or unsound banking practice.
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•
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Transactions with Affiliates
— Certain transactions between Ally Bank and any of its nonbank “affiliates,” including but not limited to Ally, are subject to federal statutory and regulatory restrictions. Pursuant to these restrictions, unless otherwise exempted, “covered transactions” including Ally Bank's extensions of credit to and asset purchases from its nonbank affiliates, generally (1) are limited to 10% of Ally Bank's capital stock and surplus with respect to transactions with any individual affiliate, with an aggregate limit of 20% of Ally Bank's capital stock and surplus for all affiliates and all such transactions; (2) in the case of certain credit transactions, are subject to stringent collateralization requirements; (3) in the case of asset purchases by Ally Bank, may not involve the purchase of any asset deemed to be a “low quality asset” under federal banking guidelines; and (4) must be conducted in accordance with safe-and-sound banking practices (collectively, the Affiliate Transaction Restrictions). In addition, transactions between Ally Bank and a nonbank affiliate generally must be on market terms and conditions.
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Source of Strength
— Pursuant to the Federal Deposit Insurance Act, as amended by the Dodd-Frank Act, FRB policy and regulations and the Parent Company Agreement and the Capital and Liquidity Maintenance Agreement described in
Note 20
to the Consolidated Financial Statements, Ally is required to act as a source of financial and managerial strength to Ally Bank and is required to commit necessary capital and liquidity to support Ally Bank. This support may be required at inopportune times for Ally.
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•
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Enforcement Authority
— The FDIC and FRB have broad authority to issue orders to banks and bank holding companies to cease and desist from unsafe or unsound banking practices and from violations of laws, rules, regulations, or conditions imposed in writing by the banking agencies. The FDIC and FRB also are empowered to require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; limit dividends and distributions; restrict growth; assess civil money penalties against institutions or individuals who violate any laws, regulations, orders, or written agreements with the banking agencies; order termination of certain activities of bank holding companies or their subsidiaries; remove officers and directors; order divestiture of ownership or control of a nonbanking subsidiary by a bank holding company (in the case of the FRB); terminate deposit insurance (in the case of the FDIC); and/or place a bank into receivership (in the case of the FDIC).
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•
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Privacy
— The GLB Act imposes additional obligations on us to safeguard the information we maintain on our customers, requires us to provide notice of our privacy practices, and permits customers to “opt-out” of information sharing with unaffiliated parties. The U.S. banking regulators and the Federal Trade Commission have issued regulations that establish obligations to safeguard information. In addition, several states have enacted even more stringent privacy and safeguarding legislation. If a variety of inconsistent state privacy rules or requirements are enacted, our compliance costs could increase substantially.
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•
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Fair Credit Reporting Act
— The Fair Credit Reporting Act regulates the use of credit reports and the reporting of information to credit reporting agencies, and also provides a national legal standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. In late 2003, the Fair and Accurate Credit Transactions Act was enacted,
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•
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Truth in Lending Act
— The Truth in Lending Act (TILA), as amended, and Regulation Z, which implements TILA, requires lenders to provide borrowers with uniform, understandable information concerning terms and conditions in certain credit transactions. These rules apply to Ally and its subsidiaries in transactions in which they extend credit to consumers and require, in the case of certain mortgage and automotive financing transactions, conspicuous disclosure of the finance charge and annual percentage rate, if any. In addition, if an advertisement for credit states specific credit terms, Regulation Z requires that such advertisement state only those terms that actually are or will be arranged or offered by the creditor. The CFPB has recently issued substantial amendments to the mortgage requirements under TILA, and additional changes are likely in the future. Failure to comply with TILA can result in liability for damages as well as criminal and civil penalties.
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•
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Sarbanes-Oxley Act
— The Sarbanes-Oxley Act of 2002 implemented a broad range of corporate governance and accounting measures designed to promote honesty and transparency in corporate America. The principal provisions of the act include, among other things, (1) the creation of an independent accounting oversight board; (2) auditor independence provisions that restrict non-audit services that accountants may provide to their audit clients; (3) additional corporate governance and responsibility measures including the requirement that the principal executive and financial officers certify financial statements; (4) the potential forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer's securities by directors and senior officers in the twelve-month period following initial publication of any financial statements that later require restatement; (5) an increase in the oversight of and enhancement of certain requirements relating to audit committees and how they interact with the independent auditors; (6) requirements that audit committee members must be independent and are barred from accepting consulting, advisory, or other compensatory fees from the issuer; (7) requirements that companies disclose whether at least one member of the audit committee is a “financial expert” (as defined by the SEC) and, if not, why the audit committee does not have a financial expert; (8) a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions, on nonpreferential terms and in compliance with other bank regulatory requirements; (9) disclosure of a code of ethics; (10) requirements that management assess the effectiveness of internal control over financial reporting and that the Independent Registered Public Accounting firm attest to the assessment; and (11) a range of enhanced penalties for fraud and other violations.
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•
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USA PATRIOT Act/Anti-Money-Laundering Requirements
— In 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) was signed into law. Title III of the USA PATRIOT Act amends the Bank Secrecy Act and contains provisions designed to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities. The Bank Secrecy Act, as amended by the USA PATRIOT Act, requires bank holding companies, banks, and certain other financial companies to undertake activities including maintaining an anti-money-laundering program, verifying the identity of clients, monitoring for and reporting on suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies. We have implemented internal practices, procedures, and controls designed to comply with these anti-money-laundering requirements.
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•
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Community Reinvestment Act
— Under the Community Reinvestment Act (CRA), a bank has a continuing and affirmative obligation, consistent with the safe-and-sound operation of the institution, to help meet the credit needs of its entire community, including low- and moderate-income persons and neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions. However, institutions are rated on their performance in meeting the needs of their communities. Failure by Ally Bank to maintain a "satisfactory" or better rating under the CRA may adversely affect Ally's ability to make acquisitions and engage in new activities, and in the event of such a rating, the Federal Reserve must prohibit the financial holding company and its subsidiaries from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies.
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•
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result in Ally being subject to enhanced oversight and scrutiny as a result of being a bank holding company with $50 billion or more in total consolidated assets (large bank holding company);
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•
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increase the levels of capital and liquidity with which Ally must operate and affect how it plans capital and liquidity levels;
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•
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subject Ally to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees and any other similar assessments paid by Ally Bank to the FDIC;
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•
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potentially impact a number of Ally's business and risk management strategies;
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•
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potentially restrict the revenue that Ally generates from certain businesses;
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•
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require Ally to provide to the FRB and FDIC an annual plan for its rapid and orderly resolution in the event of material financial distress;
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•
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subject Ally to regulation by the CFPB, which has very broad rule-making, examination, and enforcement authorities; and
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•
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subject derivatives that Ally enters into for hedging, risk management and other purposes to a comprehensive new regulatory regime which, over time, will require central clearing and execution on designated markets or execution facilities for certain standardized derivatives and impose margin, documentation, trade reporting and other new requirements.
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•
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the selection, tenure and compensation of our management;
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our business strategy and product offerings;
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our relationship with our employees and other constituencies; and
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our financing activities, including the issuance of debt and equity securities.
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will increase our cost of funds;
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may reduce our consumer automotive financing volume by influencing customers to pay cash for, as opposed to financing, vehicle purchases or not to buy new vehicles;
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may negatively impact our ability to remarket off-lease vehicles; and
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will generally reduce the value of automotive financing loans and contracts and retained interests and fixed income securities held in our investment portfolio.
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Year ended December 31, (
$ in millions
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2013
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2012
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2011
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2010
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2009
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Total financing revenue and other interest income
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$
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8,093
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$
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7,342
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$
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6,671
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$
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7,156
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$
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8,069
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Interest expense
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3,319
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4,052
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4,606
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4,832
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4,876
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Depreciation expense on operating lease assets
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1,995
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1,399
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941
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1,251
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2,256
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Net financing revenue
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2,779
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1,891
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1,124
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1,073
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937
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Total other revenue
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1,484
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2,574
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2,288
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2,672
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3,226
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Total net revenue
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4,263
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4,465
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3,412
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3,745
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4,163
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Provision for loan losses
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501
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329
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161
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361
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3,584
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Total noninterest expense
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3,405
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3,622
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3,428
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3,621
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3,937
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Income (loss) from continuing operations before income tax (benefit) expense
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357
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514
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(177
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)
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(237
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)
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(3,358
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)
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Income tax (benefit) expense from continuing operations (a)
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(59
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)
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(856
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)
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42
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97
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12
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Net income (loss) from continuing operations
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416
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1,370
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(219
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)
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(334
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)
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(3,370
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)
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(Loss) income from discontinued operations, net of tax
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(55
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)
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(174
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)
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62
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1,363
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(6,973
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)
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Net income (loss)
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$
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361
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$
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1,196
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$
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(157
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)
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$
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1,029
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$
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(10,343
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)
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Basic and diluted earnings per common share:
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Net (loss) income from continuing operations
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$
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(468
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)
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$
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427
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$
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(738
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)
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$
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(2,742
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)
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$
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(8,677
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)
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Net (loss) income
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(509
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)
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296
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(691
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)
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(1,039
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)
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(21,850
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)
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Non-GAAP financial measures (b):
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Net income (loss)
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$
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361
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$
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1,196
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$
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(157
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)
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$
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1,029
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$
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(10,343
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)
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Add: Original issue discount amortization expense (c)
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249
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336
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962
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1,300
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1,143
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Add: Income tax (benefit) expense from continuing operations
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(59
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)
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(856
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)
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42
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|
|
97
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|
|
12
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|||||
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Less: (Loss) income from discontinued operations, net of tax
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(55
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)
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(174
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)
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62
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1,363
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(6,973
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)
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Core pretax income (loss) (b)
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$
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606
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$
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850
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$
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785
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$
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1,063
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$
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(2,215
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)
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(a)
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Effective June 30, 2009, we converted from a limited liability company into a corporation and, as a result, became subject to corporate U.S. federal, state, and local taxes. Our conversion to a corporation resulted in a change in tax status and a net deferred tax liability of $1.2 billion was established through income tax expense.
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(b)
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Core pretax income (loss) 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 and original issue discount amortization expense primarily associated with our 2008 bond exchange. We believe that the presentation of core pretax income (loss) is useful information for the users of our financial statements in understanding the earnings from our core businesses. In addition, core pretax income (loss) is an important measure that management uses to assess the performance of our operations. We believe that core pretax income (loss) 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.
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(c)
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Primarily represents original issue discount amortization expense associated with the significant private debt exchange completed during 2008.
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Year ended December 31, (
$ in millions
)
|
2013
|
|
2012
|
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2011
|
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2010
|
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2009
|
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Selected period-end balance sheet data:
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Total assets
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$
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151,167
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|
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$
|
182,347
|
|
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$
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184,059
|
|
|
$
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172,008
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|
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$
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172,306
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|
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Long-term debt
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$
|
69,465
|
|
|
$
|
74,561
|
|
|
$
|
92,885
|
|
|
$
|
86,703
|
|
|
$
|
88,066
|
|
|
Preferred stock
|
$
|
1,255
|
|
|
$
|
6,940
|
|
|
$
|
6,940
|
|
|
$
|
6,972
|
|
|
$
|
12,180
|
|
|
Total equity
|
$
|
14,208
|
|
|
$
|
19,898
|
|
|
$
|
19,280
|
|
|
$
|
20,398
|
|
|
$
|
20,794
|
|
|
Financial ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Return on assets (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss) from continuing operations
|
0.27
|
%
|
|
0.75
|
%
|
|
(0.12
|
)%
|
|
(0.19
|
)%
|
|
(1.89
|
)%
|
|||||
|
Net income (loss)
|
0.23
|
%
|
|
0.65
|
%
|
|
(0.09
|
)%
|
|
0.58
|
%
|
|
(5.81
|
)%
|
|||||
|
Core pretax income (loss)
|
0.39
|
%
|
|
0.46
|
%
|
|
0.43
|
%
|
|
0.60
|
%
|
|
(1.25
|
)%
|
|||||
|
Return on equity (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss) from continuing operations
|
2.22
|
%
|
|
7.24
|
%
|
|
(1.09
|
)%
|
|
(1.62
|
)%
|
|
(13.90
|
)%
|
|||||
|
Net income (loss)
|
1.92
|
%
|
|
6.32
|
%
|
|
(0.78
|
)%
|
|
4.98
|
%
|
|
(42.65
|
)%
|
|||||
|
Core pretax income (loss)
|
3.23
|
%
|
|
4.49
|
%
|
|
3.91
|
%
|
|
5.14
|
%
|
|
(9.13
|
)%
|
|||||
|
Equity to assets (a)
|
12.00
|
%
|
|
10.30
|
%
|
|
11.10
|
%
|
|
11.69
|
%
|
|
13.63
|
%
|
|||||
|
Net interest spread (a)(b)
|
1.75
|
%
|
|
1.18
|
%
|
|
0.69
|
%
|
|
0.81
|
%
|
|
0.31
|
%
|
|||||
|
Net interest spread excluding original issue discount (a)(b)
|
1.99
|
%
|
|
1.49
|
%
|
|
1.57
|
%
|
|
2.16
|
%
|
|
1.84
|
%
|
|||||
|
Net yield on interest-earning assets (a)(c)
|
2.03
|
%
|
|
1.40
|
%
|
|
0.92
|
%
|
|
1.02
|
%
|
|
0.94
|
%
|
|||||
|
Net yield on interest-earning assets excluding original issue discount (a)(c)
|
2.21
|
%
|
|
1.66
|
%
|
|
1.68
|
%
|
|
2.18
|
%
|
|
2.10
|
%
|
|||||
|
Regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Tier 1 capital (to risk-weighted assets) (d)
|
11.79
|
%
|
|
13.13
|
%
|
|
13.65
|
%
|
|
14.93
|
%
|
|
14.12
|
%
|
|||||
|
Total risk-based capital (to risk-weighted assets) (e)
|
12.76
|
%
|
|
14.07
|
%
|
|
14.69
|
%
|
|
16.30
|
%
|
|
15.52
|
%
|
|||||
|
Tier 1 leverage (to adjusted quarterly average assets) (f)
|
10.23
|
%
|
|
11.16
|
%
|
|
11.45
|
%
|
|
12.99
|
%
|
|
12.68
|
%
|
|||||
|
Total equity
|
$
|
14,208
|
|
|
$
|
19,898
|
|
|
$
|
19,280
|
|
|
$
|
20,398
|
|
|
$
|
20,794
|
|
|
Goodwill and certain other intangibles
|
(27
|
)
|
|
(494
|
)
|
|
(493
|
)
|
|
(532
|
)
|
|
(534
|
)
|
|||||
|
Unrealized gains and other adjustments
|
(1,560
|
)
|
|
(1,715
|
)
|
|
(262
|
)
|
|
(309
|
)
|
|
(447
|
)
|
|||||
|
Trust preferred securities
|
2,544
|
|
|
2,543
|
|
|
2,542
|
|
|
2,541
|
|
|
2,540
|
|
|||||
|
Tier 1 capital (d)
|
15,165
|
|
|
20,232
|
|
|
21,067
|
|
|
22,098
|
|
|
22,353
|
|
|||||
|
Preferred stock
|
(1,255
|
)
|
|
(6,940
|
)
|
|
(6,940
|
)
|
|
(6,972
|
)
|
|
(12,180
|
)
|
|||||
|
Trust preferred securities
|
(2,544
|
)
|
|
(2,543
|
)
|
|
(2,542
|
)
|
|
(2,541
|
)
|
|
(2,540
|
)
|
|||||
|
Tier 1 common capital (non-GAAP) (g)
|
$
|
11,366
|
|
|
$
|
10,749
|
|
|
$
|
11,585
|
|
|
$
|
12,585
|
|
|
$
|
7,633
|
|
|
Risk-weighted assets (h)
|
$
|
128,575
|
|
|
$
|
154,038
|
|
|
$
|
154,319
|
|
|
$
|
147,979
|
|
|
$
|
158,326
|
|
|
Tier 1 common (to risk-weighted assets) (g)
|
8.84
|
%
|
|
6.98
|
%
|
|
7.51
|
%
|
|
8.50
|
%
|
|
4.82
|
%
|
|||||
|
(a)
|
The ratios were computed based on average assets and average equity using a combination of monthly and daily average methodologies.
|
|
(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 the U.S. Department of Treasury (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.
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012
% change
|
|
Favorable/
(unfavorable) 2012-2011
% change
|
||||||
|
Total net revenue (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Dealer Financial Services
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Automotive Finance operations
|
|
$
|
3,427
|
|
|
$
|
3,149
|
|
|
$
|
2,952
|
|
|
9
|
|
7
|
|
Insurance operations
|
|
1,253
|
|
|
1,214
|
|
|
1,398
|
|
|
3
|
|
(13)
|
|||
|
Mortgage operations
|
|
76
|
|
|
1,308
|
|
|
559
|
|
|
(94)
|
|
134
|
|||
|
Corporate and Other
|
|
(493
|
)
|
|
(1,206
|
)
|
|
(1,497
|
)
|
|
59
|
|
19
|
|||
|
Total
|
|
$
|
4,263
|
|
|
$
|
4,465
|
|
|
$
|
3,412
|
|
|
(5)
|
|
31
|
|
Income (loss) from continuing operations before income tax (benefit) expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Dealer Financial Services
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Automotive Finance operations
|
|
$
|
1,271
|
|
|
$
|
1,389
|
|
|
$
|
1,333
|
|
|
(8)
|
|
4
|
|
Insurance operations
|
|
254
|
|
|
160
|
|
|
316
|
|
|
59
|
|
(49)
|
|||
|
Mortgage operations
|
|
(258
|
)
|
|
595
|
|
|
92
|
|
|
(143)
|
|
n/m
|
|||
|
Corporate and Other
|
|
(910
|
)
|
|
(1,630
|
)
|
|
(1,918
|
)
|
|
44
|
|
15
|
|||
|
Total
|
|
$
|
357
|
|
|
$
|
514
|
|
|
$
|
(177
|
)
|
|
(31)
|
|
n/m
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012
% change
|
|
Favorable/
(unfavorable) 2012-2011
% change
|
||||||
|
Net financing revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total financing revenue and other interest income
|
|
$
|
8,093
|
|
|
$
|
7,342
|
|
|
$
|
6,671
|
|
|
10
|
|
10
|
|
Interest expense
|
|
3,319
|
|
|
4,052
|
|
|
4,606
|
|
|
18
|
|
12
|
|||
|
Depreciation expense on operating lease assets
|
|
1,995
|
|
|
1,399
|
|
|
941
|
|
|
(43)
|
|
(49)
|
|||
|
Net financing revenue
|
|
2,779
|
|
|
1,891
|
|
|
1,124
|
|
|
47
|
|
68
|
|||
|
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net servicing (loss) income
|
|
(87
|
)
|
|
405
|
|
|
91
|
|
|
(121)
|
|
n/m
|
|||
|
Insurance premiums and service revenue earned
|
|
1,012
|
|
|
1,055
|
|
|
1,153
|
|
|
(4)
|
|
(8)
|
|||
|
Gain on mortgage and automotive loans, net
|
|
55
|
|
|
379
|
|
|
229
|
|
|
(85)
|
|
66
|
|||
|
Loss on extinguishment of debt
|
|
(59
|
)
|
|
(148
|
)
|
|
(64
|
)
|
|
60
|
|
(131)
|
|||
|
Other gain on investments, net
|
|
180
|
|
|
146
|
|
|
258
|
|
|
23
|
|
(43)
|
|||
|
Other income, net of losses
|
|
383
|
|
|
737
|
|
|
621
|
|
|
(48)
|
|
19
|
|||
|
Total other revenue
|
|
1,484
|
|
|
2,574
|
|
|
2,288
|
|
|
(42)
|
|
13
|
|||
|
Total net revenue
|
|
4,263
|
|
|
4,465
|
|
|
3,412
|
|
|
(5)
|
|
31
|
|||
|
Provision for loan losses
|
|
501
|
|
|
329
|
|
|
161
|
|
|
(52)
|
|
(104)
|
|||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
1,019
|
|
|
1,106
|
|
|
993
|
|
|
8
|
|
(11)
|
|||
|
Insurance losses and loss adjustment expenses
|
|
405
|
|
|
454
|
|
|
452
|
|
|
11
|
|
—
|
|||
|
Other operating expenses
|
|
1,981
|
|
|
2,062
|
|
|
1,983
|
|
|
4
|
|
(4)
|
|||
|
Total noninterest expense
|
|
3,405
|
|
|
3,622
|
|
|
3,428
|
|
|
6
|
|
(6)
|
|||
|
Income (loss) from continuing operations before income tax (benefit) expense
|
|
357
|
|
|
514
|
|
|
(177
|
)
|
|
(31)
|
|
n/m
|
|||
|
Income tax (benefit) expense from continuing operations
|
|
(59
|
)
|
|
(856
|
)
|
|
42
|
|
|
(93)
|
|
n/m
|
|||
|
Net income (loss) from continuing operations
|
|
$
|
416
|
|
|
$
|
1,370
|
|
|
$
|
(219
|
)
|
|
(70)
|
|
n/m
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012 % change |
|
Favorable/
(unfavorable)
2012-2011 % change |
||||||
|
Net financing revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Consumer
|
|
$
|
3,004
|
|
|
$
|
2,827
|
|
|
$
|
2,411
|
|
|
6
|
|
17
|
|
Commercial
|
|
1,061
|
|
|
1,152
|
|
|
1,134
|
|
|
(8)
|
|
2
|
|||
|
Loans held-for-sale
|
|
—
|
|
|
15
|
|
|
5
|
|
|
(100)
|
|
n/m
|
|||
|
Operating leases
|
|
3,209
|
|
|
2,379
|
|
|
1,929
|
|
|
35
|
|
23
|
|||
|
Other interest income
|
|
22
|
|
|
52
|
|
|
92
|
|
|
(58)
|
|
(43)
|
|||
|
Total financing revenue and other interest income
|
|
7,296
|
|
|
6,425
|
|
|
5,571
|
|
|
14
|
|
15
|
|||
|
Interest expense
|
|
2,142
|
|
|
2,199
|
|
|
2,100
|
|
|
3
|
|
(5)
|
|||
|
Depreciation expense on operating lease assets
|
|
1,995
|
|
|
1,399
|
|
|
941
|
|
|
(43)
|
|
(49)
|
|||
|
Net financing revenue
|
|
3,159
|
|
|
2,827
|
|
|
2,530
|
|
|
12
|
|
12
|
|||
|
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Servicing fees
|
|
58
|
|
|
109
|
|
|
161
|
|
|
(47)
|
|
(32)
|
|||
|
Gain on automotive loans, net
|
|
—
|
|
|
41
|
|
|
48
|
|
|
(100)
|
|
(15)
|
|||
|
Other income
|
|
210
|
|
|
172
|
|
|
213
|
|
|
22
|
|
(19)
|
|||
|
Total other revenue
|
|
268
|
|
|
322
|
|
|
422
|
|
|
(17)
|
|
(24)
|
|||
|
Total net revenue
|
|
3,427
|
|
|
3,149
|
|
|
2,952
|
|
|
9
|
|
7
|
|||
|
Provision for loan losses
|
|
494
|
|
|
253
|
|
|
89
|
|
|
(95)
|
|
(184)
|
|||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
450
|
|
|
416
|
|
|
395
|
|
|
(8)
|
|
(5)
|
|||
|
Other operating expenses
|
|
1,212
|
|
|
1,091
|
|
|
1,135
|
|
|
(11)
|
|
4
|
|||
|
Total noninterest expense
|
|
1,662
|
|
|
1,507
|
|
|
1,530
|
|
|
(10)
|
|
2
|
|||
|
Income from continuing operations before income tax (benefit) expense
|
|
$
|
1,271
|
|
|
$
|
1,389
|
|
|
$
|
1,333
|
|
|
(8)
|
|
4
|
|
Total assets (a)
|
|
$
|
109,312
|
|
|
$
|
128,411
|
|
|
$
|
112,591
|
|
|
(15)
|
|
14
|
|
(a)
|
The decline in total assets from 2012 to 2013 was primarily due to the sale of substantially all of our international automotive finance businesses. Refer to
Note 2
to the Consolidated Financial Statements for further details.
|
|
|
|
Consumer automotive
financing volume |
|
% Share of
manufacturer consumer sales |
|||||||||||
|
Year ended December 31, (
units in thousands
)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|||
|
GM new vehicles
|
|
611
|
|
|
579
|
|
|
707
|
|
|
29
|
|
30
|
|
38
|
|
Chrysler new vehicles
|
|
199
|
|
|
315
|
|
|
304
|
|
|
14
|
|
26
|
|
32
|
|
Other non-GM and non-Chrysler new vehicles
|
|
79
|
|
|
81
|
|
|
68
|
|
|
|
|
|
|
|
|
Used vehicles
|
|
498
|
|
|
485
|
|
|
466
|
|
|
|
|
|
|
|
|
Total consumer automotive financing volume
|
|
1,387
|
|
|
1,460
|
|
|
1,545
|
|
|
|
|
|
|
|
|
|
Consumer automotive
financing originations
|
|
% Share of
Ally originations
|
|||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
GM new vehicles
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
New retail standard
|
|
$
|
6,322
|
|
|
$
|
6,230
|
|
|
$
|
9,009
|
|
|
17
|
|
16
|
|
23
|
|
New retail subvented
|
|
4,416
|
|
|
5,960
|
|
|
6,734
|
|
|
12
|
|
15
|
|
17
|
|||
|
Lease
|
|
8,484
|
|
|
5,919
|
|
|
5,075
|
|
|
23
|
|
15
|
|
13
|
|||
|
Total GM new vehicle originations
|
|
19,222
|
|
|
18,109
|
|
|
20,818
|
|
|
|
|
|
|
|
|||
|
Chrysler new vehicles
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
New retail standard
|
|
3,468
|
|
|
4,431
|
|
|
4,062
|
|
|
9
|
|
12
|
|
10
|
|||
|
New retail subvented
|
|
390
|
|
|
1,971
|
|
|
2,454
|
|
|
1
|
|
5
|
|
6
|
|||
|
Lease
|
|
1,936
|
|
|
2,380
|
|
|
2,165
|
|
|
5
|
|
6
|
|
5
|
|||
|
Total Chrysler new vehicle originations
|
|
5,794
|
|
|
8,782
|
|
|
8,681
|
|
|
|
|
|
|
|
|||
|
Other new retail vehicles
|
|
2,269
|
|
|
2,178
|
|
|
1,684
|
|
|
6
|
|
6
|
|
4
|
|||
|
Other lease
|
|
171
|
|
|
93
|
|
|
76
|
|
|
1
|
|
—
|
|
—
|
|||
|
Used vehicles
|
|
9,874
|
|
|
9,581
|
|
|
8,990
|
|
|
26
|
|
25
|
|
22
|
|||
|
Total consumer automotive financing originations
|
|
$
|
37,330
|
|
|
$
|
38,743
|
|
|
$
|
40,249
|
|
|
|
|
|
|
|
|
•
|
Sale to dealer
— After the lessee declines an option to purchase the off-lease vehicle, the dealer who accepts the returned off-lease vehicle has the opportunity to purchase the vehicle directly from us at a price we define.
|
|
•
|
Internet auctions
— Once the lessee and dealer decline their options to purchase, we offer off-lease vehicles to dealers and certain other third parties in the United States through our proprietary internet site (SmartAuction). This internet sales program maximizes the net sales proceeds from off-lease vehicles by reducing the time between vehicle return and ultimate disposition, reducing holding costs, and broadening the number of prospective buyers. We maintain the internet auction site, set the pricing floors on vehicles, and administer the auction process. We earn a service fee for every vehicle sold through SmartAuction, which, in
2013
, was approximately 261,000 vehicles.
|
|
•
|
Physical auctions
— We dispose of our off-lease vehicles not purchased at termination by the lease consumer or dealer or sold on an internet auction through traditional official manufacturer-sponsored auctions. We are responsible for handling decisions at the auction including arranging for inspections, authorizing repairs and reconditioning, and determining whether bids received at auction should be accepted.
|
|
|
|
Average balance
|
|
% Share of
manufacturer franchise dealer inventory
|
||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
GM new vehicles (a)
|
|
$
|
15,650
|
|
|
$
|
15,331
|
|
|
$
|
13,407
|
|
|
67
|
|
71
|
|
78
|
|
Chrysler new vehicles (a)
|
|
6,885
|
|
|
6,693
|
|
|
6,228
|
|
|
50
|
|
58
|
|
67
|
|||
|
Other non-GM and non-Chrysler new vehicles
|
|
2,637
|
|
|
2,230
|
|
|
1,844
|
|
|
|
|
|
|
|
|||
|
Used vehicles
|
|
3,044
|
|
|
2,985
|
|
|
2,920
|
|
|
|
|
|
|
|
|||
|
Total commercial wholesale finance receivables
|
|
$
|
28,216
|
|
|
$
|
27,239
|
|
|
$
|
24,399
|
|
|
|
|
|
|
|
|
(a)
|
Share of manufacturer franchise dealer inventory based on a 13 month average of dealer inventory (excludes in-transit units).
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012 % change |
|
Favorable/
(unfavorable) 2012-2011 % change |
||||||
|
Insurance premiums and other income
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Insurance premiums and service revenue earned
|
|
$
|
1,012
|
|
|
$
|
1,055
|
|
|
$
|
1,153
|
|
|
(4)
|
|
(8)
|
|
Investment income
|
|
227
|
|
|
124
|
|
|
220
|
|
|
83
|
|
(44)
|
|||
|
Other income
|
|
14
|
|
|
35
|
|
|
25
|
|
|
(60)
|
|
40
|
|||
|
Total insurance premiums and other income
|
|
1,253
|
|
|
1,214
|
|
|
1,398
|
|
|
3
|
|
(13)
|
|||
|
Expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Insurance losses and loss adjustment expenses
|
|
405
|
|
|
454
|
|
|
452
|
|
|
11
|
|
—
|
|||
|
Acquisition and underwriting expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
62
|
|
|
61
|
|
|
61
|
|
|
(2)
|
|
—
|
|||
|
Insurance commissions expense
|
|
370
|
|
|
382
|
|
|
431
|
|
|
3
|
|
11
|
|||
|
Other expenses
|
|
162
|
|
|
157
|
|
|
138
|
|
|
(3)
|
|
(14)
|
|||
|
Total acquisition and underwriting expense
|
|
594
|
|
|
600
|
|
|
630
|
|
|
1
|
|
5
|
|||
|
Total expense
|
|
999
|
|
|
1,054
|
|
|
1,082
|
|
|
5
|
|
3
|
|||
|
Income from continuing operations before income tax (benefit) expense
|
|
$
|
254
|
|
|
$
|
160
|
|
|
$
|
316
|
|
|
59
|
|
(49)
|
|
Total assets
|
|
$
|
7,124
|
|
|
$
|
8,439
|
|
|
$
|
8,036
|
|
|
(16)
|
|
5
|
|
Insurance premiums and service revenue written
|
|
$
|
997
|
|
|
$
|
1,061
|
|
|
$
|
1,039
|
|
|
(6)
|
|
2
|
|
Combined ratio (a)
|
|
98.0
|
%
|
|
98.3
|
%
|
|
93.1
|
%
|
|
|
|
|
|||
|
(a)
|
Management uses a combined ratio as a primary measure of underwriting profitability. Underwriting profitability is indicated by a combined ratio under 100% and is calculated as the sum of all incurred losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenues earned and other fee income.
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Vehicle service contracts
|
|
|
|
|
|
|
||||||
|
New retail
|
|
$
|
421
|
|
|
$
|
406
|
|
|
$
|
376
|
|
|
Used retail
|
|
509
|
|
|
509
|
|
|
514
|
|
|||
|
Reinsurance
|
|
(143
|
)
|
|
(119
|
)
|
|
(103
|
)
|
|||
|
Total vehicle service contracts
|
|
787
|
|
|
796
|
|
|
787
|
|
|||
|
Wholesale
|
|
157
|
|
|
132
|
|
|
115
|
|
|||
|
Other finance and insurance (a)
|
|
53
|
|
|
133
|
|
|
137
|
|
|||
|
Total
|
|
$
|
997
|
|
|
$
|
1,061
|
|
|
$
|
1,039
|
|
|
(a)
|
Other finance and insurance includes GAP coverage, excess wear and tear, wind-down of Canadian personal lines, and other ancillary products. The wind-down of Canadian personal lines was zero for the year ended
December 31, 2013
and $58 million and $64 million for the years ended
December 31, 2012
and
2011
, respectively.
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Cash
|
|
|
|
|
||||
|
Noninterest-bearing cash
|
|
$
|
166
|
|
|
$
|
129
|
|
|
Interest-bearing cash
|
|
810
|
|
|
488
|
|
||
|
Total cash
|
|
976
|
|
|
617
|
|
||
|
Available-for-sale securities
|
|
|
|
|
||||
|
Debt securities
|
|
|
|
|
||||
|
U.S. Treasury and federal agencies
|
|
568
|
|
|
1,090
|
|
||
|
U.S. States and political subdivisions
|
|
315
|
|
|
—
|
|
||
|
Foreign government
|
|
288
|
|
|
303
|
|
||
|
Mortgage-backed
|
|
1,102
|
|
|
714
|
|
||
|
Asset-backed
|
|
37
|
|
|
8
|
|
||
|
Corporate debt
|
|
1,069
|
|
|
1,264
|
|
||
|
Total debt securities
|
|
3,379
|
|
|
3,379
|
|
||
|
Equity securities
|
|
940
|
|
|
1,148
|
|
||
|
Total available-for-sale securities
|
|
4,319
|
|
|
4,527
|
|
||
|
Total cash and securities
|
|
$
|
5,295
|
|
|
$
|
5,144
|
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012
% change
|
|
Favorable/
(unfavorable) 2012-2011
% change
|
||||||
|
Net financing revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total financing revenue and other interest income
|
|
$
|
378
|
|
|
$
|
617
|
|
|
$
|
758
|
|
|
(39)
|
|
(19)
|
|
Interest expense
|
|
302
|
|
|
468
|
|
|
553
|
|
|
35
|
|
15
|
|||
|
Net financing revenue
|
|
76
|
|
|
149
|
|
|
205
|
|
|
(49)
|
|
(27)
|
|||
|
Servicing fees
|
|
68
|
|
|
300
|
|
|
365
|
|
|
(77)
|
|
(18)
|
|||
|
Servicing asset valuation and hedge activities, net
|
|
(213
|
)
|
|
(4
|
)
|
|
(434
|
)
|
|
n/m
|
|
99
|
|||
|
Total servicing (loss) income, net
|
|
(145
|
)
|
|
296
|
|
|
(69
|
)
|
|
(149)
|
|
n/m
|
|||
|
Gain on mortgage loans, net
|
|
55
|
|
|
375
|
|
|
172
|
|
|
(85)
|
|
118
|
|||
|
Other income, net of losses
|
|
90
|
|
|
488
|
|
|
251
|
|
|
(82)
|
|
94
|
|||
|
Total other revenue
|
|
—
|
|
|
1,159
|
|
|
354
|
|
|
(100)
|
|
n/m
|
|||
|
Total net revenue
|
|
76
|
|
|
1,308
|
|
|
559
|
|
|
(94)
|
|
134
|
|||
|
Provision for loan losses
|
|
13
|
|
|
86
|
|
|
123
|
|
|
85
|
|
30
|
|||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
39
|
|
|
96
|
|
|
74
|
|
|
59
|
|
(30)
|
|||
|
Representation and warranty expense
|
|
104
|
|
|
171
|
|
|
—
|
|
|
39
|
|
n/m
|
|||
|
Other operating expenses
|
|
178
|
|
|
360
|
|
|
270
|
|
|
51
|
|
(33)
|
|||
|
Total noninterest expense
|
|
321
|
|
|
627
|
|
|
344
|
|
|
49
|
|
(82)
|
|||
|
(Loss) income from continuing operations before income tax (benefit) expense
|
|
$
|
(258
|
)
|
|
$
|
595
|
|
|
$
|
92
|
|
|
(143)
|
|
n/m
|
|
Total assets
|
|
$
|
8,168
|
|
|
$
|
14,744
|
|
|
$
|
33,906
|
|
|
(45)
|
|
(57)
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
Favorable/
(unfavorable) 2013-2012
% change
|
|
Favorable/
(unfavorable) 2012-2011
% change
|
||||||
|
Net financing loss
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total financing revenue and other interest income
|
|
$
|
298
|
|
|
$
|
157
|
|
|
$
|
195
|
|
|
90
|
|
(19)
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Original issue discount amortization
|
|
262
|
|
|
349
|
|
|
925
|
|
|
25
|
|
62
|
|||
|
Other interest expense
|
|
549
|
|
|
957
|
|
|
943
|
|
|
43
|
|
(1)
|
|||
|
Total interest expense
|
|
811
|
|
|
1,306
|
|
|
1,868
|
|
|
38
|
|
30
|
|||
|
Net financing loss (a)
|
|
(513
|
)
|
|
(1,149
|
)
|
|
(1,673
|
)
|
|
55
|
|
31
|
|||
|
Other revenue (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Loss on extinguishment of debt
|
|
(59
|
)
|
|
(148
|
)
|
|
(64
|
)
|
|
60
|
|
(131)
|
|||
|
Other gain on investments, net
|
|
3
|
|
|
69
|
|
|
84
|
|
|
(96)
|
|
(18)
|
|||
|
Other income, net of losses
|
|
76
|
|
|
22
|
|
|
156
|
|
|
n/m
|
|
(86)
|
|||
|
Total other revenue (expense)
|
|
20
|
|
|
(57
|
)
|
|
176
|
|
|
135
|
|
(132)
|
|||
|
Total net loss
|
|
(493
|
)
|
|
(1,206
|
)
|
|
(1,497
|
)
|
|
59
|
|
19
|
|||
|
Provision for loan losses
|
|
(6
|
)
|
|
(10
|
)
|
|
(51
|
)
|
|
(40)
|
|
(80)
|
|||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
468
|
|
|
533
|
|
|
463
|
|
|
12
|
|
(15)
|
|||
|
Other operating expense (b)
|
|
(45
|
)
|
|
(99
|
)
|
|
9
|
|
|
(55)
|
|
n/m
|
|||
|
Total noninterest expense
|
|
423
|
|
|
434
|
|
|
472
|
|
|
3
|
|
8
|
|||
|
Loss from continuing operations before income tax (benefit) expense
|
|
$
|
(910
|
)
|
|
$
|
(1,630
|
)
|
|
$
|
(1,918
|
)
|
|
44
|
|
15
|
|
Total assets
|
|
$
|
26,563
|
|
|
$
|
30,753
|
|
|
$
|
29,526
|
|
|
(14)
|
|
4
|
|
(a)
|
Refer to the table that follows for further details on the components of net financing loss.
|
|
(b)
|
Includes a reduction of $739 million, $814 million, and $757 million for the years ended
December 31, 2013
,
2012
, and
2011
, respectively, related to the allocation of corporate overhead expenses to other segments. The receiving segments record their allocation of corporate overhead expense within other operating expense.
|
|
At and for the year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Original issue discount amortization
|
|
|
|
|
|
|
||||||
|
2008 bond exchange amortization
|
|
$
|
(241
|
)
|
|
$
|
(320
|
)
|
|
$
|
(886
|
)
|
|
Other debt issuance discount amortization
|
|
(21
|
)
|
|
(29
|
)
|
|
(39
|
)
|
|||
|
Total original issue discount amortization (a)
|
|
(262
|
)
|
|
(349
|
)
|
|
(925
|
)
|
|||
|
Net impact of the funds transfer pricing methodology
|
|
|
|
|
|
|
||||||
|
Unallocated liquidity costs (b)
|
|
(318
|
)
|
|
(586
|
)
|
|
(564
|
)
|
|||
|
Funds-transfer pricing / cost of funds mismatch (c)
|
|
235
|
|
|
170
|
|
|
42
|
|
|||
|
Unassigned equity costs (d)
|
|
(225
|
)
|
|
(443
|
)
|
|
(315
|
)
|
|||
|
Total net impact of the funds transfer pricing methodology
|
|
(308
|
)
|
|
(859
|
)
|
|
(837
|
)
|
|||
|
Other (including Commercial Finance Group net financing revenue)
|
|
57
|
|
|
59
|
|
|
89
|
|
|||
|
Total net financing losses for Corporate and Other
|
|
$
|
(513
|
)
|
|
$
|
(1,149
|
)
|
|
$
|
(1,673
|
)
|
|
Outstanding original issue discount balance
|
|
$
|
1,589
|
|
|
$
|
1,840
|
|
|
$
|
2,194
|
|
|
(a)
|
Amortization is included as interest on long-term debt in the
Consolidated Statement of 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.
|
|
Year ended December 31,
($ in millions)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and thereafter (a)
|
|
Total
|
||||||||||
|
Original issue discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Outstanding balance
|
|
$
|
1,399
|
|
|
$
|
1,340
|
|
|
$
|
1,274
|
|
|
$
|
1,198
|
|
|
$1,107
|
|
$—
|
|
|
||
|
Total amortization (b)
|
|
190
|
|
|
59
|
|
|
65
|
|
|
77
|
|
|
90
|
|
1,108
|
|
$
|
1,589
|
|
||||
|
2008 bond exchange amortization (c)
|
|
166
|
|
|
43
|
|
|
53
|
|
|
66
|
|
|
82
|
|
977
|
|
1,387
|
|
|||||
|
(a)
|
The maximum annual scheduled amortization for any individual year is $158 million in 2030 of which $152 million is related to 2008 bond exchange amortization.
|
|
(b)
|
The amortization is included as interest on long-term debt on the
Consolidated Statement of Income
.
|
|
(c)
|
2008 bond exchange amortization is included in total amortization.
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Cash
|
|
|
|
|
||||
|
Noninterest-bearing cash
|
|
$
|
1,123
|
|
|
$
|
944
|
|
|
Interest-bearing cash
|
|
3,396
|
|
|
5,942
|
|
||
|
Total cash
|
|
4,519
|
|
|
6,886
|
|
||
|
Available-for-sale securities
|
|
|
|
|
||||
|
Debt securities
|
|
|
|
|
||||
|
U.S. Treasury and federal agencies
|
|
859
|
|
|
1,124
|
|
||
|
Mortgage-backed
|
|
9,718
|
|
|
6,191
|
|
||
|
Asset-backed
|
|
2,183
|
|
|
2,332
|
|
||
|
Total debt securities
|
|
12,760
|
|
|
9,647
|
|
||
|
Equity securities
|
|
4
|
|
|
4
|
|
||
|
Total available-for-sale securities
|
|
12,764
|
|
|
9,651
|
|
||
|
Total cash and securities
|
|
$
|
17,283
|
|
|
$
|
16,537
|
|
|
•
|
Credit risk
— The risk of loss arising from an obligor not meeting its contractual obligations to our firm.
|
|
•
|
Lease Residual risk
— The risk of loss arising from the possibility that the actual proceeds realized upon the sale of returned vehicles will be lower than the projection of the values used in establishing the pricing at lease inception.
|
|
•
|
Market risk
— The risk of loss arising from changes in the fair value of our assets or liabilities (including derivatives) caused by movements in market variables, such as interest rates, foreign-exchange rates, and equity and commodity prices.
|
|
•
|
Operational risk
— The risk of loss arising from inadequate or failed processes or systems, human factors, or external events.
|
|
•
|
Insurance/Underwriting risk
— The risk of loss associated with insured events occurring, the severity of insured events, and the timing of claim payments arising from insured events.
|
|
•
|
Liquidity risk
— The risk that our financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet our financial obligations, and to withstand unforeseen liquidity stress events (see Liquidity Management, Funding, and Regulatory Capital discussion within this MD&A).
|
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
||||
|
Finance receivables and loans
|
|
|
|
|
||||
|
Dealer Financial Services
|
|
$
|
90,220
|
|
|
$
|
86,542
|
|
|
Mortgage operations
|
|
8,444
|
|
|
9,821
|
|
||
|
Corporate and Other
|
|
1,664
|
|
|
2,692
|
|
||
|
Total finance receivables and loans
|
|
100,328
|
|
|
99,055
|
|
||
|
Held-for-sale loans
|
|
|
|
|
||||
|
Dealer Financial Services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mortgage operations
|
|
16
|
|
|
2,490
|
|
||
|
Corporate and Other
|
|
19
|
|
|
86
|
|
||
|
Total held-for-sale loans
|
|
35
|
|
|
2,576
|
|
||
|
Total on-balance sheet loans
|
|
$
|
100,363
|
|
|
$
|
101,631
|
|
|
Off-balance sheet securitized loans
|
|
|
|
|
||||
|
Dealer Financial Services
|
|
$
|
899
|
|
|
$
|
1,495
|
|
|
Mortgage operations
|
|
—
|
|
|
119,384
|
|
||
|
Corporate and Other
|
|
—
|
|
|
—
|
|
||
|
Total off-balance sheet securitized loans
|
|
$
|
899
|
|
|
$
|
120,879
|
|
|
Operating lease assets
|
|
|
|
|
||||
|
Dealer Financial Services
|
|
$
|
17,680
|
|
|
$
|
13,550
|
|
|
Mortgage operations
|
|
—
|
|
|
—
|
|
||
|
Corporate and Other
|
|
—
|
|
|
—
|
|
||
|
Total operating lease assets
|
|
$
|
17,680
|
|
|
$
|
13,550
|
|
|
Serviced loans and leases
|
|
|
|
|
||||
|
Dealer Financial Services
|
|
$
|
111,589
|
|
|
$
|
134,122
|
|
|
Mortgage operations (a)
|
|
8,333
|
|
|
130,324
|
|
||
|
Corporate and Other
|
|
1,498
|
|
|
1,344
|
|
||
|
Total serviced loans and leases
|
|
$
|
121,420
|
|
|
$
|
265,790
|
|
|
(a)
|
Includes primary mortgage loan-servicing portfolio only, which includes on-balance sheet loans of $8.3 billion and $10.9 billion at
December 31, 2013
and
December 31, 2012
, respectively.
|
|
•
|
Finance receivables and loans
— Loans that we have the intent and ability to hold for the foreseeable future or until maturity, or loans associated with an on-balance sheet securitization classified as secured financing. These loans are recorded at the principal amount outstanding, net of unearned income, premiums and discounts, and allowances. We manage the economic risks of these exposures, including credit risk, by adjusting underwriting standards and risk limits, augmenting our servicing and collection activities (including loan modifications and restructurings), and optimizing our product and geographic concentrations. Additionally, we have elected to account for certain mortgage loans at fair value. Changes in the fair value of these loans are recognized in a valuation allowance separate from the allowance for loan losses and were reflected in current period earnings. We used market-based instruments, such as derivatives, to hedge changes in the fair value of these loans.
|
|
•
|
Held-for-sale loans
— Loans that we do not have the intent and ability to hold for the foreseeable future or until maturity. These loans are recorded on our balance sheet at the lower of cost or estimated fair value and are evaluated by portfolio and product type. Changes in the recorded value are recognized in a valuation allowance and reflected in current period earnings. We manage the economic risks of these exposures, including market and credit risks, in various ways including the use of market-based instruments such as derivatives.
|
|
•
|
Off-balance sheet securitized loans
— Loans that we transfer off-balance sheet to nonconsolidated variable interest entities. We primarily report this exposure as cash, servicing rights, or retained interests (if applicable). Similar to finance receivables and loans, we manage the economic risks of these exposures, including credit risk, through activities including servicing and collections.
|
|
•
|
Operating lease assets
— The net book value of the automobile assets we lease includes the expected residual values upon remarketing the vehicles at the end of the lease. We are exposed to fluctuations in the expected residual value upon remarketing the vehicle at the end of the lease, and as such at
contract inception, we determine the projected residual value based on an internal evaluation of the expected future value. This evaluation is based on a proprietary model, which includes variables such as age, mileage, seasonality, segment factors, vehicle type, economic indicators and production cycle. This internally generated data is compared against third party, independent data for reasonableness
.
Periodically, we revise the projected value of the lease vehicle at termination based on current market conditions and adjust depreciation expense appropriately over the remaining life of the contract. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value resulting in a gain or loss on remarketing recorded through depreciation expense
.
The balance sheet reflects both the lease asset as well as any associated rent receivables. The lease rent receivable is a component of other assets. A valuation allowance representing the uncollectible portion of the lease rent receivable is recorded directly against this receivable. The lease asset is reviewed for impairment in accordance with applicable accounting standards.
|
|
•
|
Serviced loans and leases
— Loans that we service on behalf of our customers or another financial institution. As such, these loans can be on or off our balance sheet. For our serviced consumer automobile loans, we do not recognize servicing assets or liabilities because we receive a fee that adequately compensates us for the servicing costs. Historically, for our MSRs, we would record an asset (at fair value) based on whether the expected servicing benefits would exceed the expected servicing costs.
|
|
|
|
Outstanding
|
|
Nonperforming (a)
|
|
Accruing past due 90 days or more (b)
|
||||||||||||||||||
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Finance receivables and loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Loans at historical cost
|
|
$
|
64,860
|
|
|
$
|
63,536
|
|
|
$
|
521
|
|
|
$
|
642
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Loans at fair value
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total finance receivables and loans
|
|
64,861
|
|
|
63,536
|
|
|
521
|
|
|
642
|
|
|
1
|
|
|
1
|
|
||||||
|
Loans held-for-sale
|
|
16
|
|
|
2,490
|
|
|
9
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||||
|
Total consumer loans
|
|
64,877
|
|
|
66,026
|
|
|
530
|
|
|
667
|
|
|
1
|
|
|
1
|
|
||||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Finance receivables and loans at historical cost
|
|
35,467
|
|
|
35,519
|
|
|
204
|
|
|
216
|
|
|
—
|
|
|
—
|
|
||||||
|
Loans held-for-sale
|
|
19
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total commercial loans
|
|
35,486
|
|
|
35,605
|
|
|
204
|
|
|
216
|
|
|
—
|
|
|
—
|
|
||||||
|
Total on-balance sheet loans
|
|
$
|
100,363
|
|
|
$
|
101,631
|
|
|
$
|
734
|
|
|
$
|
883
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
(a)
|
Includes nonaccrual troubled debt restructured loans (TDRs) of $312 million and $419 million at
December 31, 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
December 31, 2013
and
December 31, 2012
.
|
|
|
|
Net charge-offs (recoveries)
|
|
Net charge-off ratios (a)
|
||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012 (b)
|
|
2013
|
|
2012
|
||||||
|
Consumer
|
|
|
|
|
|
|
|
|
||||||
|
Finance receivables and loans at historical cost
|
|
$
|
477
|
|
|
$
|
507
|
|
|
0.7
|
%
|
|
0.7
|
%
|
|
Commercial
|
|
|
|
|
|
|
|
|
||||||
|
Finance receivables and loans at historical cost
|
|
(5
|
)
|
|
(33
|
)
|
|
—
|
|
|
(0.1
|
)
|
||
|
Total finance receivables and loans at historical cost
|
|
$
|
472
|
|
|
$
|
474
|
|
|
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 year for each loan category.
|
|
(b)
|
Includes $102 million of international consumer net charge-offs and $30 million of international commercial recoveries.
|
|
|
|
Outstanding
|
|
Nonperforming (a)
|
|
Accruing past due 90 days or more (b)
|
||||||||||||||||||
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Consumer automobile (c)
|
|
$
|
56,417
|
|
|
$
|
53,715
|
|
|
$
|
329
|
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Consumer mortgage
|
|
8,443
|
|
|
9,821
|
|
|
192
|
|
|
382
|
|
|
1
|
|
|
1
|
|
||||||
|
Total consumer finance receivables and loans
|
|
$
|
64,860
|
|
|
$
|
63,536
|
|
|
$
|
521
|
|
|
$
|
642
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
(a)
|
Includes nonaccrual troubled debt restructured loans of $237 million and $373 million at
December 31, 2013
, and
December 31, 2012
, respectively.
|
|
(b)
|
There were no troubled debt restructured loans classified as 90 days past due and still accruing at
December 31, 2013
and
December 31, 2012
.
|
|
(c)
|
Includes $1 million of fair value adjustment for loans in hedge accounting relationships at
December 31, 2013
. Refer to
Note 21
to the
Consolidated Financial Statements
for additional information.
|
|
|
|
Net charge-offs
|
|
Net charge-off ratios (a)
|
||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012 (b)
|
|
2013
|
|
2012
|
||||||
|
Consumer automobile
|
|
$
|
402
|
|
|
$
|
369
|
|
|
0.7
|
%
|
|
0.5
|
%
|
|
Consumer mortgage
|
|
75
|
|
|
138
|
|
|
0.8
|
|
|
1.4
|
|
||
|
Total consumer finance receivables and loans
|
|
$
|
477
|
|
|
$
|
507
|
|
|
0.7
|
%
|
|
0.7
|
%
|
|
(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 year for each loan category.
|
|
(b)
|
Includes $102 million of international consumer automobile net charge-offs.
|
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012 (a)
|
||||
|
Consumer automobile
|
|
$
|
26,739
|
|
|
$
|
40,004
|
|
|
Consumer mortgage
|
|
6,804
|
|
|
32,465
|
|
||
|
Total consumer loan originations
|
|
$
|
33,543
|
|
|
$
|
72,469
|
|
|
|
|
2013 (a)
|
|
2012
|
||||||||
|
December 31,
|
|
Automobile
|
|
1st Mortgage and home equity
|
|
Automobile
|
|
1st Mortgage and home equity
|
||||
|
Texas
|
|
13.2
|
%
|
|
5.8
|
%
|
|
12.9
|
%
|
|
5.8
|
%
|
|
California
|
|
5.8
|
|
|
29.5
|
|
|
5.6
|
|
|
29.2
|
|
|
Florida
|
|
7.0
|
|
|
3.6
|
|
|
6.7
|
|
|
3.6
|
|
|
Pennsylvania
|
|
5.3
|
|
|
1.7
|
|
|
5.2
|
|
|
1.6
|
|
|
Illinois
|
|
4.4
|
|
|
4.4
|
|
|
4.3
|
|
|
4.8
|
|
|
Michigan
|
|
4.4
|
|
|
3.9
|
|
|
5.0
|
|
|
4.1
|
|
|
New York
|
|
4.3
|
|
|
1.9
|
|
|
4.6
|
|
|
2.0
|
|
|
Georgia
|
|
4.0
|
|
|
2.1
|
|
|
3.7
|
|
|
1.9
|
|
|
Ohio
|
|
4.0
|
|
|
0.7
|
|
|
4.0
|
|
|
0.8
|
|
|
North Carolina
|
|
3.4
|
|
|
1.9
|
|
|
3.3
|
|
|
2.0
|
|
|
Other United States
|
|
44.2
|
|
|
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
December 31, 2013
.
|
|
|
|
Outstanding
|
|
Nonperforming (a)
|
|
Accruing past due
90 days or more (b)
|
||||||||||||||||||
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Automobile
|
|
$
|
30,948
|
|
|
$
|
30,270
|
|
|
$
|
116
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other (c)
|
|
1,664
|
|
|
2,697
|
|
|
74
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||||
|
Commercial real estate - Automobile
|
|
2,855
|
|
|
2,552
|
|
|
14
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||||
|
Total commercial finance receivables and loans
|
|
$
|
35,467
|
|
|
$
|
35,519
|
|
|
$
|
204
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(a)
|
Includes nonaccrual troubled debt restructured loans of $75 million and $29 million at
December 31, 2013
, and
December 31, 2012
, respectively.
|
|
(b)
|
There were no troubled debt restructured loans classified as 90 days past due and still accruing at
December 31, 2013
and
December 31, 2012
.
|
|
(c)
|
Other commercial primarily includes senior secured commercial lending.
|
|
|
|
Net charge-offs (recoveries)
|
|
Net charge-off ratios (a)
|
||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
||||||
|
Automobile
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
Mortgage
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||
|
Other
|
|
(7
|
)
|
|
(31
|
)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
||
|
Commercial real estate - Automobile
|
|
2
|
|
|
(1
|
)
|
|
0.1
|
|
|
—
|
|
||
|
Total commercial finance receivables and loans
|
|
$
|
(5
|
)
|
|
$
|
(33
|
)
|
|
—
|
%
|
|
(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 year for each loan category.
|
|
December 31,
|
|
2013
|
|
2012
|
||
|
Geographic region
|
|
|
|
|
||
|
Texas
|
|
13.2
|
%
|
|
13.0
|
%
|
|
Florida
|
|
12.6
|
|
|
11.7
|
|
|
Michigan
|
|
11.6
|
|
|
12.6
|
|
|
California
|
|
9.2
|
|
|
9.3
|
|
|
New York
|
|
4.5
|
|
|
4.9
|
|
|
North Carolina
|
|
4.1
|
|
|
3.9
|
|
|
Virginia
|
|
3.8
|
|
|
3.9
|
|
|
Pennsylvania
|
|
3.3
|
|
|
3.3
|
|
|
Georgia
|
|
3.1
|
|
|
3.0
|
|
|
Illinois
|
|
2.5
|
|
|
1.8
|
|
|
Other United States
|
|
32.1
|
|
|
32.6
|
|
|
Total commercial real estate finance receivables and loans
|
|
100.0
|
%
|
|
100.0
|
%
|
|
December 31,
|
|
2013
|
|
2012
|
||
|
Industry
|
|
|
|
|
||
|
Automotive
|
|
91.4
|
%
|
|
85.7
|
%
|
|
Electronics
|
|
3.4
|
|
|
1.2
|
|
|
Services
|
|
2.5
|
|
|
4.9
|
|
|
Other
|
|
2.7
|
|
|
8.2
|
|
|
Total commercial criticized finance receivables and loans
|
|
100.0
|
%
|
|
100.0
|
%
|
|
December 31, 2013
(
$ in millions
)
|
Within 1 year (a)
|
|
1-5 years
|
|
After 5 years
|
|
Total (b)
|
||||||||
|
Commercial and industrial
|
$
|
30,442
|
|
|
$
|
2,053
|
|
|
$
|
117
|
|
|
$
|
32,612
|
|
|
Commercial real estate
|
82
|
|
|
2,082
|
|
|
691
|
|
|
2,855
|
|
||||
|
Total commercial finance receivables and loans
|
$
|
30,524
|
|
|
$
|
4,135
|
|
|
$
|
808
|
|
|
$
|
35,467
|
|
|
Loans at fixed interest rates
|
|
|
$
|
1,919
|
|
|
$
|
649
|
|
|
|
||||
|
Loans at variable interest rates
|
|
|
2,216
|
|
|
159
|
|
|
|
||||||
|
Total commercial finance receivables and loans
|
|
|
$
|
4,135
|
|
|
$
|
808
|
|
|
|
||||
|
(a)
|
Includes loans (e.g., floorplan) with revolving terms.
|
|
(b)
|
Loan maturities are based on the remaining maturities under contractual terms.
|
|
(
$ in millions
)
|
|
Consumer
automobile |
|
Consumer
mortgage |
|
Total
consumer |
|
Commercial
|
|
Total
|
||||||||||
|
Allowance at January 1, 2013
|
|
$
|
575
|
|
|
$
|
452
|
|
|
$
|
1,027
|
|
|
$
|
143
|
|
|
$
|
1,170
|
|
|
Charge-offs
|
|
(639
|
)
|
|
(93
|
)
|
|
(732
|
)
|
|
(5
|
)
|
|
(737
|
)
|
|||||
|
Recoveries
|
|
237
|
|
|
18
|
|
|
255
|
|
|
10
|
|
|
265
|
|
|||||
|
Net charge-offs
|
|
(402
|
)
|
|
(75
|
)
|
|
(477
|
)
|
|
5
|
|
|
(472
|
)
|
|||||
|
Provision for loan losses
|
|
490
|
|
|
13
|
|
|
503
|
|
|
(2
|
)
|
|
501
|
|
|||||
|
Other
|
|
10
|
|
|
(1
|
)
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
|
Allowance at December 31, 2013
|
|
$
|
673
|
|
|
$
|
389
|
|
|
$
|
1,062
|
|
|
$
|
146
|
|
|
$
|
1,208
|
|
|
Allowance for loan losses to finance receivables and loans outstanding at December 31, 2013 (a)
|
|
1.2
|
%
|
|
4.6
|
%
|
|
1.6
|
%
|
|
0.4
|
%
|
|
1.2
|
%
|
|||||
|
Net charge-offs to average finance receivables and loans outstanding at December 31, 2013 (a)
|
|
0.7
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|||||
|
Allowance for loan losses to total nonperforming finance receivables and loans at December 31, 2013 (a)
|
|
204.4
|
%
|
|
203.1
|
%
|
|
203.9
|
%
|
|
71.6
|
%
|
|
166.6
|
%
|
|||||
|
Ratio of allowance for loans losses to net charge-offs at December 31, 2013
|
|
1.7
|
|
|
5.2
|
|
|
2.2
|
|
|
(27.1
|
)
|
|
2.6
|
|
|||||
|
(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.
|
|
(
$ in millions
)
|
|
Consumer
automobile |
|
Consumer
mortgage |
|
Total
consumer |
|
Commercial
|
|
Total
|
||||||||||
|
Allowance at January 1, 2012
|
|
$
|
766
|
|
|
$
|
516
|
|
|
$
|
1,282
|
|
|
$
|
221
|
|
|
$
|
1,503
|
|
|
Charge-offs
|
|
(616
|
)
|
|
(149
|
)
|
|
(765
|
)
|
|
(11
|
)
|
|
(776
|
)
|
|||||
|
Recoveries
|
|
247
|
|
|
11
|
|
|
258
|
|
|
44
|
|
|
302
|
|
|||||
|
Net charge-offs
|
|
(369
|
)
|
|
(138
|
)
|
|
(507
|
)
|
|
33
|
|
|
(474
|
)
|
|||||
|
Provision for loan losses
|
|
257
|
|
|
86
|
|
|
343
|
|
|
(14
|
)
|
|
329
|
|
|||||
|
Other (a)
|
|
(79
|
)
|
|
(12
|
)
|
|
(91
|
)
|
|
(97
|
)
|
|
(188
|
)
|
|||||
|
Allowance at December 31, 2012
|
|
$
|
575
|
|
|
$
|
452
|
|
|
$
|
1,027
|
|
|
$
|
143
|
|
|
$
|
1,170
|
|
|
Allowance for loan losses to finance receivables and loans outstanding at December 31, 2012 (b)
|
|
1.1
|
%
|
|
4.6
|
%
|
|
1.6
|
%
|
|
0.4
|
%
|
|
1.2
|
%
|
|||||
|
Net charge-offs to average finance receivables and loans outstanding at December 31, 2012 (b)
|
|
0.5
|
%
|
|
1.4
|
%
|
|
0.7
|
%
|
|
(0.1
|
)%
|
|
0.4
|
%
|
|||||
|
Allowance for loan losses to total nonperforming finance receivables and loans at December 31, 2012 (b)
|
|
221.3
|
%
|
|
118.0
|
%
|
|
159.8
|
%
|
|
66.4
|
%
|
|
136.3
|
%
|
|||||
|
Ratio of allowance for loans losses to net charge-offs at December 31, 2012
|
|
1.6
|
|
|
3.3
|
|
|
2.0
|
|
|
(4.3
|
)
|
|
2.5
|
|
|||||
|
(a)
|
Includes provision for loan losses relating to discontinued operations of $65 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.
|
|
|
|
2013
|
|
2012
|
||||||||||||||||
|
December 31, (
$ 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
|
|
$
|
673
|
|
|
1.2
|
%
|
|
55.7
|
%
|
|
$
|
575
|
|
|
1.1
|
%
|
|
49.2
|
%
|
|
Consumer Mortgage
|
|
389
|
|
|
4.6
|
|
|
32.2
|
|
|
452
|
|
|
4.6
|
|
|
38.6
|
|
||
|
Total consumer loans
|
|
1,062
|
|
|
1.6
|
|
|
87.9
|
|
|
1,027
|
|
|
1.6
|
|
|
87.8
|
|
||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Automobile
|
|
67
|
|
|
0.2
|
|
|
5.6
|
|
|
55
|
|
|
0.2
|
|
|
4.7
|
|
||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Other
|
|
50
|
|
|
3.0
|
|
|
4.1
|
|
|
48
|
|
|
1.8
|
|
|
4.1
|
|
||
|
Commercial real estate - Automobile
|
|
29
|
|
|
1.0
|
|
|
2.4
|
|
|
40
|
|
|
1.6
|
|
|
3.4
|
|
||
|
Total commercial loans
|
|
146
|
|
|
0.4
|
|
|
12.1
|
|
|
143
|
|
|
0.4
|
|
|
12.2
|
|
||
|
Total allowance for loan losses
|
|
$
|
1,208
|
|
|
1.2
|
|
|
100.0
|
%
|
|
$
|
1,170
|
|
|
1.2
|
|
|
100.0
|
%
|
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Consumer
|
|
|
|
|
|
|
||||||
|
Consumer automobile
|
|
$
|
490
|
|
|
$
|
257
|
|
|
$
|
102
|
|
|
Consumer mortgage
|
|
13
|
|
|
86
|
|
|
126
|
|
|||
|
Total consumer loans
|
|
503
|
|
|
343
|
|
|
228
|
|
|||
|
Commercial
|
|
|
|
|
|
|
||||||
|
Commercial and industrial
|
|
|
|
|
|
|
||||||
|
Automobile
|
|
11
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
|
Mortgage
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|||
|
Other
|
|
(6
|
)
|
|
(10
|
)
|
|
(51
|
)
|
|||
|
Commercial real estate - Automobile
|
|
(7
|
)
|
|
—
|
|
|
(10
|
)
|
|||
|
Total commercial loans
|
|
(2
|
)
|
|
(14
|
)
|
|
(67
|
)
|
|||
|
Total provision for loan losses
|
|
$
|
501
|
|
|
$
|
329
|
|
|
$
|
161
|
|
|
•
|
Used vehicle market
— We have exposure to changes in used vehicle prices. General economic conditions, used vehicle supply and demand, and new vehicle market prices heavily influence used vehicle prices.
|
|
•
|
Residual value projections
— At
contract inception, we determine the projected residual value based on an internal evaluation of the expected future value. This evaluation is based on a proprietary model, which includes variables such as age, mileage, seasonality, segment factors, vehicle type, economic indicators and production cycle. This internally generated data is compared against third party, independent data for reasonableness
.
Periodically, we revise the projected value of the lease vehicle at termination based on current market conditions and adjust depreciation expense appropriately over the remaining life of the contract. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value resulting in a gain or loss on remarketing recorded through depreciation expense
.
|
|
•
|
Remarketing abilities
— Our ability to efficiently process and effectively market off-lease vehicles affects the disposal costs and the proceeds realized from vehicle sales.
|
|
•
|
Manufacturer vehicle and marketing programs
— Automotive manufacturers influence lease residual results in the following ways:
|
|
◦
|
The brand image of automotive manufacturers and consumer demand for their products affect residual risk.
|
|
◦
|
Automotive manufacturer marketing programs may influence the used vehicle market for those vehicles through programs such as incentives on new vehicles, programs designed to encourage lessees to terminate their leases early in conjunction with the acquisition of a new vehicle (referred to as pull-ahead programs), and special rate used vehicle programs.
|
|
◦
|
Automotive manufacturers may provide support to us for certain residual deficiencies.
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
|
Off-lease vehicles remarketed (
in units
)
|
148,587
|
|
|
63,435
|
|
|
248,934
|
|
|||
|
Average sales proceeds on scheduled lease terminations (
$ per unit
)
|
|
|
|
|
|
||||||
|
24-month (a)
|
$
|
22,228
|
|
|
$
|
23,133
|
|
|
n/m
|
|
|
|
36-month (b)
|
17,660
|
|
|
17,434
|
|
|
$
|
20,239
|
|
||
|
48-month
|
16,613
|
|
|
17,144
|
|
|
15,720
|
|
|||
|
(a)
|
During 2011, 24-month lease terminations were not materially sufficient to create a historical comparison due to our temporary curtailment of leasing beginning in late 2008.
|
|
(b)
|
The majority of our outstanding consumer lease portfolio is comprised of 36-month leases.
|
|
December 31, (
$ in millions
)
|
2013
|
2012
|
|||||
|
Financial instruments exposed to changes in:
|
|
|
|
||||
|
Interest rates
|
|
|
|
||||
|
Estimated fair value
|
(a)
|
|
|
(a)
|
|
||
|
Effect of 10% adverse change in rates
|
(a)
|
|
|
(a)
|
|
||
|
Foreign-currency exchange rates
|
|
|
|
||||
|
Estimated fair value
|
$
|
588
|
|
|
$
|
2,791
|
|
|
Effect of 10% adverse change in rates
|
(23
|
)
|
|
(279
|
)
|
||
|
Equity prices
|
|
|
|
||||
|
Estimated fair value
|
$
|
938
|
|
|
$
|
1,152
|
|
|
Effect of 10% decrease in prices
|
(90
|
)
|
|
(115
|
)
|
||
|
(a)
|
Refer to the next section titled
Net Interest Income Sensitivity Analysis
for information on the interest rate sensitivity of our financial instruments.
|
|
Year ended December 31, (
$ in millions
)
|
2013
|
|
2012
|
||||
|
Parallel rate shifts
|
|
|
|
||||
|
-100 basis points
|
$
|
53
|
|
|
$
|
(7
|
)
|
|
+100 basis points
|
(127
|
)
|
|
(46
|
)
|
||
|
+200 basis points
|
(176
|
)
|
|
48
|
|
||
|
($ in millions)
|
4th Quarter 2013
|
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
|
1,509,354
|
|
1,451,026
|
|
1,389,577
|
|
1,334,483
|
|
1,219,791
|
|
1,142,837
|
|
1,082,753
|
|
1,036,468
|
|
||||||||
|
Deposits
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Retail
|
$
|
43,172
|
|
$
|
41,691
|
|
$
|
39,859
|
|
$
|
38,770
|
|
$
|
35,041
|
|
$
|
32,139
|
|
$
|
30,403
|
|
$
|
29,323
|
|
|
Brokered
|
9,678
|
|
9,724
|
|
9,552
|
|
9,877
|
|
9,914
|
|
9,882
|
|
9,905
|
|
9,884
|
|
||||||||
|
Other (a)
|
60
|
|
66
|
|
72
|
|
844
|
|
1,977
|
|
2,487
|
|
2,411
|
|
2,314
|
|
||||||||
|
Total deposits
|
$
|
52,910
|
|
$
|
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).
|
|
•
|
Ally Financial Inc. renewed, increased and/or extended
$19.7 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 an
$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
ten
U.S. transactions that raised
$8.6 billion
, with
$4.5 billion
and
$4.1 billion
raised by Ally Bank and the parent company, respectively.
|
|
•
|
Ally Financial Inc. accessed the unsecured debt capital markets during
2013
and raised
$3.1 billion
.
|
|
•
|
In January
2014
, Ally Financial Inc. accessed the unsecured debt capital markets and raised
$0.8 billion
.
|
|
•
|
In January
2014
, Ally Financial Inc. issued a public non-prime securitization. The transaction raised
$1.2 billion
in funding.
|
|
•
|
In February
2014
, Ally Bank raised
$1.0 billion
through a public securitization backed by dealer floorplan automotive assets.
|
|
December 31,
($ in millions)
|
|
Bank
|
|
Nonbank
|
|
Total
|
|
%
|
||||||
|
2013
|
|
|
|
|
|
|
|
|
||||||
|
Secured financings
|
|
$
|
27,818
|
|
|
$
|
19,776
|
|
|
$
|
47,594
|
|
|
36
|
|
Institutional term debt
|
|
—
|
|
|
24,936
|
|
|
24,936
|
|
|
19
|
|||
|
Retail debt programs (a)
|
|
—
|
|
|
5,035
|
|
|
5,035
|
|
|
4
|
|||
|
Total debt (b)
|
|
27,818
|
|
|
49,747
|
|
|
77,565
|
|
|
59
|
|||
|
Deposits (c)
|
|
52,910
|
|
|
440
|
|
|
53,350
|
|
|
41
|
|||
|
Total on-balance sheet funding
|
|
$
|
80,728
|
|
|
$
|
50,187
|
|
|
$
|
130,915
|
|
|
100
|
|
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)
|
Includes
$1.8 billion
and
$10.4 billion
of Retail Term Notes at
December 31, 2013
and
December 31, 2012
, respectively.
|
|
(b)
|
Excludes fair value adjustment as described in
Note 24
to the
Consolidated Financial Statements
.
|
|
(c)
|
Bank deposits include retail, brokered, mortgage escrow, and other deposits. Nonbank deposits include dealer deposits. Intercompany deposits are not included.
|
|
|
|
Outstanding
|
|
Unused capacity (a)
|
|
Total capacity
|
||||||||||||||||||
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Bank funding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Secured
|
|
$
|
2,750
|
|
|
$
|
3,800
|
|
|
$
|
250
|
|
|
$
|
4,700
|
|
|
$
|
3,000
|
|
|
$
|
8,500
|
|
|
Parent funding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Unsecured (b)
|
|
—
|
|
|
118
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
143
|
|
||||||
|
Secured (c) (d) (e)
|
|
15,159
|
|
|
22,454
|
|
|
6,497
|
|
|
7,839
|
|
|
21,656
|
|
|
30,293
|
|
||||||
|
Total Parent funding
|
|
15,159
|
|
|
22,572
|
|
|
6,497
|
|
|
7,864
|
|
|
21,656
|
|
|
30,436
|
|
||||||
|
Shared capacity (f)
|
|
—
|
|
|
1,154
|
|
|
—
|
|
|
2,971
|
|
|
—
|
|
|
4,125
|
|
||||||
|
Total committed facilities
|
|
$
|
17,909
|
|
|
$
|
27,526
|
|
|
$
|
6,747
|
|
|
$
|
15,535
|
|
|
$
|
24,656
|
|
|
$
|
43,061
|
|
|
(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 represented committed funding for our discontinued international automobile financing business.
|
|
(c)
|
Total secured parent funding capacity included committed funding for our discontinued international automobile financing business of
$12.0 billion
at
December 31, 2012
, with outstanding debt of
$9.6 billion
.
|
|
(d)
|
Total unused capacity included
$2.2 billion
at
December 31, 2012
from certain committed funding arrangements that were generally reliant upon the origination of future automotive receivables available in 2013.
|
|
(e)
|
Includes the secured facilities of our Commercial Finance Group.
|
|
(f)
|
Funding was generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.
Total shared facilities included committed funding for our discontinued international automobile financing business of
$0.1 billion
as of
December 31, 2012
, with outstanding debt of
$0.1 billion
.
|
|
Rating agency
|
|
Short-term
|
|
Senior debt
|
|
Outlook
|
|
Date of last action
|
|
Fitch
|
|
B
|
|
BB
|
|
Stable
|
|
December 13, 2013 (a)
|
|
Moody’s
|
|
Not-Prime
|
|
B1
|
|
Stable
|
|
December 19, 2013 (b)
|
|
S&P
|
|
B
|
|
BB
|
|
Stable
|
|
December 12, 2013 (c)
|
|
DBRS
|
|
R-4
|
|
BB
|
|
Stable
|
|
July 3, 2013 (d)
|
|
(a)
|
Fitch upgraded our senior debt rating to BB from BB- and affirmed our short term rating of B on December 13, 2013.
|
|
(b)
|
Moody's upgraded our corporate family rating to Ba3 and confirmed our senior debt ratings of B1 and our short term ratings of Not Prime on December 19, 2013.
|
|
(c)
|
Standard & Poor's upgraded our senior debt rating to BB from B+ and upgraded our short term rating to B from C on December 12, 2013.
|
|
(d)
|
DBRS upgraded our senior debt rating to BB, confirmed our short term rating of R-4, and changed the outlook to Stable on July 3, 2013.
|
|
December 31, 2013
($ in millions)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||||||
|
Contractually obligated payments due by period
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total (a)
|
$
|
70,609
|
|
|
$
|
17,362
|
|
|
$
|
28,777
|
|
|
$
|
12,272
|
|
|
$
|
12,198
|
|
|
Scheduled interest payments for fixed-rate long-term debt
|
23,659
|
|
|
2,050
|
|
|
3,540
|
|
|
2,554
|
|
|
15,515
|
|
|||||
|
Estimated interest payments for variable-rate long-term debt (b)
|
554
|
|
|
223
|
|
|
250
|
|
|
72
|
|
|
9
|
|
|||||
|
Estimated net payments under interest rate swap agreements (b)
|
390
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
308
|
|
|||||
|
Lease commitments
|
96
|
|
|
39
|
|
|
52
|
|
|
5
|
|
|
—
|
|
|||||
|
Purchase obligations
|
78
|
|
|
76
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
|
Bank certificates of deposit
|
31,640
|
|
|
15,483
|
|
|
12,984
|
|
|
3,173
|
|
|
—
|
|
|||||
|
Total contractually obligated payments due by period
|
$
|
127,026
|
|
|
$
|
35,233
|
|
|
$
|
45,605
|
|
|
$
|
18,158
|
|
|
$
|
28,030
|
|
|
Total other commitments by expiration period
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lending commitments
|
$
|
1,700
|
|
|
$
|
641
|
|
|
$
|
195
|
|
|
$
|
465
|
|
|
$
|
399
|
|
|
(a)
|
Total long-term debt amount reflects the remaining principal obligation and excludes original issue discount of
$1.6 billion
and fair value adjustments of
$445 million
related to fixed-rate debt designated as a hedged item.
|
|
(b)
|
Estimate utilized a forecasted variable interest model, when available, or the applicable variable interest rate as of the most recent reset date prior to
December 31, 2013
. For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
Average
balance (a) |
|
Interest
income/ interest expense |
|
Yield/
rate |
|
Average
balance (a) |
|
Interest
income/ interest expense |
|
Yield/
rate |
|
Average
balance (a) |
|
Interest
income/ interest expense |
|
Yield/
rate |
|||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Interest-bearing cash and cash equivalents
|
|
$
|
6,412
|
|
|
$
|
10
|
|
|
0.16
|
%
|
|
$
|
10,610
|
|
|
$
|
24
|
|
|
0.23
|
%
|
|
$
|
10,336
|
|
|
$
|
15
|
|
|
0.15
|
%
|
|
Trading assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
10
|
|
|
3.83
|
|
|
321
|
|
|
8
|
|
|
2.49
|
|
||||||
|
Investment securities (b)
|
|
15,195
|
|
|
300
|
|
|
1.97
|
|
|
12,336
|
|
|
262
|
|
|
2.12
|
|
|
13,082
|
|
|
325
|
|
|
2.48
|
|
||||||
|
Loans held-for-sale, net
|
|
600
|
|
|
20
|
|
|
3.33
|
|
|
2,759
|
|
|
98
|
|
|
3.55
|
|
|
4,517
|
|
|
180
|
|
|
3.98
|
|
||||||
|
Finance receivables and loans, net (c) (d) (e)
|
|
97,467
|
|
|
4,529
|
|
|
4.65
|
|
|
95,311
|
|
|
4,539
|
|
|
4.76
|
|
|
83,162
|
|
|
4,189
|
|
|
5.04
|
|
||||||
|
Investment in operating leases, net (f)
|
|
16,028
|
|
|
1,214
|
|
|
7.57
|
|
|
11,185
|
|
|
980
|
|
|
8.76
|
|
|
7,968
|
|
|
988
|
|
|
12.40
|
|
||||||
|
Total interest-earning assets
|
|
135,702
|
|
|
6,073
|
|
|
4.48
|
|
|
132,462
|
|
|
5,913
|
|
|
4.46
|
|
|
119,386
|
|
|
5,705
|
|
|
4.78
|
|
||||||
|
Noninterest-bearing cash and cash equivalents
|
|
1,628
|
|
|
|
|
|
|
1,794
|
|
|
|
|
|
|
1,118
|
|
|
|
|
|
||||||||||||
|
Other assets (g)
|
|
20,298
|
|
|
|
|
|
|
50,719
|
|
|
|
|
|
|
61,846
|
|
|
|
|
|
||||||||||||
|
Allowance for loan losses
|
|
(1,192
|
)
|
|
|
|
|
|
(1,234
|
)
|
|
|
|
|
|
(1,513
|
)
|
|
|
|
|
||||||||||||
|
Total assets
|
|
$
|
156,436
|
|
|
|
|
|
|
$
|
183,741
|
|
|
|
|
|
|
$
|
180,837
|
|
|
|
|
|
|||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Interest-bearing deposit liabilities
|
|
$
|
50,188
|
|
|
$
|
654
|
|
|
1.30
|
%
|
|
$
|
42,478
|
|
|
$
|
645
|
|
|
1.52
|
%
|
|
$
|
37,535
|
|
|
$
|
615
|
|
|
1.64
|
%
|
|
Short-term borrowings
|
|
4,858
|
|
|
63
|
|
|
1.30
|
|
|
3,852
|
|
|
71
|
|
|
1.84
|
|
|
3,605
|
|
|
61
|
|
|
1.69
|
|
||||||
|
Long-term debt (e) (h) (i)
|
|
66,634
|
|
|
2,602
|
|
|
3.90
|
|
|
77,057
|
|
|
3,336
|
|
|
4.33
|
|
|
71,441
|
|
|
3,930
|
|
|
5.50
|
|
||||||
|
Total interest-bearing liabilities (h) (j)
|
|
121,680
|
|
|
3,319
|
|
|
2.73
|
|
|
123,387
|
|
|
4,052
|
|
|
3.28
|
|
|
112,581
|
|
|
4,606
|
|
|
4.09
|
|
||||||
|
Noninterest-bearing deposit liabilities
|
|
536
|
|
|
|
|
|
|
2,261
|
|
|
|
|
|
|
2,238
|
|
|
|
|
|
||||||||||||
|
Total funding sources (h) (k)
|
|
122,216
|
|
|
3,319
|
|
|
2.72
|
|
|
125,648
|
|
|
4,052
|
|
|
3.22
|
|
|
114,819
|
|
|
4,606
|
|
|
4.01
|
|
||||||
|
Other liabilities (l)
|
|
15,448
|
|
|
|
|
|
|
39,173
|
|
|
|
|
|
|
45,949
|
|
|
|
|
|
||||||||||||
|
Total liabilities
|
|
137,664
|
|
|
|
|
|
|
164,821
|
|
|
|
|
|
|
160,768
|
|
|
|
|
|
||||||||||||
|
Total equity
|
|
18,772
|
|
|
|
|
|
|
18,920
|
|
|
|
|
|
|
20,069
|
|
|
|
|
|
||||||||||||
|
Total liabilities and equity
|
|
$
|
156,436
|
|
|
|
|
|
|
$
|
183,741
|
|
|
|
|
|
|
$
|
180,837
|
|
|
|
|
|
|||||||||
|
Net financing revenue
|
|
|
|
$
|
2,754
|
|
|
|
|
|
|
$
|
1,861
|
|
|
|
|
|
|
$
|
1,099
|
|
|
|
|||||||||
|
Net interest spread (m)
|
|
|
|
|
|
1.75
|
%
|
|
|
|
|
|
1.18
|
%
|
|
|
|
|
|
0.69
|
%
|
||||||||||||
|
Net interest spread excluding original issue discount (m)
|
|
|
|
1.99
|
%
|
|
|
|
|
|
1.49
|
%
|
|
|
|
|
|
1.57
|
%
|
||||||||||||||
|
Net interest spread excluding original issue discount and including noninterest-bearing deposit liabilities (m)
|
|
|
|
2.00
|
%
|
|
|
|
|
|
1.55
|
%
|
|
|
|
|
|
1.63
|
%
|
||||||||||||||
|
Net yield on interest-earning assets (n)
|
|
|
|
|
|
2.03
|
%
|
|
|
|
|
|
1.40
|
%
|
|
|
|
|
|
0.92
|
%
|
||||||||||||
|
Net yield on interest-earning assets excluding original issue discount (n)
|
|
|
|
2.21
|
%
|
|
|
|
|
|
1.66
|
%
|
|
|
|
|
|
1.68
|
%
|
||||||||||||||
|
(a)
|
Average balances are calculated using a combination of monthly and daily average methodologies.
|
|
(b)
|
Excludes income on equity investments of
$25 million
,
$30 million
, and
$25 million
at
December 31, 2013
,
2012
, and
2011
, respectively. Yields on available-for-sale debt securities are based on fair value as opposed to historical cost.
|
|
(c)
|
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
.
|
|
(d)
|
Includes other interest income of
$1 million
,
$4 million
, and
$8 million
at
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(e)
|
Includes the effects of derivative financial instruments designated as hedges.
|
|
(f)
|
Includes remarketing gains of
$332 million
,
$116 million
, and
$217 million
at
December 31, 2013
,
2012
, and
2011
, respectively. Excluding these gains, the annualized yield would be
5.50%
,
7.72%
, and
9.68%
at
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(g)
|
Includes average balances of assets of discontinued operations.
|
|
(h)
|
Average balance includes
$1,660 million
,
$1,927 million
, and
$2,522 million
related to original issue discount at
December 31, 2013
,
2012
, and
2011
, respectively. Interest expense includes original issue discount amortization of
$249 million
,
$336 million
, and
$912 million
during the
year ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(i)
|
Excluding original issue discount the rate on long-term debt was
3.45%
,
3.80%
, and
4.08%
at
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(j)
|
Excluding original issue discount the rate on total interest-bearing liabilities was
2.49%
,
2.97%
, and
3.21%
at
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(k)
|
Excluding original issue discount the rate on total funding sources was
2.48%
,
2.91%
, and
3.15%
at
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(l)
|
Includes average balances of liabilities of discontinued operations.
|
|
(m)
|
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
|
|
(n)
|
Net yield on interest-earning assets represents net financing revenue as a percentage of total interest-earning assets.
|
|
|
|
2013 vs 2012
Increase (decrease) due to (a) |
|
2012 vs 2011
Increase (decrease) due to (a) |
||||||||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
Volume
|
|
Yield/rate
|
|
Total
|
|
Volume
|
|
Yield/rate
|
|
Total
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest-bearing cash and cash equivalents
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
Trading assets
|
|
(5
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
||||||
|
Investment securities
|
|
57
|
|
|
(19
|
)
|
|
38
|
|
|
(18
|
)
|
|
(45
|
)
|
|
(63
|
)
|
||||||
|
Loans held-for-sale, net
|
|
(72
|
)
|
|
(6
|
)
|
|
(78
|
)
|
|
(64
|
)
|
|
(18
|
)
|
|
(82
|
)
|
||||||
|
Finance receivables and loans, net
|
|
101
|
|
|
(111
|
)
|
|
(10
|
)
|
|
588
|
|
|
(238
|
)
|
|
350
|
|
||||||
|
Investment in operating leases, net
|
|
381
|
|
|
(147
|
)
|
|
234
|
|
|
331
|
|
|
(339
|
)
|
|
(8
|
)
|
||||||
|
Total interest-earning assets
|
|
$
|
454
|
|
|
$
|
(294
|
)
|
|
$
|
160
|
|
|
$
|
835
|
|
|
$
|
(627
|
)
|
|
$
|
208
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest-bearing deposit liabilities
|
|
$
|
107
|
|
|
$
|
(98
|
)
|
|
$
|
9
|
|
|
$
|
77
|
|
|
$
|
(47
|
)
|
|
$
|
30
|
|
|
Short-term borrowings
|
|
16
|
|
|
(24
|
)
|
|
(8
|
)
|
|
4
|
|
|
6
|
|
|
10
|
|
||||||
|
Long-term debt
|
|
(425
|
)
|
|
(309
|
)
|
|
(734
|
)
|
|
291
|
|
|
(885
|
)
|
|
(594
|
)
|
||||||
|
Total interest-bearing liabilities
|
|
$
|
(302
|
)
|
|
$
|
(431
|
)
|
|
$
|
(733
|
)
|
|
$
|
372
|
|
|
$
|
(926
|
)
|
|
$
|
(554
|
)
|
|
Net financing revenue
|
|
$
|
756
|
|
|
$
|
137
|
|
|
$
|
893
|
|
|
$
|
463
|
|
|
$
|
299
|
|
|
$
|
762
|
|
|
(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.
|
|
December 31, (
$ in millions
)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
$
|
56,417
|
|
|
$
|
53,715
|
|
|
$
|
63,459
|
|
|
$
|
51,254
|
|
|
$
|
30,245
|
|
|
Consumer mortgage
|
8,444
|
|
|
9,821
|
|
|
10,828
|
|
|
11,763
|
|
|
12,604
|
|
|||||
|
Total consumer
|
64,861
|
|
|
63,536
|
|
|
74,287
|
|
|
63,017
|
|
|
42,849
|
|
|||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile (a)
|
30,948
|
|
|
30,270
|
|
|
34,817
|
|
|
33,342
|
|
|
27,547
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
1,911
|
|
|
1,581
|
|
|
1,668
|
|
|||||
|
Other
|
1,664
|
|
|
2,697
|
|
|
1,241
|
|
|
2,107
|
|
|
3,125
|
|
|||||
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
2,855
|
|
|
2,552
|
|
|
2,485
|
|
|
2,287
|
|
|
2,229
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
14
|
|
|
79
|
|
|
283
|
|
|||||
|
Total commercial loans
|
35,467
|
|
|
35,519
|
|
|
40,468
|
|
|
39,396
|
|
|
34,852
|
|
|||||
|
Total finance receivables and loans (b)
|
$
|
100,328
|
|
|
$
|
99,055
|
|
|
$
|
114,755
|
|
|
$
|
102,413
|
|
|
$
|
77,701
|
|
|
Loans held-for-sale
|
$
|
35
|
|
|
$
|
2,576
|
|
|
$
|
8,557
|
|
|
$
|
11,411
|
|
|
$
|
20,625
|
|
|
(a)
|
Amounts include no notes receivable from General Motors at December 31, 2013 and December 31, 2012, respectively, and $529 million, $484 million, and $911 million at December 31, 2011, 2010, and 2009, respectively.
|
|
(b)
|
Includes historical cost, fair value, and repurchased loans.
|
|
December 31, (
$ in millions
)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
$
|
329
|
|
|
$
|
260
|
|
|
$
|
228
|
|
|
$
|
207
|
|
|
$
|
386
|
|
|
Consumer mortgage
|
192
|
|
|
382
|
|
|
549
|
|
|
821
|
|
|
929
|
|
|||||
|
Total consumer (a)
|
521
|
|
|
642
|
|
|
777
|
|
|
1,028
|
|
|
1,315
|
|
|||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
116
|
|
|
146
|
|
|
223
|
|
|
296
|
|
|
347
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
72
|
|
|||||
|
Other
|
74
|
|
|
33
|
|
|
37
|
|
|
134
|
|
|
987
|
|
|||||
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
14
|
|
|
37
|
|
|
67
|
|
|
199
|
|
|
280
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
12
|
|
|
71
|
|
|
197
|
|
|||||
|
Total commercial (b)
|
204
|
|
|
216
|
|
|
339
|
|
|
740
|
|
|
1,883
|
|
|||||
|
Total nonperforming finance receivables and loans
|
725
|
|
|
858
|
|
|
1,116
|
|
|
1,768
|
|
|
3,198
|
|
|||||
|
Foreclosed properties
|
10
|
|
|
8
|
|
|
82
|
|
|
150
|
|
|
255
|
|
|||||
|
Repossessed assets (c)
|
101
|
|
|
62
|
|
|
56
|
|
|
47
|
|
|
58
|
|
|||||
|
Total nonperforming assets
|
$
|
836
|
|
|
$
|
928
|
|
|
$
|
1,254
|
|
|
$
|
1,965
|
|
|
$
|
3,511
|
|
|
Loans held-for-sale
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
2,820
|
|
|
$
|
3,273
|
|
|
$
|
3,390
|
|
|
(a)
|
Interest revenue that would have been accrued on total consumer finance receivables and loans at original contractual rates was $52 million during the year ended December 31, 2013. Interest income recorded for these loans was $17 million during the year ended December 31, 2013.
|
|
(b)
|
Interest revenue that would have been accrued on total commercial finance receivables and loans at original contractual rates was $16 million during the year ended December 31, 2013. Interest income recorded for these loans was $8 million during the year ended December 31, 2013.
|
|
(c)
|
Repossessed assets exclude $7 million, $3 million, $3 million, $14 million, and $23 million of repossessed operating lease assets at December 31, 2013, 2012, 2011, 2010, and 2009, respectively.
|
|
December 31, (
$ in millions
)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
Consumer mortgage
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||
|
Total consumer
|
1
|
|
|
1
|
|
|
4
|
|
|
6
|
|
|
7
|
|
|||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
Total accruing finance receivables and loans past due 90 days or more
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
10
|
|
|
Loans held-for-sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
25
|
|
|
$
|
33
|
|
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
Balance at January 1,
|
$
|
1,170
|
|
|
$
|
1,503
|
|
|
$
|
1,873
|
|
|
$
|
2,445
|
|
|
$
|
3,433
|
|
|
Cumulative effect of change in accounting principles (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|||||
|
Charge-offs
|
(737
|
)
|
|
(776
|
)
|
|
(880
|
)
|
|
(1,646
|
)
|
|
(4,013
|
)
|
|||||
|
Write-downs related to transfers to held-for-sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,438
|
)
|
|||||
|
Total charge-offs
|
(737
|
)
|
|
(776
|
)
|
|
(880
|
)
|
|
(1,646
|
)
|
|
(7,451
|
)
|
|||||
|
Recoveries
|
265
|
|
|
302
|
|
|
327
|
|
|
448
|
|
|
352
|
|
|||||
|
Net charge-offs
|
(472
|
)
|
|
(474
|
)
|
|
(553
|
)
|
|
(1,198
|
)
|
|
(7,099
|
)
|
|||||
|
Provision for loan losses
|
501
|
|
|
329
|
|
|
161
|
|
|
361
|
|
|
3,584
|
|
|||||
|
Other (b)
|
9
|
|
|
(188
|
)
|
|
22
|
|
|
43
|
|
|
2,527
|
|
|||||
|
Balance at December 31,
|
$
|
1,208
|
|
|
$
|
1,170
|
|
|
$
|
1,503
|
|
|
$
|
1,873
|
|
|
$
|
2,445
|
|
|
(a)
|
Effect of change in accounting principle due to adoption of ASU 2009-17,
Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities
.
|
|
(b)
|
Includes provision for loan losses relating to discontinued operations of $65 million, $58 million, $77 million, and $2.6 billion for the years ended December 31, 2012, 2011, 2010, and 2009, respectively.
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
December 31, (
$ in millions
)
|
Amount
|
% of
total |
|
Amount
|
% of
total |
|
Amount
|
% of
total |
|
Amount
|
% of
total |
|
Amount
|
% of
total |
||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
$
|
673
|
|
55.7
|
|
$
|
575
|
|
49.2
|
|
$
|
766
|
|
51.0
|
|
$
|
970
|
|
51.8
|
|
$
|
1,024
|
|
41.8
|
|
Consumer mortgage
|
389
|
|
32.2
|
|
452
|
|
38.6
|
|
516
|
|
34.3
|
|
580
|
|
30.9
|
|
640
|
|
26.2
|
|||||
|
Total consumer loans
|
1,062
|
|
87.9
|
|
1,027
|
|
87.8
|
|
1,282
|
|
85.3
|
|
1,550
|
|
82.7
|
|
1,664
|
|
68.0
|
|||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
67
|
|
5.6
|
|
55
|
|
4.7
|
|
110
|
|
7.3
|
|
106
|
|
5.6
|
|
211
|
|
8.6
|
|||||
|
Mortgage
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
0.7
|
|
12
|
|
0.7
|
|
30
|
|
1.2
|
|||||
|
Other
|
50
|
|
4.1
|
|
48
|
|
4.1
|
|
53
|
|
3.6
|
|
136
|
|
7.3
|
|
433
|
|
17.8
|
|||||
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
29
|
|
2.4
|
|
40
|
|
3.4
|
|
42
|
|
2.8
|
|
56
|
|
3.0
|
|
—
|
|
—
|
|||||
|
Mortgage
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
0.3
|
|
13
|
|
0.7
|
|
107
|
|
4.4
|
|||||
|
Total commercial loans
|
146
|
|
12.1
|
|
143
|
|
12.2
|
|
221
|
|
14.7
|
|
323
|
|
17.3
|
|
781
|
|
32.0
|
|||||
|
Total allowance for loan losses
|
$
|
1,208
|
|
100.0
|
|
$
|
1,170
|
|
100.0
|
|
$
|
1,503
|
|
100.0
|
|
$
|
1,873
|
|
100.0
|
|
$
|
2,445
|
|
100.0
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Year
ended December 31,
($ in millions)
|
Average
balance (a) |
|
Average
deposit rate |
|
Average
balance (a) |
|
Average
deposit rate |
|
Average
balance (a) |
|
Average
deposit rate |
|||||||||
|
Domestic deposits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Noninterest-bearing deposits
|
$
|
536
|
|
|
—
|
%
|
|
$
|
2,262
|
|
|
—
|
%
|
|
$
|
2,237
|
|
|
—
|
%
|
|
Interest-bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Savings and money market checking accounts
|
18,223
|
|
|
0.83
|
|
|
10,953
|
|
|
0.88
|
|
|
9,696
|
|
|
0.88
|
|
|||
|
Certificates of deposit
|
31,291
|
|
|
1.53
|
|
|
29,972
|
|
|
1.64
|
|
|
26,109
|
|
|
1.77
|
|
|||
|
Dealer deposits
|
674
|
|
|
3.74
|
|
|
1,515
|
|
|
3.81
|
|
|
1,685
|
|
|
3.87
|
|
|||
|
Total domestic deposit liabilities
|
$
|
50,724
|
|
|
1.29
|
%
|
|
$
|
44,702
|
|
|
1.44
|
%
|
|
$
|
39,727
|
|
|
1.55
|
%
|
|
(a)
|
Average balances are calculated using a combination of monthly and daily average methodologies.
|
|
December 31, 2013
($ in millions)
|
Three months
or less |
|
Over three months
through six months |
|
Over six months
through twelve months |
|
Over
twelve months |
|
Total
|
||||||||||
|
Domestic certificates of deposit ($100,000 or more)
|
$
|
1,720
|
|
|
$
|
1,716
|
|
|
$
|
3,301
|
|
|
$
|
6,408
|
|
|
$
|
13,145
|
|
|
/S/
M
ICHAEL
A
.
C
ARPENTER
|
|
/S/
J
EFFREY
J
.
B
ROWN
|
|
Michael A. Carpenter
|
|
Jeffrey J. Brown
|
|
Chief Executive Officer
|
|
Senior Executive Vice President of Finance and Corporate Planning
|
|
March 3, 2014
|
|
March 3, 2014
|
|
/s/
D
ELOITTE
&
T
OUCHE
LLP
|
|
|
Deloitte & Touche LLP
|
|
|
|
|
|
Detroit, Michigan
|
|
|
March 3, 2014
|
|
|
/s/
D
ELOITTE
&
T
OUCHE
LLP
|
|
|
Deloitte & Touche LLP
|
|
|
|
|
|
Detroit, Michigan
|
|
|
March 3, 2014
|
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Financing revenue and other interest income
|
|
|
|
|
|
|
||||||
|
Interest and fees on finance receivables and loans
|
|
$
|
4,529
|
|
|
$
|
4,539
|
|
|
$
|
4,189
|
|
|
Interest on loans held-for-sale
|
|
20
|
|
|
98
|
|
|
180
|
|
|||
|
Interest on trading assets
|
|
—
|
|
|
10
|
|
|
8
|
|
|||
|
Interest and dividends on available-for-sale investment securities
|
|
325
|
|
|
292
|
|
|
350
|
|
|||
|
Interest-bearing cash
|
|
10
|
|
|
24
|
|
|
15
|
|
|||
|
Operating leases
|
|
3,209
|
|
|
2,379
|
|
|
1,929
|
|
|||
|
Total financing revenue and other interest income
|
|
8,093
|
|
|
7,342
|
|
|
6,671
|
|
|||
|
Interest expense
|
|
|
|
|
|
|
||||||
|
Interest on deposits
|
|
654
|
|
|
645
|
|
|
615
|
|
|||
|
Interest on short-term borrowings
|
|
63
|
|
|
71
|
|
|
61
|
|
|||
|
Interest on long-term debt
|
|
2,602
|
|
|
3,336
|
|
|
3,930
|
|
|||
|
Total interest expense
|
|
3,319
|
|
|
4,052
|
|
|
4,606
|
|
|||
|
Depreciation expense on operating lease assets
|
|
1,995
|
|
|
1,399
|
|
|
941
|
|
|||
|
Net financing revenue
|
|
2,779
|
|
|
1,891
|
|
|
1,124
|
|
|||
|
Other revenue
|
|
|
|
|
|
|
||||||
|
Servicing fees
|
|
126
|
|
|
409
|
|
|
525
|
|
|||
|
Servicing asset valuation and hedge activities, net
|
|
(213
|
)
|
|
(4
|
)
|
|
(434
|
)
|
|||
|
Total servicing (loss) income, net
|
|
(87
|
)
|
|
405
|
|
|
91
|
|
|||
|
Insurance premiums and service revenue earned
|
|
1,012
|
|
|
1,055
|
|
|
1,153
|
|
|||
|
Gain on mortgage and automotive loans, net
|
|
55
|
|
|
379
|
|
|
229
|
|
|||
|
Loss on extinguishment of debt
|
|
(59
|
)
|
|
(148
|
)
|
|
(64
|
)
|
|||
|
Other gain on investments, net
|
|
180
|
|
|
146
|
|
|
258
|
|
|||
|
Other income, net of losses
|
|
383
|
|
|
737
|
|
|
621
|
|
|||
|
Total other revenue
|
|
1,484
|
|
|
2,574
|
|
|
2,288
|
|
|||
|
Total net revenue
|
|
4,263
|
|
|
4,465
|
|
|
3,412
|
|
|||
|
Provision for loan losses
|
|
501
|
|
|
329
|
|
|
161
|
|
|||
|
Noninterest expense
|
|
|
|
|
|
|
||||||
|
Compensation and benefits expense
|
|
1,019
|
|
|
1,106
|
|
|
993
|
|
|||
|
Insurance losses and loss adjustment expenses
|
|
405
|
|
|
454
|
|
|
452
|
|
|||
|
Other operating expenses
|
|
1,981
|
|
|
2,062
|
|
|
1,983
|
|
|||
|
Total noninterest expense
|
|
3,405
|
|
|
3,622
|
|
|
3,428
|
|
|||
|
Income (loss) from continuing operations before income tax expense
|
|
357
|
|
|
514
|
|
|
(177
|
)
|
|||
|
Income tax (benefit) expense from continuing operations
|
|
(59
|
)
|
|
(856
|
)
|
|
42
|
|
|||
|
Net income (loss) from continuing operations
|
|
416
|
|
|
1,370
|
|
|
(219
|
)
|
|||
|
(Loss) income from discontinued operations, net of tax
|
|
(55
|
)
|
|
(174
|
)
|
|
62
|
|
|||
|
Net income (loss)
|
|
$
|
361
|
|
|
$
|
1,196
|
|
|
$
|
(157
|
)
|
|
Year ended December 31,
($ in millions except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net (loss) income attributable to common shareholders
|
|
|
|
|
|
|
||||||
|
Net income (loss) from continuing operations
|
|
$
|
416
|
|
|
$
|
1,370
|
|
|
$
|
(219
|
)
|
|
Preferred stock dividends — U.S. Department of Treasury
|
|
(543
|
)
|
|
(535
|
)
|
|
(534
|
)
|
|||
|
Impact of repurchase of mandatorily convertible preferred stock held by U.S. Department of Treasury and elimination of share adjustment right (a)
|
|
(240
|
)
|
|
—
|
|
|
—
|
|
|||
|
Preferred stock dividends
|
|
(267
|
)
|
|
(267
|
)
|
|
(260
|
)
|
|||
|
Impact of preferred stock conversion or amendment
|
|
—
|
|
|
—
|
|
|
32
|
|
|||
|
Net (loss) income from continuing operations attributable to common shareholders (b)
|
|
(634
|
)
|
|
568
|
|
|
(981
|
)
|
|||
|
(Loss) income from discontinued operations, net of tax
|
|
(55
|
)
|
|
(174
|
)
|
|
62
|
|
|||
|
Net (loss) income attributable to common shareholders
|
|
$
|
(689
|
)
|
|
$
|
394
|
|
|
$
|
(919
|
)
|
|
Basic weighted-average common shares outstanding
|
|
1,355,375
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|||
|
Diluted weighted-average common shares outstanding (b)
|
|
1,355,375
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|||
|
Basic earnings per common share
|
|
|
|
|
|
|
||||||
|
Net (loss) income from continuing operations
|
|
$
|
(468
|
)
|
|
$
|
427
|
|
|
$
|
(738
|
)
|
|
(Loss) income from discontinued operations, net of tax
|
|
(41
|
)
|
|
(131
|
)
|
|
47
|
|
|||
|
Net (loss) income
|
|
$
|
(509
|
)
|
|
$
|
296
|
|
|
$
|
(691
|
)
|
|
Diluted earnings per common share (b)
|
|
|
|
|
|
|
||||||
|
Net (loss) income from continuing operations
|
|
$
|
(468
|
)
|
|
$
|
427
|
|
|
$
|
(738
|
)
|
|
(Loss) income from discontinued operations, net of tax
|
|
(41
|
)
|
|
(131
|
)
|
|
47
|
|
|||
|
Net (loss) income
|
|
$
|
(509
|
)
|
|
$
|
296
|
|
|
$
|
(691
|
)
|
|
(a)
|
Refer to
Note 17
to the Consolidated Financial Statements for further detail.
|
|
(b)
|
Due to the antidilutive effect of converting the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares and the net loss from continuing operations attributable to common shareholders for
2013
, and
2011
, 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.
|
|
Year ended December 31
, ($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income (loss)
|
$
|
361
|
|
|
$
|
1,196
|
|
|
$
|
(157
|
)
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
||||||
|
Unrealized (losses) gains on investment securities
|
|
|
|
|
|
||||||
|
Net unrealized (losses) gains arising during the period
|
(159
|
)
|
|
331
|
|
|
196
|
|
|||
|
Less: Net realized gains reclassified to net income
|
186
|
|
|
141
|
|
|
284
|
|
|||
|
Net change
|
(345
|
)
|
|
190
|
|
|
(88
|
)
|
|||
|
Translation adjustments and net investment hedges
|
|
|
|
|
|
||||||
|
Translation adjustments
|
(509
|
)
|
|
184
|
|
|
(237
|
)
|
|||
|
Hedges
|
206
|
|
|
(168
|
)
|
|
173
|
|
|||
|
Net change
|
(303
|
)
|
|
16
|
|
|
(64
|
)
|
|||
|
Cash flow hedges
|
|
|
|
|
|
||||||
|
Net unrealized losses arising during the period
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|||
|
Less: Net realized losses reclassified to net income
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net change
|
3
|
|
|
(4
|
)
|
|
—
|
|
|||
|
Defined benefit pension plans
|
|
|
|
|
|
||||||
|
Net gains (losses) arising during the period
|
18
|
|
|
(36
|
)
|
|
(27
|
)
|
|||
|
Less: Net losses reclassified to net income
|
(40
|
)
|
|
(58
|
)
|
|
(7
|
)
|
|||
|
Net change
|
58
|
|
|
22
|
|
|
(20
|
)
|
|||
|
Other comprehensive (loss) income, net of tax
|
(587
|
)
|
|
224
|
|
|
(172
|
)
|
|||
|
Comprehensive (loss) income
|
$
|
(226
|
)
|
|
$
|
1,420
|
|
|
$
|
(329
|
)
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Assets
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
|
|
|
||||
|
Noninterest-bearing
|
|
$
|
1,315
|
|
|
$
|
1,073
|
|
|
Interest-bearing
|
|
4,216
|
|
|
6,440
|
|
||
|
Total cash and cash equivalents
|
|
5,531
|
|
|
7,513
|
|
||
|
Investment securities
|
|
17,083
|
|
|
14,178
|
|
||
|
Loans held-for-sale, net of unearned income ($16 and $2,490 fair value-elected)
|
|
35
|
|
|
2,576
|
|
||
|
Finance receivables and loans, net
|
|
|
|
|
||||
|
Finance receivables and loans, net of unearned income ($1 and $— fair value-elected)
|
|
100,328
|
|
|
99,055
|
|
||
|
Allowance for loan losses
|
|
(1,208
|
)
|
|
(1,170
|
)
|
||
|
Total finance receivables and loans, net
|
|
99,120
|
|
|
97,885
|
|
||
|
Investment in operating leases, net
|
|
17,680
|
|
|
13,550
|
|
||
|
Mortgage servicing rights
|
|
—
|
|
|
952
|
|
||
|
Premiums receivable and other insurance assets
|
|
1,613
|
|
|
1,609
|
|
||
|
Other assets
|
|
9,589
|
|
|
11,908
|
|
||
|
Assets of operations held-for-sale
|
|
516
|
|
|
32,176
|
|
||
|
Total assets
|
|
$
|
151,167
|
|
|
$
|
182,347
|
|
|
Liabilities
|
|
|
|
|
||||
|
Deposit liabilities
|
|
|
|
|
||||
|
Noninterest-bearing
|
|
$
|
60
|
|
|
$
|
1,977
|
|
|
Interest-bearing
|
|
53,290
|
|
|
45,938
|
|
||
|
Total deposit liabilities
|
|
53,350
|
|
|
47,915
|
|
||
|
Short-term borrowings
|
|
8,545
|
|
|
7,461
|
|
||
|
Long-term debt
|
|
69,465
|
|
|
74,561
|
|
||
|
Interest payable
|
|
888
|
|
|
932
|
|
||
|
Unearned insurance premiums and service revenue
|
|
2,314
|
|
|
2,296
|
|
||
|
Accrued expenses and other liabilities
|
|
2,397
|
|
|
6,585
|
|
||
|
Liabilities of operations held-for-sale
|
|
—
|
|
|
22,699
|
|
||
|
Total liabilities
|
|
136,959
|
|
|
162,449
|
|
||
|
Equity
|
|
|
|
|
||||
|
Common stock and paid-in capital
|
|
20,939
|
|
|
19,668
|
|
||
|
Mandatorily convertible preferred stock held by U.S. Department of Treasury
|
|
—
|
|
|
5,685
|
|
||
|
Preferred stock
|
|
1,255
|
|
|
1,255
|
|
||
|
Accumulated deficit
|
|
(7,710
|
)
|
|
(7,021
|
)
|
||
|
Accumulated other comprehensive (loss) income
|
|
(276
|
)
|
|
311
|
|
||
|
Total equity
|
|
14,208
|
|
|
19,898
|
|
||
|
Total liabilities and equity
|
|
$
|
151,167
|
|
|
$
|
182,347
|
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Assets
|
|
|
|
|
||||
|
Finance receivables and loans, net
|
|
|
|
|
||||
|
Finance receivables and loans, net of unearned income
|
|
$
|
32,265
|
|
|
$
|
31,510
|
|
|
Allowance for loan losses
|
|
(174
|
)
|
|
(144
|
)
|
||
|
Total finance receivables and loans, net
|
|
32,091
|
|
|
31,366
|
|
||
|
Investment in operating leases, net
|
|
4,620
|
|
|
6,060
|
|
||
|
Other assets
|
|
3,436
|
|
|
2,868
|
|
||
|
Assets of operations held-for-sale
|
|
—
|
|
|
12,139
|
|
||
|
Total assets
|
|
$
|
40,147
|
|
|
$
|
52,433
|
|
|
Liabilities
|
|
|
|
|
|
|
||
|
Short-term borrowings
|
|
$
|
250
|
|
|
$
|
400
|
|
|
Long-term debt
|
|
24,147
|
|
|
26,461
|
|
||
|
Interest payable
|
|
—
|
|
|
1
|
|
||
|
Accrued expenses and other liabilities
|
|
43
|
|
|
16
|
|
||
|
Liabilities of operations held-for-sale
|
|
—
|
|
|
9,686
|
|
||
|
Total liabilities
|
|
$
|
24,440
|
|
|
$
|
36,564
|
|
|
($ 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, 2011
|
$
|
19,668
|
|
|
$
|
5,685
|
|
|
$
|
1,287
|
|
|
$
|
(6,501
|
)
|
|
$
|
259
|
|
|
$
|
20,398
|
|
|
Net loss
|
|
|
|
|
|
|
(157
|
)
|
|
|
|
(157
|
)
|
||||||||||
|
Preferred stock dividends — U.S. Department of Treasury
|
|
|
|
|
|
|
(534
|
)
|
|
|
|
(534
|
)
|
||||||||||
|
Preferred stock dividends
|
|
|
|
|
|
|
(260
|
)
|
|
|
|
(260
|
)
|
||||||||||
|
Series A preferred stock amendment
|
|
|
|
|
(32
|
)
|
|
32
|
|
|
|
|
—
|
|
|||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(172
|
)
|
|
(172
|
)
|
||||||||
|
Other (a)
|
|
|
|
|
|
|
5
|
|
|
|
|
|
5
|
|
|||||||||
|
Balance at December 31, 2011
|
$
|
19,668
|
|
|
$
|
5,685
|
|
|
$
|
1,255
|
|
|
$
|
(7,415
|
)
|
|
$
|
87
|
|
|
$
|
19,280
|
|
|
Net income
|
|
|
|
|
|
|
1,196
|
|
|
|
|
1,196
|
|
||||||||||
|
Preferred stock dividends — U.S. Department of Treasury
|
|
|
|
|
|
|
(535
|
)
|
|
|
|
(535
|
)
|
||||||||||
|
Preferred stock dividends
|
|
|
|
|
|
|
(267
|
)
|
|
|
|
(267
|
)
|
||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
224
|
|
|
224
|
|
||||||||||
|
Balance at December 31, 2012
|
$
|
19,668
|
|
|
$
|
5,685
|
|
|
$
|
1,255
|
|
|
$
|
(7,021
|
)
|
|
$
|
311
|
|
|
$
|
19,898
|
|
|
Net income
|
|
|
|
|
|
|
361
|
|
|
|
|
361
|
|
||||||||||
|
Preferred stock dividends — U.S. Department of Treasury (b)
|
|
|
|
|
|
|
(543
|
)
|
|
|
|
(543
|
)
|
||||||||||
|
Preferred stock dividends
|
|
|
|
|
|
|
(267
|
)
|
|
|
|
(267
|
)
|
||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(587
|
)
|
|
(587
|
)
|
|||||||
|
Increase in paid-in capital
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||
|
Issuance of common stock
|
1,270
|
|
|
|
|
|
|
|
|
|
|
|
|
1,270
|
|
||||||||
|
Repurchase of mandatorily convertible preferred stock held by U.S. Department of Treasury and elimination of share adjustment right (c)
|
|
|
|
(5,685
|
)
|
|
|
|
(240
|
)
|
|
|
|
(5,925
|
)
|
||||||||
|
Balance at December 31, 2013
|
$
|
20,939
|
|
|
$
|
—
|
|
|
$
|
1,255
|
|
|
$
|
(7,710
|
)
|
|
$
|
(276
|
)
|
|
$
|
14,208
|
|
|
(a)
|
Represents a reduction of the estimated payment accrued for tax distributions as a result of the completion of the GMAC LLC U.S. Return of Partnership Income for the tax period January 1, 2009, through June 30, 2009.
|
|
(b)
|
Includes
$8 million
of preferred stock dividends paid to the U.S. Department of Treasury related to the period from November 15, 2013 through November 20, 2013.
|
|
(c)
|
Refer to
Note 17
to the Consolidated Financial Statements for further detail.
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Operating activities
|
|
|
|
|
|
|
||||||
|
Net income (loss)
|
|
$
|
361
|
|
|
$
|
1,196
|
|
|
$
|
(157
|
)
|
|
Reconciliation of net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
2,864
|
|
|
2,381
|
|
|
2,713
|
|
|||
|
Changes in fair value of mortgage servicing rights
|
|
101
|
|
|
677
|
|
|
1,606
|
|
|||
|
Provision for loan losses
|
|
570
|
|
|
405
|
|
|
217
|
|
|||
|
Gain on sale of loans, net
|
|
(55
|
)
|
|
(527
|
)
|
|
(459
|
)
|
|||
|
Net gain on investment securities
|
|
(182
|
)
|
|
(177
|
)
|
|
(294
|
)
|
|||
|
Loss on extinguishment of debt
|
|
59
|
|
|
148
|
|
|
64
|
|
|||
|
Originations and purchases of loans held-for-sale
|
|
(6,235
|
)
|
|
(33,075
|
)
|
|
(60,270
|
)
|
|||
|
Proceeds from sales and repayments of loans held-for-sale
|
|
8,696
|
|
|
34,073
|
|
|
61,187
|
|
|||
|
Impairment and accruals related to Residential Capital, LLC
|
|
(600
|
)
|
|
1,192
|
|
|
—
|
|
|||
|
Gain on sale of subsidiaries, net
|
|
(666
|
)
|
|
(28
|
)
|
|
—
|
|
|||
|
Net change in
|
|
|
|
|
|
|
||||||
|
Trading assets
|
|
—
|
|
|
595
|
|
|
(483
|
)
|
|||
|
Deferred income taxes
|
|
(671
|
)
|
|
(1,491
|
)
|
|
(198
|
)
|
|||
|
Interest payable
|
|
(39
|
)
|
|
(311
|
)
|
|
(98
|
)
|
|||
|
Other assets
|
|
2,592
|
|
|
802
|
|
|
(311
|
)
|
|||
|
Other liabilities
|
|
(3,860
|
)
|
|
(595
|
)
|
|
1,390
|
|
|||
|
Other, net
|
|
(434
|
)
|
|
(216
|
)
|
|
586
|
|
|||
|
Net cash provided by operating activities
|
|
2,501
|
|
|
5,049
|
|
|
5,493
|
|
|||
|
Investing activities
|
|
|
|
|
|
|
||||||
|
Purchases of available-for-sale securities
|
|
(12,304
|
)
|
|
(12,816
|
)
|
|
(19,377
|
)
|
|||
|
Proceeds from sales of available-for-sale securities
|
|
3,627
|
|
|
7,662
|
|
|
14,232
|
|
|||
|
Proceeds from maturities and repayment of available-for-sale securities
|
|
5,509
|
|
|
5,673
|
|
|
4,965
|
|
|||
|
Net increase in finance receivables and loans
|
|
(2,479
|
)
|
|
(11,943
|
)
|
|
(16,998
|
)
|
|||
|
Proceeds from sales of finance receivables and loans
|
|
—
|
|
|
2,332
|
|
|
2,868
|
|
|||
|
Purchases of operating lease assets
|
|
(9,196
|
)
|
|
(7,444
|
)
|
|
(6,528
|
)
|
|||
|
Disposals of operating lease assets
|
|
2,964
|
|
|
1,745
|
|
|
5,517
|
|
|||
|
Sale of mortgage servicing rights
|
|
911
|
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sale of business units, net (a)
|
|
7,444
|
|
|
516
|
|
|
50
|
|
|||
|
Net cash effect from deconsolidation of Residential Capital, LLC
|
|
—
|
|
|
(539
|
)
|
|
—
|
|
|||
|
Net change in restricted cash
|
|
(70
|
)
|
|
(1,698
|
)
|
|
346
|
|
|||
|
Other, net
|
|
51
|
|
|
(43
|
)
|
|
797
|
|
|||
|
Net cash used in investing activities
|
|
(3,543
|
)
|
|
(16,555
|
)
|
|
(14,128
|
)
|
|||
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||
|
Net change in short-term borrowings
|
|
1,591
|
|
|
2,694
|
|
|
514
|
|
|||
|
Net increase in deposits
|
|
5,375
|
|
|
6,653
|
|
|
6,074
|
|
|||
|
Proceeds from issuance of long-term debt
|
|
27,312
|
|
|
39,401
|
|
|
44,754
|
|
|||
|
Repayments of long-term debt
|
|
(31,892
|
)
|
|
(39,909
|
)
|
|
(40,473
|
)
|
|||
|
Proceeds from issuance of common stock
|
|
1,270
|
|
|
—
|
|
|
—
|
|
|||
|
Repurchase of mandatorily convertible preferred stock held by U.S. Department of Treasury and elimination of share adjustment right
|
|
(5,925
|
)
|
|
—
|
|
|
—
|
|
|||
|
Dividends paid
|
|
(810
|
)
|
|
(802
|
)
|
|
(819
|
)
|
|||
|
Net cash (used in) provided by financing activities
|
|
(3,079
|
)
|
|
8,037
|
|
|
10,050
|
|
|||
|
Effect of exchange-rate changes on cash and cash equivalents
|
|
45
|
|
|
(58
|
)
|
|
49
|
|
|||
|
Net (decrease) increase in cash and cash equivalents
|
|
(4,076
|
)
|
|
(3,527
|
)
|
|
1,464
|
|
|||
|
Adjustment for change in cash and cash equivalents of operations held-for-sale (a) (b)
|
|
2,094
|
|
|
(1,995
|
)
|
|
(99
|
)
|
|||
|
Cash and cash equivalents at beginning of year
|
|
7,513
|
|
|
13,035
|
|
|
11,670
|
|
|||
|
Cash and cash equivalents at end of year
|
|
$
|
5,531
|
|
|
$
|
7,513
|
|
|
$
|
13,035
|
|
|
Supplemental disclosures
|
|
|
|
|
|
|
||||||
|
Cash paid for
|
|
|
|
|
|
|
||||||
|
Interest
|
|
$
|
3,827
|
|
|
$
|
5,311
|
|
|
$
|
5,630
|
|
|
Income taxes
|
|
75
|
|
|
404
|
|
|
507
|
|
|||
|
Noncash items
|
|
|
|
|
|
|
||||||
|
Transfer of mortgage servicing rights into trading securities through certification
|
|
—
|
|
|
—
|
|
|
266
|
|
|||
|
Other disclosures
|
|
|
|
|
|
|
||||||
|
Proceeds from sales and repayments of mortgage loans held-for-investment originally designated as held-for-sale
|
|
51
|
|
|
127
|
|
|
241
|
|
|||
|
(a)
|
The amounts are net of cash and cash equivalents of
$1.6 billion
at
December 31, 2013
,
$147 million
at
December 31, 2012
, and
$88 million
at December 31, 2011 of business units at the time of disposition.
|
|
(b)
|
Cash flows of discontinued operations are reflected within operating, investing, and financing activities in the Consolidated Statement of Cash Flows. The cash balance of these operations is reported as assets of operations held-for-sale on the Consolidated Balance Sheet.
|
|
•
|
Consumer automobile
— Consists of retail automobile financing for new and used vehicles.
|
|
•
|
Consumer mortgage
— Consists of first mortgage, subordinate-lien mortgages and home equity loans.
|
|
•
|
Commercial
— Consists of the following classes of finance receivables.
|
|
•
|
Commercial and Industrial
|
|
•
|
Automobile
— Consists of financing operations to fund dealer purchases of new and used vehicles through wholesale or floorplan financing. Additional commercial offerings include automotive dealer term loans, revolving lines of credit, and dealer fleet financing.
|
|
•
|
Mortgage
— Consists primarily of warehouse lending.
|
|
•
|
Other
— Consists of senior secured commercial lending.
|
|
•
|
Commercial Real Estate
—
Automobile
— Consists of term loans to finance dealership land and buildings.
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Select Mortgage operations
|
|
|
|
|
|
|
||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
439
|
|
|
$
|
562
|
|
|
Pretax loss including direct costs to transact a sale (a) (b)
|
|
(1,741
|
)
|
|
(1,282
|
)
|
|
(811
|
)
|
|||
|
Tax (benefit) expense (c)
|
|
(592
|
)
|
|
(443
|
)
|
|
2
|
|
|||
|
Select Insurance operations
|
|
|
|
|
|
|
||||||
|
Total net revenue
|
|
$
|
190
|
|
|
$
|
625
|
|
|
$
|
710
|
|
|
Pretax income including direct costs to transact a sale (a)
|
|
319
|
|
(d)
|
86
|
|
|
145
|
|
|||
|
Tax (benefit) expense (c)
|
|
(14
|
)
|
|
53
|
|
|
39
|
|
|||
|
Select Automotive Finance operations
|
|
|
|
|
|
|
||||||
|
Total net revenue
|
|
$
|
572
|
|
|
$
|
1,503
|
|
|
$
|
1,690
|
|
|
Pretax income including direct costs to transact a sale (a)
|
|
660
|
|
(e)
|
786
|
|
|
820
|
|
|||
|
Tax (benefit) expense (c)
|
|
(101
|
)
|
|
235
|
|
|
92
|
|
|||
|
Select Corporate and Other operations
|
|
|
|
|
|
|
||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
7
|
|
|
Pretax income
|
|
—
|
|
|
83
|
|
|
44
|
|
|||
|
Tax expense
|
|
—
|
|
|
2
|
|
|
3
|
|
|||
|
(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
$488 million
in connection with the sale of our European and Latin American automotive finance operations and pretax gain of
$888 million
in connection with the sale of our Canadian automotive finance operations, Ally Credit Canada Limited and ResMor Trust.
|
|
December 31,
($ in millions)
|
|
Select
Insurance operations (a) |
|
Select
Automotive Finance operations (b) |
|
Total
held-for-sale operations |
||||||
|
2013
|
|
|
|
|
|
|
||||||
|
Assets
|
|
|
|
|
|
|
||||||
|
Other assets
|
|
$
|
—
|
|
|
$
|
516
|
|
|
$
|
516
|
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
516
|
|
|
$
|
516
|
|
|
2012
|
|
|
|
|
|
|
||||||
|
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 of unearned income
|
|
—
|
|
|
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 that provide vehicle service contracts and insurance products, and ABA Seguros.
|
|
(b)
|
Includes our Canadian operations sold to Royal Bank of Canada and international entities being sold to GM Financial.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Year ended December 31,
($ in millions)
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
||||||||||||
|
Insurance premiums
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Direct
|
$
|
270
|
|
|
$
|
305
|
|
|
$
|
332
|
|
|
$
|
335
|
|
|
$
|
342
|
|
|
$
|
309
|
|
|
Assumed
|
61
|
|
|
58
|
|
|
44
|
|
|
49
|
|
|
38
|
|
|
76
|
|
||||||
|
Gross insurance premiums
|
331
|
|
|
363
|
|
|
376
|
|
|
384
|
|
|
380
|
|
|
385
|
|
||||||
|
Ceded
|
(172
|
)
|
|
(120
|
)
|
|
(141
|
)
|
|
(109
|
)
|
|
(129
|
)
|
|
(126
|
)
|
||||||
|
Net insurance premiums
|
159
|
|
|
243
|
|
|
235
|
|
|
275
|
|
|
251
|
|
|
259
|
|
||||||
|
Service revenue
|
838
|
|
|
769
|
|
|
826
|
|
|
780
|
|
|
788
|
|
|
894
|
|
||||||
|
Insurance premiums and service revenue written and earned
|
$
|
997
|
|
|
$
|
1,012
|
|
|
$
|
1,061
|
|
|
$
|
1,055
|
|
|
$
|
1,039
|
|
|
$
|
1,153
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Late charges and other administrative fees
|
$
|
94
|
|
|
$
|
83
|
|
|
$
|
82
|
|
|
Remarketing fees
|
82
|
|
|
63
|
|
|
96
|
|
|||
|
Mortgage processing fees and other mortgage income
|
81
|
|
|
475
|
|
|
236
|
|
|||
|
Fair value adjustment on derivatives (a)
|
24
|
|
|
(30
|
)
|
|
(125
|
)
|
|||
|
Securitization income
|
23
|
|
|
45
|
|
|
199
|
|
|||
|
Other, net
|
79
|
|
|
101
|
|
|
133
|
|
|||
|
Total other income, net of losses
|
$
|
383
|
|
|
$
|
737
|
|
|
$
|
621
|
|
|
(a)
|
Refer to
Note 21
for a description of derivative instruments and hedging activities.
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Insurance commissions
|
$
|
370
|
|
|
$
|
382
|
|
|
$
|
431
|
|
|
Technology and communications
|
346
|
|
|
317
|
|
|
342
|
|
|||
|
Professional services
|
176
|
|
|
149
|
|
|
171
|
|
|||
|
Lease and loan administration
|
173
|
|
|
325
|
|
|
201
|
|
|||
|
Advertising and marketing
|
136
|
|
|
145
|
|
|
150
|
|
|||
|
Regulatory and licensing fees
|
116
|
|
|
118
|
|
|
124
|
|
|||
|
Provision for legal and regulatory settlements (a)
|
105
|
|
|
6
|
|
|
2
|
|
|||
|
Mortgage representation and warranty obligation, net
|
104
|
|
|
171
|
|
|
—
|
|
|||
|
Premises and equipment depreciation
|
81
|
|
|
76
|
|
|
70
|
|
|||
|
Vehicle remarketing and repossession
|
60
|
|
|
52
|
|
|
84
|
|
|||
|
Occupancy
|
44
|
|
|
50
|
|
|
47
|
|
|||
|
Other
|
270
|
|
|
271
|
|
|
361
|
|
|||
|
Total other operating expenses
|
$
|
1,981
|
|
|
$
|
2,062
|
|
|
$
|
1,983
|
|
|
(a)
|
Results for the year ended
December 31, 2013
include a
$98 million
settlement charge related to Consent Orders issued by the Consumer Financial Protection Bureau (CFPB) and the U.S. Department of Justice (DOJ) pertaining to the allegation of disparate impact in the automotive finance business. Refer to
Note 29
for additional details.
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
|
|
Amortized cost
|
|
Gross unrealized
|
|
Fair
value |
|
Amortized cost
|
|
Gross unrealized
|
|
Fair
value |
||||||||||||||||||||
|
December 31,
($ in millions)
|
|
gains
|
|
losses
|
|
gains
|
|
losses
|
|
|||||||||||||||||||||||
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
U.S. Treasury and federal agencies
|
|
$
|
1,495
|
|
|
$
|
1
|
|
|
$
|
(69
|
)
|
|
$
|
1,427
|
|
|
$
|
2,212
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
2,214
|
|
|
U.S. States and political subdivisions
|
|
316
|
|
|
—
|
|
|
(1
|
)
|
|
315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Foreign government
|
|
287
|
|
|
4
|
|
|
(3
|
)
|
|
288
|
|
|
295
|
|
|
8
|
|
|
—
|
|
|
303
|
|
||||||||
|
Mortgage-backed residential (a)
|
|
11,131
|
|
|
49
|
|
|
(398
|
)
|
|
10,782
|
|
|
6,779
|
|
|
130
|
|
|
(3
|
)
|
|
6,906
|
|
||||||||
|
Mortgage-backed commercial
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Asset-backed
|
|
2,207
|
|
|
15
|
|
|
(3
|
)
|
|
2,219
|
|
|
2,309
|
|
|
32
|
|
|
(1
|
)
|
|
2,340
|
|
||||||||
|
Corporate debt
|
|
1,052
|
|
|
23
|
|
|
(6
|
)
|
|
1,069
|
|
|
1,209
|
|
|
57
|
|
|
(3
|
)
|
|
1,263
|
|
||||||||
|
Total debt securities
|
|
16,527
|
|
|
92
|
|
|
(480
|
)
|
|
16,139
|
|
|
12,804
|
|
|
230
|
|
|
(8
|
)
|
|
13,026
|
|
||||||||
|
Equity securities
|
|
898
|
|
|
74
|
|
|
(28
|
)
|
|
944
|
|
|
1,193
|
|
|
32
|
|
|
(73
|
)
|
|
1,152
|
|
||||||||
|
Total available-for-sale securities (b)
|
|
$
|
17,425
|
|
|
$
|
166
|
|
|
$
|
(508
|
)
|
|
$
|
17,083
|
|
|
$
|
13,997
|
|
|
$
|
262
|
|
|
$
|
(81
|
)
|
|
$
|
14,178
|
|
|
(a)
|
Residential mortgage-backed securities include agency-backed bonds totaling
$8,266 million
and
$4,983 million
at
December 31, 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
$15 million
at
December 31, 2013
, and
December 31, 2012
, respectively.
|
|
|
|
Total
|
|
Due in
one year
or less
|
|
Due after
one year
through
five years
|
|
Due after
five years
through
ten years
|
|
Due after
ten years (a)
|
|||||||||||||||||||||||||
|
($ in millions)
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|||||||||||||||
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Fair value of available-for-sale debt securities (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
U.S. Treasury and federal agencies
|
|
$
|
1,427
|
|
|
1.3
|
%
|
|
$
|
9
|
|
|
3.0
|
%
|
|
$
|
766
|
|
|
1.2
|
%
|
|
$
|
652
|
|
|
1.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
U.S. States and political subdivisions
|
|
315
|
|
|
3.3
|
|
|
39
|
|
|
1.3
|
|
|
10
|
|
|
0.6
|
|
|
102
|
|
|
2.6
|
|
|
164
|
|
|
4.3
|
|
|||||
|
Foreign government
|
|
288
|
|
|
2.7
|
|
|
18
|
|
|
2.7
|
|
|
105
|
|
|
2.4
|
|
|
164
|
|
|
2.9
|
|
|
1
|
|
|
2.7
|
|
|||||
|
Mortgage-backed residential
|
|
10,782
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
2.1
|
|
|
3
|
|
|
4.2
|
|
|
10,689
|
|
|
2.7
|
|
|||||
|
Mortgage-backed commercial
|
|
39
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
1.3
|
|
|||||
|
Asset-backed
|
|
2,219
|
|
|
2.0
|
|
|
76
|
|
|
2.4
|
|
|
1,483
|
|
|
1.9
|
|
|
491
|
|
|
1.9
|
|
|
169
|
|
|
2.7
|
|
|||||
|
Corporate debt
|
|
1,069
|
|
|
4.1
|
|
|
24
|
|
|
3.4
|
|
|
547
|
|
|
3.0
|
|
|
430
|
|
|
5.3
|
|
|
68
|
|
|
5.7
|
|
|||||
|
Total available-for-sale debt securities
|
|
$
|
16,139
|
|
|
2.5
|
|
|
$
|
166
|
|
|
2.3
|
|
|
$
|
3,001
|
|
|
1.9
|
|
|
$
|
1,842
|
|
|
2.5
|
|
|
$
|
11,130
|
|
|
2.7
|
|
|
Amortized cost of available-for-sale debt securities
|
|
$
|
16,527
|
|
|
|
|
$
|
165
|
|
|
|
|
$
|
3,000
|
|
|
|
|
$
|
1,882
|
|
|
|
|
$
|
11,480
|
|
|
|
|||||
|
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.
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Gross realized gains
|
$
|
221
|
|
|
$
|
241
|
|
|
$
|
297
|
|
|
Gross realized losses
|
(21
|
)
|
|
(34
|
)
|
|
(28
|
)
|
|||
|
Other-than-temporary impairment
|
(20
|
)
|
|
(61
|
)
|
|
(11
|
)
|
|||
|
Other gain on investments, net
|
$
|
180
|
|
|
$
|
146
|
|
|
$
|
258
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Taxable interest
|
$
|
297
|
|
|
$
|
262
|
|
|
$
|
325
|
|
|
Taxable dividends
|
25
|
|
|
30
|
|
|
25
|
|
|||
|
Interest and dividends exempt from U.S. federal income tax
|
3
|
|
|
—
|
|
|
—
|
|
|||
|
Interest and dividends on available-for-sale securities
|
$
|
325
|
|
|
$
|
292
|
|
|
$
|
350
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
|
|
Less than
12 months |
|
12 months
or longer |
|
Less than
12 months |
|
12 months
or longer |
||||||||||||||||||||||||
|
December 31,
($ 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
|
|
$
|
1,405
|
|
|
$
|
(69
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
U.S. States and political subdivisions
|
|
212
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Foreign government
|
|
114
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Mortgage-backed
|
|
7,503
|
|
|
(388
|
)
|
|
100
|
|
|
(10
|
)
|
|
493
|
|
|
(2
|
)
|
|
23
|
|
|
(1
|
)
|
||||||||
|
Asset-backed
|
|
407
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
143
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||||
|
Corporate debt
|
|
310
|
|
|
(6
|
)
|
|
3
|
|
|
—
|
|
|
120
|
|
|
(2
|
)
|
|
15
|
|
|
(1
|
)
|
||||||||
|
Total temporarily impaired debt securities
|
|
9,951
|
|
|
(470
|
)
|
|
104
|
|
|
(10
|
)
|
|
1,011
|
|
|
(6
|
)
|
|
39
|
|
|
(2
|
)
|
||||||||
|
Temporarily impaired equity securities
|
|
167
|
|
|
(12
|
)
|
|
100
|
|
|
(16
|
)
|
|
380
|
|
|
(39
|
)
|
|
218
|
|
|
(34
|
)
|
||||||||
|
Total temporarily impaired available-for-sale securities
|
|
$
|
10,118
|
|
|
$
|
(482
|
)
|
|
$
|
204
|
|
|
$
|
(26
|
)
|
|
$
|
1,391
|
|
|
$
|
(45
|
)
|
|
$
|
257
|
|
|
$
|
(36
|
)
|
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
||||
|
Consumer automobile (a)
|
|
$
|
56,417
|
|
|
$
|
53,715
|
|
|
Consumer mortgage (b) (c)
|
|
8,444
|
|
|
9,821
|
|
||
|
Commercial
|
|
|
|
|
||||
|
Commercial and industrial
|
|
|
|
|
||||
|
Automobile
|
|
30,948
|
|
|
30,270
|
|
||
|
Mortgage
|
|
—
|
|
|
—
|
|
||
|
Other
|
|
1,664
|
|
|
2,697
|
|
||
|
Commercial real estate - Automobile
|
|
2,855
|
|
|
2,552
|
|
||
|
Total commercial
|
|
35,467
|
|
|
35,519
|
|
||
|
Total finance receivables and loans (d)
|
|
$
|
100,328
|
|
|
$
|
99,055
|
|
|
(a)
|
Includes
$1 million
of fair value adjustment for loans in hedge accounting relationships at
December 31, 2013
. Refer to
Note 21
for additional information.
|
|
(b)
|
Includes interest-only mortgage loans of
$1.5 billion
and
$2.1 billion
at
December 31, 2013
, and
December 31, 2012
, respectively, the majority of which are expected to start principal amortization in 2015 or beyond.
|
|
(c)
|
Includes domestic consumer mortgages at a fair value of
$1 million
at
December 31, 2013
, as a result of fair value option election.
|
|
(d)
|
Totals are net of unearned income, unamortized premiums and discounts, and deferred fees and costs of
$595 million
and
$895 million
at
December 31, 2013
, and
December 31, 2012
, respectively.
|
|
(
$ in millions
)
|
|
Consumer
automobile |
|
Consumer
mortgage |
|
Commercial
|
|
Total
|
||||||||
|
Allowance at January 1, 2013
|
|
$
|
575
|
|
|
$
|
452
|
|
|
$
|
143
|
|
|
$
|
1,170
|
|
|
Charge-offs
|
|
(639
|
)
|
|
(93
|
)
|
|
(5
|
)
|
|
(737
|
)
|
||||
|
Recoveries
|
|
237
|
|
|
18
|
|
|
10
|
|
|
265
|
|
||||
|
Net charge-offs
|
|
(402
|
)
|
|
(75
|
)
|
|
5
|
|
|
(472
|
)
|
||||
|
Provision for loan losses
|
|
490
|
|
|
13
|
|
|
(2
|
)
|
|
501
|
|
||||
|
Other
|
|
10
|
|
|
(1
|
)
|
|
—
|
|
|
9
|
|
||||
|
Allowance at December 31, 2013
|
|
$
|
673
|
|
|
$
|
389
|
|
|
$
|
146
|
|
|
$
|
1,208
|
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||
|
Individually evaluated for impairment
|
|
$
|
23
|
|
|
$
|
199
|
|
|
$
|
26
|
|
|
$
|
248
|
|
|
Collectively evaluated for impairment
|
|
650
|
|
|
190
|
|
|
120
|
|
|
960
|
|
||||
|
Loans acquired with deteriorated credit quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Finance receivables and loans at historical cost
|
|
|
|
|
|
|
|
|
||||||||
|
Ending balance
|
|
56,417
|
|
|
8,443
|
|
|
35,467
|
|
|
100,327
|
|
||||
|
Individually evaluated for impairment
|
|
281
|
|
|
919
|
|
|
204
|
|
|
1,404
|
|
||||
|
Collectively evaluated for impairment
|
|
56,128
|
|
|
7,524
|
|
|
35,263
|
|
|
98,915
|
|
||||
|
Loans acquired with deteriorated credit quality
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
|
(
$ in millions
)
|
|
Consumer
automobile |
|
Consumer
mortgage |
|
Commercial
|
|
Total
|
||||||||
|
Allowance at January 1, 2012
|
|
$
|
766
|
|
|
$
|
516
|
|
|
$
|
221
|
|
|
$
|
1,503
|
|
|
Charge-offs
|
|
(616
|
)
|
|
(149
|
)
|
|
(11
|
)
|
|
(776
|
)
|
||||
|
Recoveries
|
|
247
|
|
|
11
|
|
|
44
|
|
|
302
|
|
||||
|
Net charge-offs
|
|
(369
|
)
|
|
(138
|
)
|
|
33
|
|
|
(474
|
)
|
||||
|
Provision for loan losses
|
|
257
|
|
|
86
|
|
|
(14
|
)
|
|
329
|
|
||||
|
Other (a)
|
|
(79
|
)
|
|
(12
|
)
|
|
(97
|
)
|
|
(188
|
)
|
||||
|
Allowance at December 31, 2012
|
|
$
|
575
|
|
|
$
|
452
|
|
|
$
|
143
|
|
|
$
|
1,170
|
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|
|
||||||||
|
Individually evaluated for impairment
|
|
$
|
16
|
|
|
$
|
186
|
|
|
$
|
26
|
|
|
$
|
228
|
|
|
Collectively evaluated for impairment
|
|
556
|
|
|
266
|
|
|
117
|
|
|
939
|
|
||||
|
Loans acquired with deteriorated credit quality
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
|
Finance receivables and loans at historical cost
|
|
|
|
|
|
|
|
|
||||||||
|
Ending balance
|
|
53,715
|
|
|
9,821
|
|
|
35,519
|
|
|
99,055
|
|
||||
|
Individually evaluated for impairment
|
|
260
|
|
|
873
|
|
|
1,538
|
|
|
2,671
|
|
||||
|
Collectively evaluated for impairment
|
|
53,425
|
|
|
8,948
|
|
|
33,981
|
|
|
96,354
|
|
||||
|
Loans acquired with deteriorated credit quality
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
|
(a)
|
Includes provision for loan losses relating to discontinued operations of
$65 million
.
|
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
||||
|
Consumer automobile
|
|
$
|
—
|
|
|
$
|
1,960
|
|
|
Consumer mortgage
|
|
—
|
|
|
40
|
|
||
|
Commercial
|
|
65
|
|
|
96
|
|
||
|
Total sales and transfers
|
|
$
|
65
|
|
|
$
|
2,096
|
|
|
December 31, (
$ 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 |
||||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Consumer automobile
|
|
$
|
1,145
|
|
|
$
|
255
|
|
|
$
|
157
|
|
|
$
|
1,557
|
|
|
$
|
54,860
|
|
|
$
|
56,417
|
|
|
Consumer mortgage
|
|
82
|
|
|
31
|
|
|
124
|
|
|
237
|
|
|
8,206
|
|
|
8,443
|
|
||||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Automobile
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|
30,912
|
|
|
30,948
|
|
||||||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,664
|
|
|
1,664
|
|
||||||
|
Commercial real estate - Automobile
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
2,849
|
|
|
2,855
|
|
||||||
|
Total commercial
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
35,425
|
|
|
35,467
|
|
||||||
|
Total consumer and commercial
|
|
$
|
1,227
|
|
|
$
|
286
|
|
|
$
|
323
|
|
|
$
|
1,836
|
|
|
$
|
98,491
|
|
|
$
|
100,327
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Consumer automobile
|
|
$
|
920
|
|
|
$
|
213
|
|
|
$
|
138
|
|
|
$
|
1,271
|
|
|
$
|
52,444
|
|
|
$
|
53,715
|
|
|
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
|
|
||||||
|
Total commercial
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
35,494
|
|
|
35,519
|
|
||||||
|
Total consumer and commercial
|
|
$
|
1,001
|
|
|
$
|
256
|
|
|
$
|
337
|
|
|
$
|
1,594
|
|
|
$
|
97,461
|
|
|
$
|
99,055
|
|
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
||||
|
Consumer automobile
|
|
$
|
329
|
|
|
$
|
260
|
|
|
Consumer mortgage
|
|
192
|
|
|
382
|
|
||
|
Commercial
|
|
|
|
|
||||
|
Commercial and industrial
|
|
|
|
|
||||
|
Automobile
|
|
116
|
|
|
146
|
|
||
|
Mortgage
|
|
—
|
|
|
—
|
|
||
|
Other
|
|
74
|
|
|
33
|
|
||
|
Commercial real estate - Automobile
|
|
14
|
|
|
37
|
|
||
|
Total commercial
|
|
204
|
|
|
216
|
|
||
|
Total consumer and commercial finance receivables and loans
|
|
$
|
725
|
|
|
$
|
858
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
December 31, (
$ in millions
)
|
|
Performing
|
|
Nonperforming
|
|
Total
|
|
Performing
|
|
Nonperforming
|
|
Total
|
||||||||||||
|
Consumer automobile
|
|
$
|
56,088
|
|
|
$
|
329
|
|
|
$
|
56,417
|
|
|
$
|
53,455
|
|
|
$
|
260
|
|
|
$
|
53,715
|
|
|
Consumer mortgage
|
|
8,251
|
|
|
192
|
|
|
8,443
|
|
|
9,439
|
|
|
382
|
|
|
9,821
|
|
||||||
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
December 31, (
$ in millions
)
|
|
Pass
|
|
Criticized (a)
|
|
Total
|
|
Pass
|
|
Criticized (a)
|
|
Total
|
||||||||||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Automobile
|
|
$
|
29,194
|
|
|
$
|
1,754
|
|
|
$
|
30,948
|
|
|
$
|
28,978
|
|
|
$
|
1,292
|
|
|
$
|
30,270
|
|
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
|
1,388
|
|
|
276
|
|
|
1,664
|
|
|
2,417
|
|
|
280
|
|
|
2,697
|
|
||||||
|
Commercial real estate - Automobile
|
|
2,770
|
|
|
85
|
|
|
2,855
|
|
|
2,440
|
|
|
112
|
|
|
2,552
|
|
||||||
|
Total commercial
|
|
$
|
33,352
|
|
|
$
|
2,115
|
|
|
$
|
35,467
|
|
|
$
|
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.
|
|
December 31, (
$ in millions
)
|
|
Unpaid principal balance
|
|
Carrying value before allowance
|
|
Impaired with no allowance
|
|
Impaired with an allowance
|
|
Allowance for impaired loans
|
||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
|
$
|
281
|
|
|
$
|
281
|
|
|
$
|
—
|
|
|
$
|
281
|
|
|
$
|
23
|
|
|
Consumer mortgage
|
|
924
|
|
|
919
|
|
|
128
|
|
|
791
|
|
|
199
|
|
|||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
|
116
|
|
|
116
|
|
|
57
|
|
|
59
|
|
|
7
|
|
|||||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other
|
|
74
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|
16
|
|
|||||
|
Commercial real estate - Automobile
|
|
14
|
|
|
14
|
|
|
9
|
|
|
5
|
|
|
3
|
|
|||||
|
Total commercial
|
|
204
|
|
|
204
|
|
|
66
|
|
|
138
|
|
|
26
|
|
|||||
|
Total consumer and commercial finance receivables and loans
|
|
$
|
1,409
|
|
|
$
|
1,404
|
|
|
$
|
194
|
|
|
$
|
1,210
|
|
|
$
|
248
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consumer automobile
|
|
$
|
260
|
|
|
$
|
260
|
|
|
$
|
90
|
|
|
$
|
170
|
|
|
$
|
16
|
|
|
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
|
|
|||||
|
Total commercial
|
|
216
|
|
|
216
|
|
|
72
|
|
|
144
|
|
|
26
|
|
|||||
|
Total consumer and commercial finance receivables and loans
|
|
$
|
1,434
|
|
|
$
|
1,349
|
|
|
$
|
286
|
|
|
$
|
1,063
|
|
|
$
|
228
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
Average
balance |
|
Interest
income |
|
Average
balance |
|
Interest
income |
|
Average
balance |
|
Interest
income |
||||||||||||
|
Consumer automobile
|
|
$
|
278
|
|
|
$
|
18
|
|
|
$
|
131
|
|
|
$
|
12
|
|
|
$
|
35
|
|
|
$
|
2
|
|
|
Consumer mortgage
|
|
908
|
|
|
29
|
|
|
693
|
|
|
28
|
|
|
553
|
|
|
22
|
|
||||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Automobile
|
|
152
|
|
|
6
|
|
|
178
|
|
|
8
|
|
|
303
|
|
|
19
|
|
||||||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
19
|
|
|
6
|
|
||||||
|
Other
|
|
72
|
|
|
2
|
|
|
32
|
|
|
6
|
|
|
84
|
|
|
1
|
|
||||||
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Automobile
|
|
29
|
|
|
1
|
|
|
64
|
|
|
1
|
|
|
126
|
|
|
7
|
|
||||||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
40
|
|
|
1
|
|
||||||
|
Total commercial
|
|
253
|
|
|
9
|
|
|
285
|
|
|
15
|
|
|
572
|
|
|
34
|
|
||||||
|
Total consumer and commercial finance receivables and loans
|
|
$
|
1,439
|
|
|
$
|
56
|
|
|
$
|
1,109
|
|
|
$
|
55
|
|
|
$
|
1,160
|
|
|
$
|
58
|
|
|
|
|
2013 (a)
|
|
2012 (a)
|
||||||||||||||||||
|
Year ended December 31, (
$ 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
|
|
19,388
|
|
|
$
|
297
|
|
|
$
|
249
|
|
|
36,285
|
|
|
$
|
407
|
|
|
$
|
295
|
|
|
Consumer mortgage
|
|
1,092
|
|
|
278
|
|
|
234
|
|
|
2,969
|
|
|
436
|
|
|
350
|
|
||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automobile
|
|
8
|
|
|
37
|
|
|
37
|
|
|
9
|
|
|
15
|
|
|
15
|
|
||||
|
Mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other
|
|
4
|
|
|
80
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Commercial real estate - Automobile
|
|
5
|
|
|
20
|
|
|
20
|
|
|
8
|
|
|
14
|
|
|
13
|
|
||||
|
Total commercial
|
|
17
|
|
|
137
|
|
|
135
|
|
|
17
|
|
|
29
|
|
|
28
|
|
||||
|
Total consumer and commercial finance receivables and loans
|
|
20,497
|
|
|
$
|
712
|
|
|
$
|
618
|
|
|
39,271
|
|
|
$
|
872
|
|
|
$
|
673
|
|
|
(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 (a)
|
||||||||||||||||||
|
Year ended December 31, (
$ in millions
)
|
|
Number of
loans |
|
Carrying value
before allowance |
|
Charge-off amount
|
|
Number of
loans |
|
Carrying value
before allowance |
|
Charge-off amount
|
||||||||||
|
Consumer automobile
|
|
6,038
|
|
|
$
|
75
|
|
|
$
|
37
|
|
|
2,290
|
|
|
$
|
26
|
|
|
$
|
12
|
|
|
Consumer mortgage
|
|
32
|
|
|
8
|
|
|
1
|
|
|
153
|
|
|
19
|
|
|
3
|
|
||||
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial and industrial - Automobile
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
—
|
|
||||
|
Commercial real estate - Automobile
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
||||
|
Total commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
—
|
|
||||
|
Total consumer and commercial finance receivables and loans
|
|
6,070
|
|
|
$
|
83
|
|
|
$
|
38
|
|
|
2,450
|
|
|
$
|
51
|
|
|
$
|
15
|
|
|
(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
|
||||||||
|
December 31,
|
Automobile
|
|
1st Mortgage and home equity
|
|
Automobile
|
|
1st Mortgage and home equity
|
||||
|
Texas
|
13.2
|
%
|
|
5.8
|
%
|
|
12.9
|
%
|
|
5.8
|
%
|
|
California
|
5.8
|
|
|
29.5
|
|
|
5.6
|
|
|
29.2
|
|
|
Florida
|
7.0
|
|
|
3.6
|
|
|
6.7
|
|
|
3.6
|
|
|
Pennsylvania
|
5.3
|
|
|
1.7
|
|
|
5.2
|
|
|
1.6
|
|
|
Illinois
|
4.4
|
|
|
4.4
|
|
|
4.3
|
|
|
4.8
|
|
|
Michigan
|
4.4
|
|
|
3.9
|
|
|
5.0
|
|
|
4.1
|
|
|
New York
|
4.3
|
|
|
1.9
|
|
|
4.6
|
|
|
2.0
|
|
|
Georgia
|
4.0
|
|
|
2.1
|
|
|
3.7
|
|
|
1.9
|
|
|
Ohio
|
4.0
|
|
|
0.7
|
|
|
4.0
|
|
|
0.8
|
|
|
North Carolina
|
3.4
|
|
|
1.9
|
|
|
3.3
|
|
|
2.0
|
|
|
Other United States
|
44.2
|
|
|
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
December 31, 2013
.
|
|
December 31,
|
2013
|
|
2012
|
||
|
Geographic region
|
|
|
|
||
|
Texas
|
13.2
|
%
|
|
13.0
|
%
|
|
Florida
|
12.6
|
|
|
11.7
|
|
|
Michigan
|
11.6
|
|
|
12.6
|
|
|
California
|
9.2
|
|
|
9.3
|
|
|
New York
|
4.5
|
|
|
4.9
|
|
|
North Carolina
|
4.1
|
|
|
3.9
|
|
|
Virginia
|
3.8
|
|
|
3.9
|
|
|
Pennsylvania
|
3.3
|
|
|
3.3
|
|
|
Georgia
|
3.1
|
|
|
3.0
|
|
|
Illinois
|
2.5
|
|
|
1.8
|
|
|
Other United States
|
32.1
|
|
|
32.6
|
|
|
Total commercial real estate finance receivables and loans
|
100.0
|
%
|
|
100.0
|
%
|
|
December 31,
|
2013
|
|
2012
|
||
|
Industry
|
|
|
|
||
|
Automotive
|
91.4
|
%
|
|
85.7
|
%
|
|
Electronics
|
3.4
|
|
|
1.2
|
|
|
Services
|
2.5
|
|
|
4.9
|
|
|
Other
|
2.7
|
|
|
8.2
|
|
|
Total commercial criticized finance receivables and loans
|
100.0
|
%
|
|
100.0
|
%
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Vehicles and other equipment
|
|
$
|
21,125
|
|
|
$
|
16,009
|
|
|
Accumulated depreciation
|
|
(3,445
|
)
|
|
(2,459
|
)
|
||
|
Investment in operating leases, net
|
|
$
|
17,680
|
|
|
$
|
13,550
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Depreciation expense on operating lease assets (excluding remarketing gains)
|
$
|
2,327
|
|
|
$
|
1,515
|
|
|
$
|
1,158
|
|
|
Remarketing gains
|
(332
|
)
|
|
(116
|
)
|
|
(217
|
)
|
|||
|
Depreciation expense on operating lease assets
|
$
|
1,995
|
|
|
$
|
1,399
|
|
|
$
|
941
|
|
|
Year ended December 31,
($ in
millions)
|
|
||
|
2014
|
$
|
2,942
|
|
|
2015
|
1,890
|
|
|
|
2016
|
733
|
|
|
|
2017
|
22
|
|
|
|
2018 and after
|
—
|
|
|
|
Total
|
$
|
5,587
|
|
|
December 31,
($ in millions)
|
|
Consolidated
involvement with VIEs (a) |
Assets of
nonconsolidated VIEs (a) |
Maximum exposure to
loss in nonconsolidated VIEs |
|||||||||
|
2013
|
|
|
|
|
|
|
|
||||||
|
On-balance sheet variable interest entities
|
|
|
|
|
|
|
|
||||||
|
Consumer automobile
|
|
$
|
19,072
|
|
|
|
|
|
|
||||
|
Commercial automobile
|
|
20,511
|
|
|
|
|
|
|
|||||
|
Commercial other
|
|
564
|
|
|
|
|
|
|
|||||
|
Off-balance sheet variable interest entities
|
|
|
|
|
|
|
|
||||||
|
Consumer automobile
|
|
—
|
|
|
$
|
899
|
|
|
$
|
899
|
|
(b)
|
|
|
Commercial other
|
|
(24
|
)
|
(c)
|
—
|
|
(d)
|
40
|
|
|
|||
|
Total
|
|
$
|
40,123
|
|
|
$
|
899
|
|
|
$
|
939
|
|
|
|
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 finance receivables and loans within the VIEs.
|
|
(b)
|
Maximum exposure to loss represents the current unpaid principal balance of outstanding loans based on our customary representation and warranty provisions. This measure is based on the unlikely event that all of the loans have underwriting defects or other defects that trigger a representation and warranty provision and the collateral supporting the loans are worthless. This required disclosure is not an indication of our expected loss.
|
|
(c)
|
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 VIEs.
|
|
(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.
|
|
December 31,
($ in millions)
|
2013
|
|
2012
|
||||
|
Assets
|
|
|
|
||||
|
Finance receivables and loans, net
|
|
|
|
||||
|
Consumer
|
$
|
13,291
|
|
|
$
|
13,671
|
|
|
Commercial
|
18,974
|
|
|
17,839
|
|
||
|
Allowance for loan losses
|
(174
|
)
|
|
(144
|
)
|
||
|
Total finance receivables and loans, net
|
32,091
|
|
|
31,366
|
|
||
|
Investment in operating leases, net
|
4,620
|
|
|
6,060
|
|
||
|
Other assets
|
3,436
|
|
|
2,868
|
|
||
|
Assets of operations held-for-sale
|
—
|
|
|
12,139
|
|
||
|
Total assets
|
$
|
40,147
|
|
|
$
|
52,433
|
|
|
Liabilities
|
|
|
|
||||
|
Short-term borrowings
|
$
|
250
|
|
|
$
|
400
|
|
|
Long-term debt
|
24,147
|
|
|
26,461
|
|
||
|
Interest payable
|
—
|
|
|
1
|
|
||
|
Accrued expenses and other liabilities
|
43
|
|
|
16
|
|
||
|
Liabilities of operations held-for-sale
|
—
|
|
|
9,686
|
|
||
|
Total liabilities
|
$
|
24,440
|
|
|
$
|
36,564
|
|
|
Year ended December 31, (
$ in millions
)
|
|
Consumer automobile
|
|
Consumer
mortgage GSEs
|
|
Consumer mortgage
private-label |
||||||
|
2013
|
|
|
|
|
|
|
||||||
|
Cash proceeds from transfers completed during the period
|
|
$
|
—
|
|
|
$
|
8,676
|
|
|
$
|
—
|
|
|
Servicing fees
|
|
13
|
|
|
70
|
|
|
—
|
|
|||
|
Representations and warranties obligations
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|||
|
Other cash flows
|
|
—
|
|
|
70
|
|
|
—
|
|
|||
|
2012
|
|
|
|
|
|
|
||||||
|
Cash proceeds from transfers completed during the period
|
|
$
|
1,979
|
|
|
$
|
32,796
|
|
|
$
|
5
|
|
|
Cash flows received on retained interests in securitization entities
|
|
—
|
|
|
—
|
|
|
71
|
|
|||
|
Servicing fees
|
|
12
|
|
|
693
|
|
|
63
|
|
|||
|
Purchases of previously transferred financial assets
|
|
—
|
|
|
(876
|
)
|
|
(12
|
)
|
|||
|
Representations and warranties obligations
|
|
—
|
|
|
(108
|
)
|
|
(7
|
)
|
|||
|
Other cash flows
|
|
—
|
|
|
(96
|
)
|
|
255
|
|
|||
|
2011
|
|
|
|
|
|
|
||||||
|
Cash proceeds from transfers completed during the period
|
|
$
|
—
|
|
|
$
|
59,815
|
|
|
$
|
722
|
|
|
Cash flows received on retained interests in securitization entities
|
|
—
|
|
|
—
|
|
|
68
|
|
|||
|
Servicing fees
|
|
—
|
|
|
999
|
|
|
201
|
|
|||
|
Purchases of previously transferred financial assets
|
|
—
|
|
|
(2,537
|
)
|
|
(222
|
)
|
|||
|
Representations and warranties obligations
|
|
—
|
|
|
(143
|
)
|
|
(38
|
)
|
|||
|
Other cash flows
|
|
—
|
|
|
(13
|
)
|
|
187
|
|
|||
|
|
|
Total Amount
|
|
Amount 60 days or more past due
|
|
Net credit losses
|
||||||||||||||||||
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
On-balance sheet loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Consumer automobile
|
|
$
|
56,417
|
|
|
$
|
53,715
|
|
|
$
|
412
|
|
|
$
|
351
|
|
|
$
|
402
|
|
|
$
|
369
|
|
|
Consumer mortgage
|
|
8,460
|
|
|
12,311
|
|
|
164
|
|
|
241
|
|
|
75
|
|
|
8
|
|
||||||
|
Commercial automobile
|
|
33,803
|
|
|
32,822
|
|
|
42
|
|
|
24
|
|
|
2
|
|
|
(1
|
)
|
||||||
|
Commercial mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
|
Commercial other
|
|
1,683
|
|
|
2,783
|
|
|
—
|
|
|
1
|
|
|
(7
|
)
|
|
(31
|
)
|
||||||
|
Total on-balance sheet loans
|
|
100,363
|
|
|
101,631
|
|
|
618
|
|
|
617
|
|
|
472
|
|
|
344
|
|
||||||
|
Off-balance sheet securitization entities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Consumer automobile
|
|
899
|
|
|
1,495
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
2
|
|
||||||
|
Consumer mortgage - GSEs (a)
|
|
—
|
|
|
119,384
|
|
|
—
|
|
|
1,892
|
|
|
n/m
|
|
|
n/m
|
|
||||||
|
Total off-balance sheet securitization entities
|
|
899
|
|
|
120,879
|
|
|
3
|
|
|
1,896
|
|
|
3
|
|
|
2
|
|
||||||
|
Whole-loan transactions (b)
|
|
2,848
|
|
|
6,756
|
|
|
69
|
|
|
129
|
|
|
6
|
|
|
16
|
|
||||||
|
Total
|
|
$
|
104,110
|
|
|
$
|
229,266
|
|
|
$
|
690
|
|
|
$
|
2,642
|
|
|
$
|
481
|
|
|
$
|
362
|
|
|
(a)
|
Anticipated credit losses are not meaningful due to the GSE guarantees.
|
|
(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.
|
|
Year ended December 31,
($ in millions)
|
|
2013
|
|
2012 (a)
|
||||
|
Estimated fair value at January 1,
|
|
$
|
952
|
|
|
$
|
2,519
|
|
|
Additions
|
|
60
|
|
|
240
|
|
||
|
Sales (b)
|
|
(911
|
)
|
|
—
|
|
||
|
Changes in fair value
|
|
|
|
|
||||
|
Due to changes in valuation inputs or assumptions used in the valuation model
|
|
(32
|
)
|
|
(282
|
)
|
||
|
Other changes in fair value
|
|
(69
|
)
|
|
(395
|
)
|
||
|
Deconsolidation of ResCap
|
|
—
|
|
|
(1,130
|
)
|
||
|
Estimated fair value at December 31,
|
|
$
|
—
|
|
|
$
|
952
|
|
|
(a)
|
Includes activities of our discontinued operations.
|
|
(b)
|
Includes the sales of agency MSRs to Ocwen Financial Corp. (Ocwen) and Quicken Loans, Inc. (Quicken) on April 1, 2013 and April 16, 2013, respectively.
|
|
($ in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||
|
Weighted average life (in years)
|
|
n/a
|
|
4.6
|
|
|
|
Weighted average prepayment speed
|
|
n/a
|
|
13.5
|
%
|
|
|
Impact on fair value of 10% adverse change
|
|
n/a
|
|
$
|
(77
|
)
|
|
Impact on fair value of 20% adverse change
|
|
n/a
|
|
(144
|
)
|
|
|
Weighted average discount rate
|
|
n/a
|
|
7.7
|
%
|
|
|
Impact on fair value of 10% adverse change
|
|
n/a
|
|
$
|
(10
|
)
|
|
Impact on fair value of 20% adverse change
|
|
n/a
|
|
(19
|
)
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Change in estimated fair value of mortgage servicing rights
|
$
|
(101
|
)
|
|
$
|
(560
|
)
|
|
$
|
(793
|
)
|
|
Change in fair value of derivative financial instruments
|
(112
|
)
|
|
556
|
|
|
359
|
|
|||
|
Servicing asset valuation and hedge activities, net
|
$
|
(213
|
)
|
|
$
|
(4
|
)
|
|
$
|
(434
|
)
|
|
Year ended December 31, (
$ in millions
)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Contractual servicing fees, net of guarantee fees and including subservicing
|
$
|
62
|
|
|
$
|
281
|
|
|
$
|
344
|
|
|
Late fees
|
2
|
|
|
7
|
|
|
9
|
|
|||
|
Ancillary fees
|
4
|
|
|
12
|
|
|
12
|
|
|||
|
Total mortgage servicing fees
|
$
|
68
|
|
|
$
|
300
|
|
|
$
|
365
|
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
On-balance sheet automobile finance loans and leases
|
|
|
|
|
||||
|
Consumer automobile
|
|
$
|
56,417
|
|
|
$
|
53,715
|
|
|
Commercial automobile
|
|
33,803
|
|
|
32,822
|
|
||
|
Operating leases
|
|
17,680
|
|
|
13,550
|
|
||
|
Operations held-for-sale
|
|
—
|
|
|
25,979
|
|
||
|
Other
|
|
54
|
|
|
41
|
|
||
|
Off-balance sheet automobile finance loans
|
|
|
|
|
||||
|
Loans sold to third-party investors
|
|
|
|
|
||||
|
Securitizations
|
|
887
|
|
|
1,474
|
|
||
|
Whole-loan
|
|
2,748
|
|
|
6,541
|
|
||
|
Total serviced automobile finance loans and leases
|
|
$
|
111,589
|
|
|
$
|
134,122
|
|
|
December 31,
($ in millions)
|
2013
|
|
2012
|
||||
|
Prepaid reinsurance premiums
|
$
|
288
|
|
|
$
|
236
|
|
|
Reinsurance recoverable on unpaid losses
|
182
|
|
|
234
|
|
||
|
Reinsurance recoverable on paid losses
|
13
|
|
|
40
|
|
||
|
Premiums receivable
|
85
|
|
|
108
|
|
||
|
Deferred policy acquisition costs
|
1,045
|
|
|
991
|
|
||
|
Total premiums receivable and other insurance assets
|
$
|
1,613
|
|
|
$
|
1,609
|
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Property and equipment at cost
|
|
$
|
709
|
|
|
$
|
693
|
|
|
Accumulated depreciation
|
|
(474
|
)
|
|
(411
|
)
|
||
|
Net property and equipment
|
|
235
|
|
|
282
|
|
||
|
Restricted cash collections for securitization trusts (a)
|
|
3,664
|
|
|
2,983
|
|
||
|
Deferred tax asset
|
|
2,040
|
|
|
1,190
|
|
||
|
Cash reserve deposits held-for-securitization trusts (b)
|
|
402
|
|
|
442
|
|
||
|
Fair value of derivative contracts in receivable position (c)
|
|
362
|
|
|
2,298
|
|
||
|
Nonmarketable equity securities
|
|
337
|
|
|
303
|
|
||
|
Collateral placed with counterparties
|
|
328
|
|
|
1,290
|
|
||
|
Unamortized debt issuance costs
|
|
312
|
|
|
425
|
|
||
|
Other accounts receivable
|
|
290
|
|
|
525
|
|
||
|
Restricted cash and cash equivalents
|
|
205
|
|
|
889
|
|
||
|
Other assets
|
|
1,414
|
|
|
1,281
|
|
||
|
Total other assets
|
|
$
|
9,589
|
|
|
$
|
11,908
|
|
|
(a)
|
Represents cash collection from customer payments on securitized receivables. These funds are distributed to investors as payments on the related secured debt.
|
|
(b)
|
Represents credit enhancement in the form of cash reserves for various securitization transactions.
|
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
||||
|
Domestic deposits
|
|
|
|
|
||||
|
Noninterest-bearing deposits
|
|
$
|
60
|
|
|
$
|
1,977
|
|
|
Interest-bearing deposits
|
|
|
|
|
||||
|
Savings and money market checking accounts
|
|
21,210
|
|
|
13,871
|
|
||
|
Certificates of deposit
|
|
31,640
|
|
|
31,084
|
|
||
|
Dealer deposits
|
|
440
|
|
|
983
|
|
||
|
Total deposit liabilities
|
|
$
|
53,350
|
|
|
$
|
47,915
|
|
|
($ in millions)
|
|
||
|
Due in 2014
|
$
|
15,483
|
|
|
Due in 2015
|
8,709
|
|
|
|
Due in 2016
|
4,275
|
|
|
|
Due in 2017
|
2,142
|
|
|
|
Due in 2018
|
1,031
|
|
|
|
Total certificates of deposit
|
$
|
31,640
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
December 31,
($ in millions)
|
|
Unsecured
|
|
Secured (a)
|
|
Total
|
|
Unsecured
|
|
Secured (a)
|
|
Total
|
||||||||||||
|
Demand notes
|
|
$
|
3,225
|
|
|
$
|
—
|
|
|
$
|
3,225
|
|
|
$
|
3,094
|
|
|
$
|
—
|
|
|
$
|
3,094
|
|
|
Bank loans and overdrafts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||||
|
Federal Home Loan Bank
|
|
—
|
|
|
3,570
|
|
|
3,570
|
|
|
—
|
|
|
3,800
|
|
|
3,800
|
|
||||||
|
Securities sold under agreements to repurchase (b)
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other (c)
|
|
—
|
|
|
250
|
|
|
250
|
|
|
—
|
|
|
400
|
|
|
400
|
|
||||||
|
Total short-term borrowings
|
|
$
|
3,225
|
|
|
$
|
5,320
|
|
|
$
|
8,545
|
|
|
$
|
3,261
|
|
|
$
|
4,200
|
|
|
$
|
7,461
|
|
|
Weighted average interest rate (d)
|
|
|
|
|
|
0.8
|
%
|
|
|
|
|
|
1.0
|
%
|
||||||||||
|
(a)
|
Refer to
Note 15
for further details on assets restricted as collateral for payment of the related debt.
|
|
(b)
|
We periodically enter into term repurchase agreements, short-term borrowing arrangements in which we sell financial instruments to one or more investors while simultaneously committing to repurchase them at a specified future date, at the stated price plus accrued interest. The financial instruments sold under agreement to repurchase typically consist of U.S. government and agency securities.
|
|
(c)
|
Other relates to secured borrowings at our Commercial Finance Group.
|
|
(d)
|
Based on the debt outstanding and the interest rate at December 31 of each year.
|
|
December 31,
($ in millions)
|
Amount
|
|
Interest
rate
|
|
Weighted
average
interest
rate (a)
|
|
Due date
range
|
|||
|
2013
|
|
|
|
|
|
|
|
|||
|
Unsecured debt
|
|
|
|
|
|
|
|
|||
|
Fixed rate (b)
|
$
|
21,367
|
|
|
|
|
|
|
|
|
|
Variable rate
|
2,755
|
|
|
|
|
|
|
|
||
|
Trust preferred securities
|
2,624
|
|
|
|
|
|
|
|
||
|
Fair value adjustment (c)
|
445
|
|
|
|
|
|
|
|
||
|
Total unsecured debt
|
27,191
|
|
|
0.32 - 10.29%
|
|
6.28
|
%
|
|
2014 - 2049
|
|
|
Secured debt
|
|
|
|
|
|
|
|
|||
|
Fixed rate
|
20,492
|
|
|
|
|
|
|
|
||
|
Variable rate
|
21,782
|
|
|
|
|
|
|
|
||
|
Total secured debt (d) (e)
|
42,274
|
|
|
0.40 - 4.59%
|
|
0.98
|
%
|
|
2014 - 2022
|
|
|
Total long-term debt
|
$
|
69,465
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|||
|
Unsecured debt
|
|
|
|
|
|
|
|
|||
|
Fixed rate (b)
|
$
|
27,588
|
|
|
|
|
|
|
|
|
|
Variable rate
|
2,345
|
|
|
|
|
|
|
|
||
|
Trust preferred securities
|
2,623
|
|
|
|
|
|
|
|
||
|
Fair value adjustment (c)
|
1,094
|
|
|
|
|
|
|
|
||
|
Total unsecured debt
|
33,650
|
|
|
0.38 - 10.29%
|
|
6.72
|
%
|
|
2013 - 2049
|
|
|
Secured debt
|
|
|
|
|
|
|
|
|||
|
Fixed rate
|
20,076
|
|
|
|
|
|
|
|
||
|
Variable rate
|
20,835
|
|
|
|
|
|
|
|
||
|
Total secured debt (d) (e)
|
40,911
|
|
|
0.25 - 8.30%
|
|
1.10
|
%
|
|
2013 - 2021
|
|
|
Total long-term debt
|
$
|
74,561
|
|
|
|
|
|
|
|
|
|
(a)
|
Based on the debt outstanding and the interest rate at December 31 of each year.
|
|
(b)
|
Includes subordinated debt of
$271 million
at
December 31, 2013
and
$251 million
at
December 31, 2012
.
|
|
(c)
|
Amount represents the hedge accounting adjustment of fixed-rate debt.
|
|
(d)
|
Includes
$24.1 billion
and $
26.5 billion
of VIE secured debt outstanding at
December 31, 2013
and
2012
, respectively.
|
|
(e)
|
Includes
$15.1 billion
and
$13.5 billion
of debt outstanding from the Automotive secured revolving credit facilities at
December 31, 2013
and
2012
, respectively.
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
December 31,
($ in millions)
|
|
Unsecured
|
|
Secured
|
|
Total
|
|
Unsecured
|
|
Secured
|
|
Total
|
||||||||||||
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Due within one year
|
|
$
|
5,321
|
|
|
$
|
11,851
|
|
|
$
|
17,172
|
|
|
$
|
1,070
|
|
|
$
|
11,503
|
|
|
$
|
12,573
|
|
|
Due after one year
|
|
21,425
|
|
|
30,423
|
|
|
51,848
|
|
|
31,486
|
|
|
29,408
|
|
|
60,894
|
|
||||||
|
Fair value adjustment
|
|
445
|
|
|
—
|
|
|
445
|
|
|
1,094
|
|
|
—
|
|
|
1,094
|
|
||||||
|
Total long-term debt
|
|
$
|
27,191
|
|
|
$
|
42,274
|
|
|
$
|
69,465
|
|
|
$
|
33,650
|
|
|
$
|
40,911
|
|
|
$
|
74,561
|
|
|
Year ended December 31,
($ in millions)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and
thereafter |
|
Fair value
adjustment |
|
Total
|
||||||||||||||||
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Long-term debt
|
|
$
|
5,511
|
|
|
$
|
5,163
|
|
|
$
|
1,934
|
|
|
$
|
3,527
|
|
|
$
|
1,278
|
|
|
$
|
10,922
|
|
|
$
|
445
|
|
|
$
|
28,780
|
|
|
Original issue discount
|
|
(190
|
)
|
|
(59
|
)
|
|
(65
|
)
|
|
(77
|
)
|
|
(90
|
)
|
|
(1,108
|
)
|
|
—
|
|
|
(1,589
|
)
|
||||||||
|
Total unsecured
|
|
5,321
|
|
|
5,104
|
|
|
1,869
|
|
|
3,450
|
|
|
1,188
|
|
|
9,814
|
|
|
445
|
|
|
27,191
|
|
||||||||
|
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Long-term debt
|
|
11,851
|
|
|
13,819
|
|
|
7,861
|
|
|
5,211
|
|
|
2,256
|
|
|
1,276
|
|
|
—
|
|
|
42,274
|
|
||||||||
|
Total long-term debt
|
|
$
|
17,172
|
|
|
$
|
18,923
|
|
|
$
|
9,730
|
|
|
$
|
8,661
|
|
|
$
|
3,444
|
|
|
$
|
11,090
|
|
|
$
|
445
|
|
|
$
|
69,465
|
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
December 31,
($ in millions)
|
|
Total
|
|
Ally Bank (a)
|
|
Total
|
|
Ally Bank (a)
|
||||||||
|
Investment securities
|
|
$
|
2,864
|
|
|
$
|
2,864
|
|
|
$
|
1,911
|
|
|
$
|
1,911
|
|
|
Mortgage assets held-for-investment and lending receivables
|
|
8,524
|
|
|
8,524
|
|
|
9,866
|
|
|
9,866
|
|
||||
|
Consumer automobile finance receivables
|
|
32,947
|
|
|
12,332
|
|
|
29,557
|
|
|
14,833
|
|
||||
|
Commercial automobile finance receivables
|
|
21,249
|
|
|
21,249
|
|
|
19,606
|
|
|
19,606
|
|
||||
|
Investment in operating leases, net
|
|
5,810
|
|
|
3,190
|
|
|
6,058
|
|
|
1,691
|
|
||||
|
Other assets
|
|
563
|
|
|
—
|
|
|
999
|
|
|
272
|
|
||||
|
Total assets restricted as collateral (b)
|
|
$
|
71,957
|
|
|
$
|
48,159
|
|
|
$
|
67,997
|
|
|
$
|
48,179
|
|
|
Secured debt (c)
|
|
$
|
47,594
|
|
|
$
|
27,818
|
|
|
$
|
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
$12.7 billion
and
$12.6 billion
at
December 31, 2013
, and
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
December 31, 2013
, and
2012
, respectively. These assets were composed of consumer mortgage finance receivables and loans, net; 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
$5.3 billion
and
$4.2 billion
of short-term borrowings at
December 31, 2013
, and
2012
, respectively.
|
|
|
|
Outstanding
|
|
Unused capacity (a)
|
|
Total capacity
|
||||||||||||||||||
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Bank funding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Secured
|
|
$
|
2,750
|
|
|
$
|
3,800
|
|
|
$
|
250
|
|
|
$
|
4,700
|
|
|
$
|
3,000
|
|
|
$
|
8,500
|
|
|
Parent funding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Unsecured (b)
|
|
—
|
|
|
118
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
143
|
|
||||||
|
Secured (c) (d) (e)
|
|
15,159
|
|
|
22,454
|
|
|
6,497
|
|
|
7,839
|
|
|
21,656
|
|
|
30,293
|
|
||||||
|
Total Parent funding
|
|
15,159
|
|
|
22,572
|
|
|
6,497
|
|
|
7,864
|
|
|
21,656
|
|
|
30,436
|
|
||||||
|
Shared capacity (f)
|
|
—
|
|
|
1,154
|
|
|
—
|
|
|
2,971
|
|
|
—
|
|
|
4,125
|
|
||||||
|
Total committed facilities
|
|
$
|
17,909
|
|
|
$
|
27,526
|
|
|
$
|
6,747
|
|
|
$
|
15,535
|
|
|
$
|
24,656
|
|
|
$
|
43,061
|
|
|
(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 represented committed funding for our discontinued international automobile financing business.
|
|
(c)
|
Total secured parent funding capacity included committed funding for our discontinued international automobile financing business of
$12.0 billion
at
December 31, 2012
, with outstanding debt of
$9.6 billion
.
|
|
(d)
|
Total unused capacity included
$2.2 billion
at
December 31, 2012
from certain committed funding arrangements that were generally reliant upon the origination of future automotive receivables available in 2013.
|
|
(e)
|
Includes the secured facilities of our Commercial Finance Group.
|
|
(f)
|
Funding was generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.
Total shared facilities included committed funding for our discontinued international automobile financing business of
$0.1 billion
as of
December 31, 2012
, with outstanding debt of
$0.1 billion
.
|
|
December 31,
($ in millions)
|
|
2013
|
|
2012
|
||||
|
Employee compensation and benefits
|
|
$
|
437
|
|
|
$
|
494
|
|
|
Accounts payable
|
|
414
|
|
|
565
|
|
||
|
Fair value of derivative contracts in payable position (a)
|
|
317
|
|
|
2,468
|
|
||
|
Reserves for insurance losses and loss adjustment expenses
|
|
275
|
|
|
341
|
|
||
|
Collateral received from counterparties
|
|
159
|
|
|
941
|
|
||
|
Deferred revenue
|
|
122
|
|
|
97
|
|
||
|
Accrual related to ResCap Bankruptcy and deconsolidation (b)
|
|
—
|
|
|
750
|
|
||
|
Other liabilities (c)
|
|
673
|
|
|
929
|
|
||
|
Total accrued expenses and other liabilities
|
|
$
|
2,397
|
|
|
$
|
6,585
|
|
|
(a)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(b)
|
Refer to
Note 1
for more information regarding the Debtors' bankruptcy.
|
|
(c)
|
Includes
$150 million
and
$0
accrual for insurance proceeds to be contributed to the ResCap estate at
December 31, 2013
, and December 31, 2012, respectively. Refer to
Note 1
for more information regarding the Debtors' bankruptcy.
|
|
(in shares)
|
2013
|
|
2012
|
|
2011
|
|||
|
Common stock
|
|
|
|
|
|
|||
|
January 1,
|
1,330,970
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|
New issuances
|
|
|
|
|
|
|||
|
Private placement (a)
|
216,667
|
|
|
—
|
|
|
—
|
|
|
December 31,
|
1,547,637
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|
(a)
|
On November 20, 2013, Ally completed its private placement of its common stock for an aggregate price of
$1.3 billion
.
|
|
December 31,
|
|
2013
|
|
2012
|
||||
|
Mandatorily convertible preferred stock held by U.S. Department of Treasury
|
|
|
|
|
||||
|
Series F-2 preferred stock
|
|
|
|
|
||||
|
Carrying value
($ in millions)
|
|
$
|
—
|
|
|
$
|
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
|
|
||
|
Dividend/coupon
|
|
9
|
%
|
|
9
|
%
|
||
|
Preferred stock
|
|
|
|
|
||||
|
Series A preferred stock (a)
|
|
|
|
|
||||
|
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% |
|
||
|
Series G preferred stock (b) (c)
|
|
|
|
|
||||
|
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
|
%
|
||
|
(a)
|
Nonredeemable prior to May 15, 2016.
|
|
(b)
|
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.
|
|
(c)
|
Redeemable beginning at December 31, 2011.
|
|
($ in millions)
|
Unrealized (losses) gains on investment securities (a)
|
|
Translation adjustments and net investment hedges (b)
|
|
Cash flow hedges (b)
|
|
Defined benefit pension plans
|
|
Accumulated other comprehensive income (loss)
|
||||||||||
|
Balance at January 1, 2011
|
$
|
(26
|
)
|
|
$
|
416
|
|
|
$
|
6
|
|
|
$
|
(137
|
)
|
|
$
|
259
|
|
|
2011 net change
|
(88
|
)
|
|
(64
|
)
|
|
—
|
|
|
(20
|
)
|
|
(172
|
)
|
|||||
|
Balance at December 31, 2011
|
(114
|
)
|
|
352
|
|
|
6
|
|
|
(157
|
)
|
|
87
|
|
|||||
|
2012 net change
|
190
|
|
|
16
|
|
|
(4
|
)
|
|
22
|
|
|
224
|
|
|||||
|
Balance at December 31, 2012
|
76
|
|
|
368
|
|
|
2
|
|
|
(135
|
)
|
|
311
|
|
|||||
|
2013 net change
|
(345
|
)
|
|
(303
|
)
|
|
3
|
|
|
58
|
|
|
(587
|
)
|
|||||
|
Balance at December 31, 2013
|
$
|
(269
|
)
|
|
$
|
65
|
|
|
$
|
5
|
|
|
$
|
(77
|
)
|
|
$
|
(276
|
)
|
|
(a)
|
Represents the after-tax difference between the fair value and amortized cost of our available-for-sale securities portfolio.
|
|
(b)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
December 31,
($ in millions)
|
Before Tax
|
|
Tax Effect
|
|
After Tax
|
||||||
|
2013
|
|
|
|
|
|
||||||
|
Unrealized losses on investment securities
|
|
|
|
|
|
||||||
|
Net unrealized losses arising during the period
|
$
|
(333
|
)
|
|
$
|
174
|
|
|
$
|
(159
|
)
|
|
Less: Net realized gains reclassified to income from continuing operations
|
180
|
|
(a)
|
(2
|
)
|
(b)
|
178
|
|
|||
|
Less: Net realized gains reclassified to income from discontinued operations, net of tax
|
10
|
|
|
(2
|
)
|
|
8
|
|
|||
|
Net change
|
(523
|
)
|
|
178
|
|
|
(345
|
)
|
|||
|
Translation adjustments
|
|
|
|
|
|
||||||
|
Net unrealized losses arising during the period
|
(104
|
)
|
|
24
|
|
|
(80
|
)
|
|||
|
Less: Net realized gains reclassified to income from discontinued operations, net of tax
|
337
|
|
|
92
|
|
|
429
|
|
|||
|
Net change
|
(441
|
)
|
|
(68
|
)
|
|
(509
|
)
|
|||
|
Net investment hedges (c)
|
|
|
|
|
|
||||||
|
Net unrealized gains arising during the period
|
59
|
|
|
(22
|
)
|
|
37
|
|
|||
|
Less: Net realized losses reclassified to income from discontinued operations, net of tax
|
(250
|
)
|
|
81
|
|
|
(169
|
)
|
|||
|
Net change
|
309
|
|
|
(103
|
)
|
|
206
|
|
|||
|
Cash flow hedges (c)
|
|
|
|
|
|
||||||
|
Net unrealized losses arising during the period
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
|
Less: Net realized losses reclassified to income from continuing operations
|
(7
|
)
|
(d)
|
3
|
|
(b)
|
(4
|
)
|
|||
|
Net change
|
6
|
|
|
(3
|
)
|
|
3
|
|
|||
|
Defined benefit pension plans
|
|
|
|
|
|
||||||
|
Net unrealized gains arising during the period
|
26
|
|
|
(8
|
)
|
|
18
|
|
|||
|
Less: Net losses reclassified to income from continuing operations
|
(2
|
)
|
(e)
|
—
|
|
(b)
|
(2
|
)
|
|||
|
Less: Net losses reclassified to income from discontinued operations, net of tax
|
(49
|
)
|
|
11
|
|
|
(38
|
)
|
|||
|
Net change
|
77
|
|
|
(19
|
)
|
|
58
|
|
|||
|
Other comprehensive loss
|
$
|
(572
|
)
|
|
$
|
(15
|
)
|
|
$
|
(587
|
)
|
|
(a)
|
Includes gains reclassified to other gain on investments, net in our
Consolidated Statement of Income
.
|
|
(b)
|
Includes amounts reclassified to income tax (benefit) expense from continuing operations in our
Consolidated Statement of Income
.
|
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(d)
|
Includes losses reclassified to interest on long-term debt in our
Consolidated Statement of Income
.
|
|
(e)
|
Includes losses reclassified to compensation and benefits expense in our
Consolidated Statement of Income
.
|
|
Year ended December 31, (
$ in millions except per share data
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income (loss) from continuing operations
|
|
$
|
416
|
|
|
$
|
1,370
|
|
|
$
|
(219
|
)
|
|
Preferred stock dividends — U.S. Department of Treasury
|
|
(543
|
)
|
|
(535
|
)
|
|
(534
|
)
|
|||
|
Impact of repurchase of mandatorily convertible preferred stock held by U.S. Department of Treasury and elimination of share adjustment right (a)
|
|
(240
|
)
|
|
—
|
|
|
—
|
|
|||
|
Preferred stock dividends
|
|
(267
|
)
|
|
(267
|
)
|
|
(260
|
)
|
|||
|
Impact of preferred stock conversion or amendment
|
|
—
|
|
|
—
|
|
|
32
|
|
|||
|
Net (loss) income from continuing operations attributable to common shareholders (b)
|
|
(634
|
)
|
|
568
|
|
|
(981
|
)
|
|||
|
(Loss) income from discontinued operations, net of tax
|
|
(55
|
)
|
|
(174
|
)
|
|
62
|
|
|||
|
Net (loss) income attributable to common shareholders
|
|
$
|
(689
|
)
|
|
$
|
394
|
|
|
$
|
(919
|
)
|
|
Basic weighted-average common shares outstanding
|
|
1,355,375
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|||
|
Diluted weighted-average common shares outstanding (b)
|
|
1,355,375
|
|
|
1,330,970
|
|
|
1,330,970
|
|
|||
|
Basic earnings per common share
|
|
|
|
|
|
|
||||||
|
Net (loss) income from continuing operations
|
|
$
|
(468
|
)
|
|
$
|
427
|
|
|
$
|
(738
|
)
|
|
(Loss) income from discontinued operations, net of tax
|
|
(41
|
)
|
|
(131
|
)
|
|
47
|
|
|||
|
Net (loss) income
|
|
$
|
(509
|
)
|
|
$
|
296
|
|
|
$
|
(691
|
)
|
|
Diluted earnings per common share (b)
|
|
|
|
|
|
|
||||||
|
Net (loss) income from continuing operations
|
|
$
|
(468
|
)
|
|
$
|
427
|
|
|
$
|
(738
|
)
|
|
(Loss) income from discontinued operations, net of tax
|
|
(41
|
)
|
|
(131
|
)
|
|
47
|
|
|||
|
Net (loss) income
|
|
$
|
(509
|
)
|
|
$
|
296
|
|
|
$
|
(691
|
)
|
|
(a)
|
Refer to
Note 17
for further detail.
|
|
(b)
|
Due to the antidilutive effect of converting the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock into common shares and the net loss from continuing operations attributable to common shareholders for
2013
, and
2011
, 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.
|
|
|
2013
|
|
2012
|
|
Required
minimum |
|
Well-capitalized
minimum |
||||||||||||
|
December 31, (
$ in millions
)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||||||||||
|
Risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ally Financial Inc.
|
$
|
15,165
|
|
|
11.79
|
%
|
|
$
|
20,232
|
|
|
13.13
|
%
|
|
4.00
|
%
|
|
6.00
|
%
|
|
Ally Bank
|
15,159
|
|
|
16.73
|
|
|
14,136
|
|
|
16.26
|
|
|
4.00
|
|
|
6.00
|
|
||
|
Total (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ally Financial Inc.
|
$
|
16,405
|
|
|
12.76
|
%
|
|
$
|
21,669
|
|
|
14.07
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
|
Ally Bank
|
15,809
|
|
|
17.45
|
|
|
14,827
|
|
|
17.06
|
|
|
8.00
|
|
|
10.00
|
|
||
|
Tier 1 leverage (to adjusted quarterly average assets) (a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ally Financial Inc.
|
$
|
15,165
|
|
|
10.23
|
%
|
|
$
|
20,232
|
|
|
11.16
|
%
|
|
3.00–4.00%
|
|
|
(b)
|
|
|
Ally Bank
|
15,159
|
|
|
15.77
|
|
|
14,136
|
|
|
15.30
|
|
|
15.00
|
|
(c)
|
5.00
|
%
|
||
|
Tier 1 common (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ally Financial Inc.
|
$
|
11,366
|
|
|
8.84
|
%
|
|
$
|
10,749
|
|
|
6.98
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Ally Bank
|
15,159
|
|
|
16.73
|
|
|
14,136
|
|
|
16.26
|
|
|
n/a
|
|
|
n/a
|
|
||
|
(a)
|
Federal regulatory reporting guidelines require the calculation of adjusted quarterly average assets using a daily average methodology.
|
|
(b)
|
Currently, there is no Tier 1 leverage component in the definition of "well-capitalized" for a bank holding company.
|
|
(c)
|
Ally Bank, in accordance with the CLMA, is required to maintain a Tier 1 leverage ratio of at least
15%
.
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
|
Derivative contracts in a
|
|
Notional
amount |
|
Derivative contracts in a
|
|
Notional
amount |
||||||||||||||||
|
December 31, (
$ in millions
)
|
|
receivable
position (a) |
|
payable
position (b) |
|
receivable position (a)
|
|
payable
position (b) |
|
|||||||||||||||
|
Derivatives qualifying for hedge accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Swaps (c)
|
|
$
|
204
|
|
|
$
|
169
|
|
|
$
|
21,606
|
|
|
$
|
411
|
|
|
$
|
10
|
|
|
$
|
9,828
|
|
|
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Forwards
|
|
3
|
|
|
—
|
|
|
326
|
|
|
35
|
|
|
53
|
|
|
8,693
|
|
||||||
|
Total derivatives qualifying for hedge accounting
|
|
207
|
|
|
169
|
|
|
21,932
|
|
|
446
|
|
|
63
|
|
|
18,521
|
|
||||||
|
Economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Swaps
|
|
36
|
|
|
44
|
|
|
13,613
|
|
|
1,524
|
|
|
2,255
|
|
|
131,337
|
|
||||||
|
Futures and forwards
|
|
11
|
|
|
3
|
|
|
29,836
|
|
|
78
|
|
|
46
|
|
|
62,328
|
|
||||||
|
Written options
|
|
—
|
|
|
94
|
|
|
11,132
|
|
|
—
|
|
|
70
|
|
|
3,066
|
|
||||||
|
Purchased options
|
|
95
|
|
|
—
|
|
|
22,962
|
|
|
244
|
|
|
—
|
|
|
17,967
|
|
||||||
|
Total interest rate risk
|
|
142
|
|
|
141
|
|
|
77,543
|
|
|
1,846
|
|
|
2,371
|
|
|
214,698
|
|
||||||
|
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Swaps
|
|
12
|
|
|
1
|
|
|
1,379
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
|
Forwards
|
|
1
|
|
|
1
|
|
|
330
|
|
|
4
|
|
|
23
|
|
|
2,462
|
|
||||||
|
Written options
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
|
Purchased options
|
|
—
|
|
|
—
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
|
Total foreign exchange risk
|
|
13
|
|
|
2
|
|
|
1,743
|
|
|
5
|
|
|
26
|
|
|
2,464
|
|
||||||
|
Equity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Written options
|
|
—
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
435
|
|
||||||
|
Purchased options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
119
|
|
||||||
|
Total equity risk
|
|
—
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|
8
|
|
|
554
|
|
||||||
|
Total economic hedges
|
|
155
|
|
|
148
|
|
|
79,289
|
|
|
1,852
|
|
|
2,405
|
|
|
217,716
|
|
||||||
|
Total derivatives
|
|
$
|
362
|
|
|
$
|
317
|
|
|
$
|
101,221
|
|
|
$
|
2,298
|
|
|
$
|
2,468
|
|
|
$
|
236,237
|
|
|
(a)
|
Includes accrued interest of
$120 million
and
$175 million
at
December 31, 2013
and
2012
, respectively.
|
|
(b)
|
Includes accrued interest of
$12 million
and
$144 million
at
December 31, 2013
and
2012
, respectively.
|
|
(c)
|
Includes fair value hedges consisting of receive-fixed swaps on fixed-rate debt obligations with
$196 million
and
$411 million
in a receivable position,
$163 million
and
$0
in a payable position, and of an
$8.5 billion
and
$7.2 billion
notional amount at
December 31, 2013
and
December 31, 2012
, respectively. Other fair value hedges include pay-fixed swaps on portfolios of held-for-investment automotive loan assets with
$9 million
in a receivable position,
$5 million
in a payable position, and of a
$12.6 billion
notional amount at
December 31, 2013
. There were
no
outstanding positions at
December 31, 2012
. Also includes cash flow hedges consisting of pay-fixed swaps on floating rate debt obligations with
$1 million
and
$10 million
in a payable position, and of a
$495 million
and
$2.6 billion
notional amount at
December 31, 2013
and
December 31, 2012
, respectively.
|
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Derivatives qualifying for hedge accounting
|
|
|
|
|
|
|
||||||
|
Gain (loss) recognized in earnings on derivatives
|
|
|
|
|
|
|
||||||
|
Interest rate contracts
|
|
|
|
|
|
|
||||||
|
Interest and fees on finance receivables and loans (a)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest on long-term debt (b)
|
|
(389
|
)
|
|
164
|
|
|
895
|
|
|||
|
Foreign exchange contracts
|
|
|
|
|
|
|
||||||
|
Other income, net of losses
|
|
—
|
|
|
—
|
|
|
35
|
|
|||
|
Gain (loss) recognized in earnings on hedged items (c)
|
|
|
|
|
|
|
||||||
|
Interest rate contracts
|
|
|
|
|
|
|
||||||
|
Interest and fees on finance receivables and loans
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
|
Interest on long-term debt
|
|
402
|
|
|
(193
|
)
|
|
(851
|
)
|
|||
|
Foreign exchange contracts
|
|
|
|
|
|
|
||||||
|
Other income, net of losses
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||
|
Total derivatives qualifying for hedge accounting
|
|
22
|
|
|
(29
|
)
|
|
44
|
|
|||
|
Economic derivatives
|
|
|
|
|
|
|
||||||
|
(Loss) gain recognized in earnings on derivatives
|
|
|
|
|
|
|
||||||
|
Interest rate contracts
|
|
|
|
|
|
|
||||||
|
Servicing asset valuation and hedge activities, net
|
|
(112
|
)
|
|
556
|
|
|
359
|
|
|||
|
Loss on mortgage and automotive loans, net
|
|
(37
|
)
|
|
(5
|
)
|
|
(242
|
)
|
|||
|
Other income, net of losses (d)
|
|
14
|
|
|
(18
|
)
|
|
(57
|
)
|
|||
|
Total interest rate contracts
|
|
(135
|
)
|
|
533
|
|
|
60
|
|
|||
|
Foreign exchange contracts (e)
|
|
|
|
|
|
|
||||||
|
Interest on long-term debt
|
|
94
|
|
|
(39
|
)
|
|
61
|
|
|||
|
Other income, net of losses
|
|
24
|
|
|
(48
|
)
|
|
17
|
|
|||
|
Total foreign exchange contracts
|
|
118
|
|
|
(87
|
)
|
|
78
|
|
|||
|
Gain recognized in earnings on derivatives
|
|
$
|
5
|
|
|
$
|
417
|
|
|
$
|
182
|
|
|
(a)
|
Amounts exclude losses related to interest for qualifying accounting hedges of portfolios of retail automotive loans held-for-investment of
$9 million
for the year ended
December 31, 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
$131 million
,
$119 million
, and
$248 million
for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(c)
|
Amounts exclude gains related to amortization of deferred basis adjustments on the de-designated hedged item of
$247 million
,
$226 million
, and
$216 million
for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(d)
|
Amounts in 2012 and 2011 include other income from derivatives held for trading purposes entered into by our broker-dealer.
|
|
(e)
|
Amounts exclude gains and losses related to the revaluation of the related foreign-denominated debt or receivable. Losses of
$117 million
, gains of
$87 million
, and losses of
$103 million
, were recognized for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
Year ended December 31, (
$ in millions
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Cash flow hedges
|
|
|
|
|
|
|
||||||
|
Interest rate contracts
|
|
|
|
|
|
|
||||||
|
(Loss) gain reclassified from accumulated other comprehensive income to interest on long-term debt (a)
|
|
$
|
(7
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
(Loss) gain recorded directly to interest on long-term debt
|
|
—
|
|
|
(7
|
)
|
|
5
|
|
|||
|
Total interest on long-term debt
|
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
$
|
5
|
|
|
Gain (loss) recognized in other comprehensive income
|
|
$
|
6
|
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
Net investment hedges
|
|
|
|
|
|
|
||||||
|
Foreign exchange contracts
|
|
|
|
|
|
|
||||||
|
Loss reclassified from accumulated other comprehensive income to (loss) income from discontinued operations, net
|
|
$
|
(250
|
)
|
|
$
|
(1
|
)
|
|
$
|
(8
|
)
|
|
Loss recorded directly to other income, net of losses (b)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
|
Total other income, net of losses
|
|
$
|
(250
|
)
|
|
$
|
(1
|
)
|
|
$
|
(11
|
)
|
|
Gain (loss) recognized in other comprehensive income (c)
|
|
$
|
309
|
|
|
$
|
(270
|
)
|
|
$
|
173
|
|
|
(a)
|
The amount in 2013 represents losses reclassified from other comprehensive income 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 forward points excluded from the assessment of hedge effectiveness.
|
|
(c)
|
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 losses of
$582 million
, gains of
$285 million
, and losses of
$237 million
for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Current income tax expense (benefit)
|
|
|
|
|
|
||||||
|
U.S. federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
Foreign
|
4
|
|
|
(24
|
)
|
|
29
|
|
|||
|
State and local
|
—
|
|
|
10
|
|
|
8
|
|
|||
|
Total current expense (benefit)
|
4
|
|
|
(14
|
)
|
|
47
|
|
|||
|
Deferred income tax (benefit) expense
|
|
|
|
|
|
||||||
|
U.S. federal
|
(67
|
)
|
|
(663
|
)
|
|
—
|
|
|||
|
Foreign
|
(1
|
)
|
|
25
|
|
|
(5
|
)
|
|||
|
State and local
|
5
|
|
|
(204
|
)
|
|
—
|
|
|||
|
Total deferred benefit
|
(63
|
)
|
|
(842
|
)
|
|
(5
|
)
|
|||
|
Total income tax (benefit) expense from continuing operations
|
$
|
(59
|
)
|
|
$
|
(856
|
)
|
|
$
|
42
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Statutory U.S. federal tax expense (benefit)
|
$
|
125
|
|
|
$
|
180
|
|
|
$
|
(62
|
)
|
|
Change in tax resulting from
|
|
|
|
|
|
||||||
|
Effect of valuation allowance change
|
(154
|
)
|
|
(1,022
|
)
|
|
49
|
|
|||
|
Tax credits
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|||
|
Tax law enactment
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
|
Foreign tax differential
|
(3
|
)
|
|
9
|
|
|
30
|
|
|||
|
State and local income taxes, net of federal income tax benefit
|
16
|
|
|
(34
|
)
|
|
22
|
|
|||
|
Non-deductible expenses
|
26
|
|
|
12
|
|
|
9
|
|
|||
|
Other, net
|
20
|
|
|
44
|
|
|
(6
|
)
|
|||
|
Total income tax (benefit) expense from continuing operations
|
$
|
(59
|
)
|
|
$
|
(856
|
)
|
|
$
|
42
|
|
|
December 31,
($ in millions)
|
2013
|
|
2012
|
||||
|
Deferred tax assets
|
|
|
|
||||
|
Tax credit carryforwards
|
$
|
1,874
|
|
|
$
|
1,631
|
|
|
Tax loss carryforwards
|
1,624
|
|
|
1,025
|
|
||
|
Mark-to-market on consumer finance receivables and loans
|
721
|
|
|
880
|
|
||
|
State and local taxes
|
297
|
|
|
263
|
|
||
|
Provision for loan losses
|
257
|
|
|
306
|
|
||
|
Hedging transactions
|
177
|
|
|
267
|
|
||
|
Unearned insurance premiums
|
140
|
|
|
142
|
|
||
|
ResCap settlement accrual
|
53
|
|
|
262
|
|
||
|
Sales of finance receivables and loans
|
—
|
|
|
206
|
|
||
|
Equity investment in ResCap
|
—
|
|
|
486
|
|
||
|
Other
|
247
|
|
|
266
|
|
||
|
Gross deferred tax assets
|
5,390
|
|
|
5,734
|
|
||
|
Valuation allowance
|
(1,154
|
)
|
|
(1,653
|
)
|
||
|
Net deferred tax assets
|
4,236
|
|
|
4,081
|
|
||
|
Deferred tax liabilities
|
|
|
|
||||
|
Lease transactions
|
1,527
|
|
|
1,756
|
|
||
|
Deferred acquisition costs
|
351
|
|
|
333
|
|
||
|
Debt transactions
|
191
|
|
|
226
|
|
||
|
Basis difference in subsidiaries
|
55
|
|
|
454
|
|
||
|
Sales of finance receivables and loans
|
26
|
|
|
—
|
|
||
|
Other
|
46
|
|
|
128
|
|
||
|
Gross deferred tax liabilities
|
2,196
|
|
|
2,897
|
|
||
|
Net deferred tax assets
|
$
|
2,040
|
|
|
$
|
1,184
|
|
|
($ in millions)
|
|
Deferred Tax Asset
|
|
Valuation Allowance
|
|
Net Deferred Tax Asset
|
|
Years of Expiration
|
||||||
|
Tax credit carryforwards
|
|
|
|
|
|
|
|
|
||||||
|
Foreign tax credits
|
|
$
|
1,753
|
|
|
$
|
(554
|
)
|
|
$
|
1,199
|
|
|
2014 - 2023
|
|
General business credits
|
|
121
|
|
|
—
|
|
|
121
|
|
|
2032 - 2033
|
|||
|
Total tax credit carryforwards
|
|
1,874
|
|
|
(554
|
)
|
|
1,320
|
|
|
|
|||
|
Tax loss carryforwards
|
|
|
|
|
|
|
|
|
||||||
|
Net operating losses - federal
|
|
1,187
|
|
|
—
|
|
|
1,187
|
|
|
2025 - 2033
|
|||
|
Capital losses - federal
|
|
437
|
|
|
(437
|
)
|
|
—
|
|
|
2015 - 2017
|
|||
|
Total tax loss carryforwards
|
|
1,624
|
|
|
(437
|
)
|
|
1,187
|
|
|
|
|||
|
State and local taxes
|
|
|
|
|
|
|
|
|
||||||
|
Net operating losses - state
|
|
253
|
|
|
(87
|
)
|
|
166
|
|
|
2014 - 2033
|
|||
|
Capital losses - state
|
|
46
|
|
|
(46
|
)
|
|
—
|
|
|
2014 - 2017
|
|||
|
Total state and local taxes
|
|
299
|
|
(a)
|
(133
|
)
|
|
166
|
|
|
|
|||
|
Other deferred tax assets
|
|
1,593
|
|
|
(30
|
)
|
|
1,563
|
|
|
n/a
|
|||
|
Total
|
|
$
|
5,390
|
|
|
$
|
(1,154
|
)
|
|
$
|
4,236
|
|
|
|
|
(a)
|
State net operating loss and capital loss carryforwards are included in the state and local taxes total disclosed in our deferred inventory table above.
|
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Balance at January 1,
|
$
|
102
|
|
|
$
|
198
|
|
|
$
|
214
|
|
|
Additions based on tax positions related to the current year
|
174
|
|
|
14
|
|
|
11
|
|
|||
|
Additions for tax positions of prior years
|
1
|
|
|
2
|
|
|
20
|
|
|||
|
Reductions for tax positions of prior years
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
|
Settlements
|
(14
|
)
|
|
(17
|
)
|
|
(35
|
)
|
|||
|
Expiration of statute of limitations
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|||
|
Foreign-currency translation adjustments
|
—
|
|
|
(5
|
)
|
|
(9
|
)
|
|||
|
Deconsolidation of ResCap and discontinued operations
|
—
|
|
|
(82
|
)
|
|
—
|
|
|||
|
Balance at December 31,
|
$
|
262
|
|
|
$
|
102
|
|
|
$
|
198
|
|
|
Year ended December 31,
($ in millions)
|
2013
|
|
2012
|
||||
|
Projected benefit obligation
|
$
|
141
|
|
|
$
|
355
|
|
|
Fair value of plan assets
|
142
|
|
|
214
|
|
||
|
Over/(under) funded status
|
$
|
1
|
|
|
$
|
(141
|
)
|
|
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. For the
year ended
December 31, 2013
, transfers from Level 2 into Level 3 included
$93 million
of derivative contracts in a receivable position and
$93 million
of derivative contracts in a payable position based on utilizing independent sources that were not considered market observable related to certain interest rate caps. Transfers from Level 3 into Level 2 included
$11 million
of derivative contracts in a receivable position based on increased observability of significant inputs related to the valuation of our cross-currency swap. There were no additional transfers between any levels during the
year ended
December 31, 2013
. There were no transfers between any levels during the year ended
December 31, 2012
.
|
|
•
|
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.
|
|
•
|
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 MSR 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. As of June 30, 2013, we no longer held such positions as a result of our exit from the mortgage origination and servicing business.
|
|
•
|
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, options of Eurodollar futures, equity options, and centrally-cleared interest rate swaps. 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.
|
|
|
|
Recurring fair value measurements
|
||||||||||||||
|
December 31, 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
|
|
$
|
310
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
1,427
|
|
|
U.S. State and political subdivisions
|
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||
|
Foreign government
|
|
7
|
|
|
281
|
|
|
—
|
|
|
288
|
|
||||
|
Mortgage-backed residential
|
|
—
|
|
|
10,782
|
|
|
—
|
|
|
10,782
|
|
||||
|
Mortgage-backed commercial
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||
|
Asset-backed
|
|
—
|
|
|
2,219
|
|
|
—
|
|
|
2,219
|
|
||||
|
Corporate debt securities
|
|
—
|
|
|
1,069
|
|
|
—
|
|
|
1,069
|
|
||||
|
Total debt securities
|
|
317
|
|
|
15,822
|
|
|
—
|
|
|
16,139
|
|
||||
|
Equity securities (a)
|
|
944
|
|
|
—
|
|
|
—
|
|
|
944
|
|
||||
|
Total available-for-sale securities
|
|
1,261
|
|
|
15,822
|
|
|
—
|
|
|
17,083
|
|
||||
|
Mortgage loans held-for-sale, net (b)
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||
|
Other assets
|
|
|
|
|
|
|
|
|
||||||||
|
Interests retained in financial asset sales
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||
|
Derivative contracts in a receivable position (c)
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate
|
|
46
|
|
|
207
|
|
|
93
|
|
|
346
|
|
||||
|
Foreign currency
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||
|
Total derivative contracts in a receivable position
|
|
46
|
|
|
223
|
|
|
93
|
|
|
362
|
|
||||
|
Collateral placed with counterparties
|
|
—
|
|
|
133
|
|
|
—
|
|
|
133
|
|
||||
|
Total assets
|
|
$
|
1,307
|
|
|
$
|
16,194
|
|
|
$
|
193
|
|
|
$
|
17,694
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
|
Accrued expenses and other liabilities
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative contracts in a payable position (c)
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate
|
|
$
|
(15
|
)
|
|
$
|
(201
|
)
|
|
$
|
(94
|
)
|
|
$
|
(310
|
)
|
|
Foreign currency
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
|
Other
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
|
Total derivative contracts in a payable position
|
|
(20
|
)
|
|
(203
|
)
|
|
(94
|
)
|
|
(317
|
)
|
||||
|
Total liabilities
|
|
$
|
(20
|
)
|
|
$
|
(203
|
)
|
|
$
|
(94
|
)
|
|
$
|
(317
|
)
|
|
(a)
|
Our investment in any one industry did not exceed
19%
.
|
|
(b)
|
Carried at fair value due to fair value option elections.
|
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
|
|
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
|
|
|
|
|
|
|
|
|
||||||||
|
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)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(d)
|
Represents collateral in the form of investment securities. Cash collateral was excluded.
|
|
December 31, 2013
($ in millions)
|
|
Level 3 recurring measurements
|
|
Valuation technique
|
|
Unobservable input
|
|
Range
|
||
|
Assets
|
|
|
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
|
|
|
||
|
Interests retained in financial asset sales
|
|
$
|
100
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
5.3-5.5%
|
|
|
|
|
|
|
|
Commercial paper rate
|
|
0-0.1%
|
||
|
|
Level 3 recurring fair value measurements
|
|||||||||||||||||||||||||||||||
|
|
|
Net realized/unrealized
(losses) gains
|
|
|
|
|
|
Fair value at December 31, 2013
|
Net unrealized gains included in earnings still held at December 31, 2013
|
|
||||||||||||||||||||||
|
($ in millions)
|
Fair value at January 1, 2013
|
included
in earnings
|
|
included
in OCI
|
Purchases
|
Sales
|
Issuances
|
Settlements
|
Transfers out of level 3
|
|
||||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Mortgage servicing rights
|
$
|
952
|
|
$
|
(101
|
)
|
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
(911
|
)
|
$
|
60
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Interests retained in financial asset sales
|
154
|
|
23
|
|
(b)
|
—
|
|
—
|
|
—
|
|
—
|
|
(77
|
)
|
—
|
|
100
|
|
—
|
|
|
||||||||||
|
Derivative contracts, net (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Interest rate
|
47
|
|
(52
|
)
|
(d)
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
—
|
|
(1
|
)
|
—
|
|
|
||||||||||
|
Foreign currency
|
(2
|
)
|
11
|
|
(d)
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
(11
|
)
|
—
|
|
11
|
|
(d)
|
||||||||||
|
Total derivative contracts in a receivable position, net
|
45
|
|
(41
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
(11
|
)
|
(1
|
)
|
11
|
|
|
||||||||||
|
Total assets
|
$
|
1,151
|
|
$
|
(119
|
)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(911
|
)
|
$
|
60
|
|
$
|
(71
|
)
|
$
|
(11
|
)
|
$
|
99
|
|
$
|
11
|
|
|
|
(a)
|
Fair value adjustment was reported as servicing-asset valuation and hedge activities, net, in the
Consolidated Statement of Income
.
|
|
(b)
|
Reported as other income, net of losses, in the
Consolidated Statement of Income
.
|
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(d)
|
Refer to
Note 21
for information related to the location of the gains and losses on derivative instruments in the
Consolidated Statement of Income
.
|
|
|
Level 3 recurring fair value measurements
|
||||||||||||||||||||||||||||||||
|
|
Fair value
at
January 1, 2012
|
Net realized/unrealized
gains (losses)
|
Purchases
|
|
Sales
|
|
Issuances
|
Settlements
|
Transfers out due to deconsolidation or discontinued operations (a)
|
Fair value at December 31, 2012
|
Net
unrealized
gains (losses)
included in
earnings still
held at
December 31, 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
|
|
19
|
|
|
(12
|
)
|
—
|
|
(69
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
||||||||||
|
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
|
|
(677
|
)
|
(e)
|
—
|
|
—
|
|
—
|
|
|
240
|
|
—
|
|
(1,130
|
)
|
952
|
|
(677
|
)
|
(e)
|
||||||||||
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Interests retained in financial asset sales
|
231
|
|
46
|
|
(f)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(123
|
)
|
—
|
|
154
|
|
—
|
|
|
||||||||||
|
Derivative contracts, net (g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Interest rate
|
71
|
|
(78
|
)
|
(h)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
53
|
|
1
|
|
47
|
|
1
|
|
(h)
|
||||||||||
|
Foreign currency
|
16
|
|
(32
|
)
|
(h)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
14
|
|
(2
|
)
|
(50
|
)
|
(h)
|
||||||||||
|
Total derivative contracts in a receivable (payable) position, net
|
87
|
|
(110
|
)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
53
|
|
15
|
|
45
|
|
(49
|
)
|
|
||||||||||
|
Total assets
|
$
|
3,797
|
|
$
|
(599
|
)
|
|
$
|
(12
|
)
|
$
|
12
|
|
$
|
(314
|
)
|
|
$
|
240
|
|
$
|
(209
|
)
|
$
|
(1,764
|
)
|
$
|
1,151
|
|
$
|
(671
|
)
|
|
|
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 or discontinued operations. Refer to
Note 1
for additional information related to ResCap. Refer to Note 2 for additional information related to discontinued operations.
|
|
(b)
|
The fair value adjustment and the related interest were reported as income from discontinued operations, net of tax, in the
Consolidated Statement of 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
Consolidated Statement of Income
.
|
|
(d)
|
Represents the sale of consumer mortgage finance receivables 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
Consolidated Statement of Income
.
|
|
(f)
|
Reported as other income, net of losses, and income from discontinued operations, net of tax, in the
Consolidated Statement of Income
.
|
|
(g)
|
Includes derivatives classified as trading. For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(h)
|
Refer to
Note 21
for information related to the location of the gains and losses on derivative instruments in the
Consolidated Statement of Income
.
|
|
|
|
Nonrecurring
fair value measurements
|
|
Lower-of-cost
or
fair value
or valuation
reserve
allowance
|
|
Total loss
included in
earnings for
the year ended
|
|
||||||||||||||||
|
December 31, 2013
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Loans held-for-sale
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
n/m
|
(a)
|
|
Commercial finance receivables and loans, net (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automotive
|
|
—
|
|
|
—
|
|
|
54
|
|
|
54
|
|
|
(9
|
)
|
|
n/m
|
(a)
|
|||||
|
Other
|
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
|
(16
|
)
|
|
n/m
|
(a)
|
|||||
|
Total commercial finance receivables and loans, net
|
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
|
(25
|
)
|
|
n/m
|
(a)
|
|||||
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Repossessed and foreclosed assets (c)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
(3
|
)
|
|
n/m
|
(a)
|
|||||
|
Other
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
n/m
|
(a)
|
|||||
|
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
142
|
|
|
$
|
(28
|
)
|
|
n/m
|
|
|
(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 year ended
|
|
||||||||||||||||
|
December 31, 2012
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commercial finance receivables and loans, net (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Automotive
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
108
|
|
|
$
|
(19
|
)
|
|
n/m
|
(b)
|
|
Other
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|
(7
|
)
|
|
n/m
|
(b)
|
|||||
|
Total commercial finance receivables and loans, net
|
|
—
|
|
|
—
|
|
|
131
|
|
|
131
|
|
|
(26
|
)
|
|
n/m
|
(b)
|
|||||
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Repossessed and foreclosed assets (c)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
(2
|
)
|
|
n/m
|
(b)
|
|||||
|
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
134
|
|
|
$
|
(28
|
)
|
|
n/m
|
|
|
(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.
|
|
December 31, 2013
($ in millions)
|
|
Level 3 nonrecurring measurements
|
|
Valuation technique
|
|
Unobservable input
|
|
Range
|
||
|
Assets
|
|
|
|
|
|
|
|
|
||
|
Commercial finance receivables and loans, net
|
|
|
|
|
|
|
|
|
||
|
Automotive
|
|
$
|
54
|
|
|
Fair value of collateral
|
|
Adjusted appraisal value
|
|
65.0-95.0%
|
|
|
|
Changes included in the
|
||||||||||
|
|
|
Consolidated Statement of Income
|
||||||||||
|
Year ended December 31,
($ 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
|
|
$
|
20
|
|
|
$
|
(31
|
)
|
|
$
|
(11
|
)
|
|
2012
|
|
|
|
|
|
|
||||||
|
Assets
|
|
|
|
|
|
|
||||||
|
Mortgage loans held-for-sale, net
|
|
$
|
82
|
|
|
$
|
(32
|
)
|
|
$
|
50
|
|
|
(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.
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
December 31,
($ in millions)
|
|
Unpaid
principal
balance
|
|
Fair
value (a)
|
|
Unpaid
principal
balance
|
|
Fair
value (a)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
|
||||||||
|
Mortgage loans held-for-sale, net
|
|
|
|
|
|
|
|
|
||||||||
|
Total loans
|
|
$
|
31
|
|
|
$
|
16
|
|
|
$
|
2,416
|
|
|
$
|
2,490
|
|
|
Nonaccrual loans
|
|
18
|
|
|
9
|
|
|
47
|
|
|
25
|
|
||||
|
Loans 90+ days past due (b)
|
|
15
|
|
|
8
|
|
|
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.
|
|
|
|
|
Estimated fair value
|
||||||||||||||||
|
December 31,
($ in millions)
|
Carrying
value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Loans held-for-sale, net (a)
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
35
|
|
|
Finance receivables and loans, net (a)
|
99,120
|
|
|
—
|
|
|
—
|
|
|
100,090
|
|
|
100,090
|
|
|||||
|
Nonmarketable equity investments
|
337
|
|
|
—
|
|
|
308
|
|
|
38
|
|
|
346
|
|
|||||
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Deposit liabilities
|
$
|
53,350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,070
|
|
|
$
|
54,070
|
|
|
Short-term borrowings
|
8,545
|
|
|
—
|
|
|
—
|
|
|
8,545
|
|
|
8,545
|
|
|||||
|
Long-term debt (a)(b)
|
69,824
|
|
|
—
|
|
|
31,067
|
|
|
42,297
|
|
|
73,364
|
|
|||||
|
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
$359 million
and
$321 million
at
December 31, 2013
, and
2012
, respectively.
|
|
•
|
Cash and cash equivalents
— Included in cash and cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value due to interest rate, quoted price, or penalty on withdrawal. Classified as Level 1 under the fair value hierarchy, cash and cash equivalents generally expose us to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. As such, the carrying value approximates the fair value of these instruments.
|
|
•
|
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
|
|
•
|
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.
|
|
|
|
Gross Amounts of Recognized Assets/(Liabilities)
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Assets/(Liabilities) Presented in the Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
|
|
|||||||||||||||||
|
December 31, 2013
(
$ in millions
)
|
|
|
|
|
Financial Instruments
|
|
Collateral (a)
|
|
Net Amount
|
|||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivative assets in net asset positions
|
|
$
|
319
|
|
|
$
|
—
|
|
|
$
|
319
|
|
|
$
|
(65
|
)
|
|
$
|
(120
|
)
|
|
$
|
134
|
|
|
Derivative assets in net liability positions
|
|
43
|
|
|
—
|
|
|
43
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total assets (b)
|
|
$
|
362
|
|
|
$
|
—
|
|
|
$
|
362
|
|
|
$
|
(108
|
)
|
|
$
|
(120
|
)
|
|
$
|
134
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivative liabilities in net liability positions
|
|
$
|
(252
|
)
|
|
$
|
—
|
|
|
$
|
(252
|
)
|
|
$
|
43
|
|
|
$
|
137
|
|
|
$
|
(72
|
)
|
|
Derivative liabilities in net asset positions
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|
65
|
|
|
—
|
|
|
—
|
|
||||||
|
Total derivative liabilities (b)
|
|
(317
|
)
|
|
—
|
|
|
(317
|
)
|
|
108
|
|
|
137
|
|
|
(72
|
)
|
||||||
|
Securities sold under agreements to repurchase (c)
|
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
|
—
|
|
|
1,500
|
|
|
—
|
|
||||||
|
Total liabilities
|
|
$
|
(1,817
|
)
|
|
$
|
—
|
|
|
$
|
(1,817
|
)
|
|
$
|
108
|
|
|
$
|
1,637
|
|
|
$
|
(72
|
)
|
|
(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.
|
|
(b)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
(c)
|
For additional information on securities sold under agreements to repurchase, refer to
Note 14
.
|
|
|
|
Gross Amounts of Recognized Assets/(Liabilities)
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Assets/(Liabilities) Presented in the Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
Gross Amounts Not Offset in the 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 (b)
|
|
$
|
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 (b)
|
|
$
|
(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.
|
|
(b)
|
For additional information on derivative instruments and hedging activities, refer to
Note 21
.
|
|
Year ended December 31,
($ in millions)
|
|
Automotive Finance operations
|
|
Insurance
operations |
|
Mortgage operations
|
|
Corporate
and Other (a) |
|
Consolidated (b)
|
||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net financing revenue (loss)
|
|
$
|
3,159
|
|
|
$
|
57
|
|
|
$
|
76
|
|
|
$
|
(513
|
)
|
|
$
|
2,779
|
|
|
Other revenue
|
|
268
|
|
|
1,196
|
|
|
—
|
|
|
20
|
|
|
1,484
|
|
|||||
|
Total net revenue (loss)
|
|
3,427
|
|
|
1,253
|
|
|
76
|
|
|
(493
|
)
|
|
4,263
|
|
|||||
|
Provision for loan losses
|
|
494
|
|
|
—
|
|
|
13
|
|
|
(6
|
)
|
|
501
|
|
|||||
|
Total noninterest expense
|
|
1,662
|
|
|
999
|
|
|
321
|
|
|
423
|
|
|
3,405
|
|
|||||
|
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,271
|
|
|
$
|
254
|
|
|
$
|
(258
|
)
|
|
$
|
(910
|
)
|
|
$
|
357
|
|
|
Total assets
|
|
$
|
109,312
|
|
|
$
|
7,124
|
|
|
$
|
8,168
|
|
|
$
|
26,563
|
|
|
$
|
151,167
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net financing revenue (loss)
|
|
$
|
2,827
|
|
|
$
|
64
|
|
|
$
|
149
|
|
|
$
|
(1,149
|
)
|
|
$
|
1,891
|
|
|
Other revenue (loss)
|
|
322
|
|
|
1,150
|
|
|
1,159
|
|
|
(57
|
)
|
|
2,574
|
|
|||||
|
Total net revenue (loss)
|
|
3,149
|
|
|
1,214
|
|
|
1,308
|
|
|
(1,206
|
)
|
|
4,465
|
|
|||||
|
Provision for loan losses
|
|
253
|
|
|
—
|
|
|
86
|
|
|
(10
|
)
|
|
329
|
|
|||||
|
Total noninterest expense
|
|
1,507
|
|
|
1,054
|
|
|
627
|
|
|
434
|
|
|
3,622
|
|
|||||
|
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,389
|
|
|
$
|
160
|
|
|
$
|
595
|
|
|
$
|
(1,630
|
)
|
|
$
|
514
|
|
|
Total assets
|
|
$
|
128,411
|
|
|
$
|
8,439
|
|
|
$
|
14,744
|
|
|
$
|
30,753
|
|
|
$
|
182,347
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net financing revenue (loss)
|
|
$
|
2,530
|
|
|
$
|
62
|
|
|
$
|
205
|
|
|
$
|
(1,673
|
)
|
|
$
|
1,124
|
|
|
Other revenue
|
|
422
|
|
|
1,336
|
|
|
354
|
|
|
176
|
|
|
2,288
|
|
|||||
|
Total net revenue (loss)
|
|
2,952
|
|
|
1,398
|
|
|
559
|
|
|
(1,497
|
)
|
|
3,412
|
|
|||||
|
Provision for loan losses
|
|
89
|
|
|
—
|
|
|
123
|
|
|
(51
|
)
|
|
161
|
|
|||||
|
Total noninterest expense
|
|
1,530
|
|
|
1,082
|
|
|
344
|
|
|
472
|
|
|
3,428
|
|
|||||
|
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,333
|
|
|
$
|
316
|
|
|
$
|
92
|
|
|
$
|
(1,918
|
)
|
|
$
|
(177
|
)
|
|
Total assets
|
|
$
|
112,591
|
|
|
$
|
8,036
|
|
|
$
|
33,906
|
|
|
$
|
29,526
|
|
|
$
|
184,059
|
|
|
(a)
|
Total assets for the Commercial Finance Group were
$1.6 billion
,
$1.5 billion
, and
$1.2 billion
at
December 31, 2013
,
2012
and
2011
, respectively.
|
|
(b)
|
Net financing revenue after the provision for loan losses totaled
$2.3 billion
,
$1.6 billion
, and
$1.0 billion
for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
Year ended December 31,
($ in millions)
|
|
Revenue (a)
|
|
Income (loss)
from continuing operations before income tax expense (b) |
|
Net income
(loss) (b) |
|
Identifiable assets (c)
|
|
Long-lived assets (d)
|
||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Canada
|
|
$
|
171
|
|
|
$
|
64
|
|
|
$
|
1,266
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
Europe (e)
|
|
(8
|
)
|
|
(18
|
)
|
|
(88
|
)
|
|
1,972
|
|
|
—
|
|
|||||
|
Latin America
|
|
—
|
|
|
7
|
|
|
300
|
|
|
29
|
|
|
—
|
|
|||||
|
Asia-Pacific
|
|
1
|
|
|
(2
|
)
|
|
117
|
|
|
520
|
|
|
—
|
|
|||||
|
Total foreign
|
|
164
|
|
|
51
|
|
|
1,595
|
|
|
3,225
|
|
|
—
|
|
|||||
|
Total domestic (f)
|
|
4,099
|
|
|
306
|
|
|
(1,234
|
)
|
|
147,915
|
|
|
17,916
|
|
|||||
|
Total
|
|
$
|
4,263
|
|
|
$
|
357
|
|
|
$
|
361
|
|
|
$
|
151,140
|
|
|
$
|
17,916
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Canada
|
|
$
|
233
|
|
|
$
|
48
|
|
|
$
|
295
|
|
|
$
|
13,362
|
|
|
$
|
1
|
|
|
Europe (e)
|
|
(28
|
)
|
|
(14
|
)
|
|
183
|
|
|
10,971
|
|
|
16
|
|
|||||
|
Latin America
|
|
2
|
|
|
(19
|
)
|
|
219
|
|
|
8,050
|
|
|
33
|
|
|||||
|
Asia-Pacific
|
|
4
|
|
|
3
|
|
|
99
|
|
|
395
|
|
|
—
|
|
|||||
|
Total foreign
|
|
211
|
|
|
18
|
|
|
796
|
|
|
32,778
|
|
|
50
|
|
|||||
|
Total domestic (f)
|
|
4,254
|
|
|
496
|
|
|
400
|
|
|
149,542
|
|
|
13,831
|
|
|||||
|
Total
|
|
$
|
4,465
|
|
|
$
|
514
|
|
|
$
|
1,196
|
|
|
$
|
182,320
|
|
|
$
|
13,881
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Canada
|
|
$
|
174
|
|
|
$
|
(13
|
)
|
|
$
|
436
|
|
|
$
|
15,156
|
|
|
$
|
282
|
|
|
Europe (e)
|
|
(42
|
)
|
|
(3
|
)
|
|
175
|
|
|
9,976
|
|
|
92
|
|
|||||
|
Latin America
|
|
4
|
|
|
(18
|
)
|
|
104
|
|
|
7,647
|
|
|
30
|
|
|||||
|
Asia-Pacific
|
|
2
|
|
|
—
|
|
|
69
|
|
|
292
|
|
|
—
|
|
|||||
|
Total foreign
|
|
138
|
|
|
(34
|
)
|
|
784
|
|
|
33,071
|
|
|
404
|
|
|||||
|
Total domestic (f)
|
|
3,274
|
|
|
(143
|
)
|
|
(941
|
)
|
|
150,470
|
|
|
9,236
|
|
|||||
|
Total
|
|
$
|
3,412
|
|
|
$
|
(177
|
)
|
|
$
|
(157
|
)
|
|
$
|
183,541
|
|
|
$
|
9,640
|
|
|
(a)
|
Revenue consists of net financing revenue and total other revenue as presented in our
Consolidated Statement of Income
.
|
|
(b)
|
The domestic amounts include original discount amortization of
$262 million
,
$349 million
, and
$925 million
for the years ended
December 31, 2013
,
2012
, and
2011
, respectively.
|
|
(c)
|
Identifiable assets consist of total assets excluding goodwill.
|
|
(d)
|
Long-lived assets consist of investment in operating leases, net, and net property and equipment.
|
|
(e)
|
Amounts include eliminations between our foreign operations.
|
|
(f)
|
Amounts include eliminations between our domestic and foreign operations.
|
|
Year ended December 31, 2013
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally
consolidated |
||||||||||
|
Financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest and fees on finance receivables and loans
|
|
$
|
771
|
|
|
$
|
—
|
|
|
$
|
3,758
|
|
|
$
|
—
|
|
|
$
|
4,529
|
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
59
|
|
|
—
|
|
|
68
|
|
|
(127
|
)
|
|
—
|
|
|||||
|
Interest on loans held-for-sale
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
|
Interest and dividends on available-for-sale investment securities
|
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|||||
|
Interest-bearing cash
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
10
|
|
|||||
|
Interest-bearing cash — intercompany
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|||||
|
Operating leases
|
|
500
|
|
|
—
|
|
|
2,709
|
|
|
—
|
|
|
3,209
|
|
|||||
|
Total financing revenue and other interest income
|
|
1,333
|
|
|
—
|
|
|
6,894
|
|
|
(134
|
)
|
|
8,093
|
|
|||||
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest on deposits
|
|
25
|
|
|
—
|
|
|
629
|
|
|
—
|
|
|
654
|
|
|||||
|
Interest on short-term borrowings
|
|
46
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
63
|
|
|||||
|
Interest on long-term debt
|
|
2,039
|
|
|
—
|
|
|
568
|
|
|
(5
|
)
|
|
2,602
|
|
|||||
|
Interest on intercompany debt
|
|
66
|
|
|
—
|
|
|
62
|
|
|
(128
|
)
|
|
—
|
|
|||||
|
Total interest expense
|
|
2,176
|
|
|
—
|
|
|
1,276
|
|
|
(133
|
)
|
|
3,319
|
|
|||||
|
Depreciation expense on operating lease assets
|
|
369
|
|
|
—
|
|
|
1,626
|
|
|
—
|
|
|
1,995
|
|
|||||
|
Net financing (loss) revenue
|
|
(1,212
|
)
|
|
—
|
|
|
3,992
|
|
|
(1
|
)
|
|
2,779
|
|
|||||
|
Dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonbank subsidiaries
|
|
5,732
|
|
|
3,659
|
|
|
—
|
|
|
(9,391
|
)
|
|
—
|
|
|||||
|
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Servicing fees
|
|
152
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
126
|
|
|||||
|
Servicing asset valuation and hedge activities, net
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|
(213
|
)
|
|||||
|
Total servicing income (loss), net
|
|
152
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
(87
|
)
|
|||||
|
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
1,012
|
|
|
—
|
|
|
1,012
|
|
|||||
|
Gain on mortgage and automotive loans, net
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
|
(Loss) gain on extinguishment of debt
|
|
(61
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(59
|
)
|
|||||
|
Other gain on investments, net
|
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
|||||
|
Other income, net of losses
|
|
157
|
|
|
—
|
|
|
1,438
|
|
|
(1,212
|
)
|
|
383
|
|
|||||
|
Total other revenue
|
|
248
|
|
|
—
|
|
|
2,448
|
|
|
(1,212
|
)
|
|
1,484
|
|
|||||
|
Total net revenue
|
|
4,768
|
|
|
3,659
|
|
|
6,440
|
|
|
(10,604
|
)
|
|
4,263
|
|
|||||
|
Provision for loan losses
|
|
196
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
501
|
|
|||||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation and benefits expense
|
|
639
|
|
|
—
|
|
|
822
|
|
|
(442
|
)
|
|
1,019
|
|
|||||
|
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
405
|
|
|
—
|
|
|
405
|
|
|||||
|
Other operating expenses
|
|
503
|
|
|
—
|
|
|
2,248
|
|
|
(770
|
)
|
|
1,981
|
|
|||||
|
Total noninterest expense
|
|
1,142
|
|
|
—
|
|
|
3,475
|
|
|
(1,212
|
)
|
|
3,405
|
|
|||||
|
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
|
|
3,430
|
|
|
3,659
|
|
|
2,660
|
|
|
(9,392
|
)
|
|
357
|
|
|||||
|
Income tax (benefit) expense from continuing operations
|
|
(967
|
)
|
|
—
|
|
|
908
|
|
|
—
|
|
|
(59
|
)
|
|||||
|
Net income from continuing operations
|
|
4,397
|
|
|
3,659
|
|
|
1,752
|
|
|
(9,392
|
)
|
|
416
|
|
|||||
|
(Loss) income from discontinued operations, net of tax
|
|
(1,311
|
)
|
|
(19
|
)
|
|
1,274
|
|
|
1
|
|
|
(55
|
)
|
|||||
|
Undistributed income (loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
883
|
|
|
883
|
|
|
—
|
|
|
(1,766
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
(3,608
|
)
|
|
(2,393
|
)
|
|
—
|
|
|
6,001
|
|
|
—
|
|
|||||
|
Net income
|
|
361
|
|
|
2,130
|
|
|
3,026
|
|
|
(5,156
|
)
|
|
361
|
|
|||||
|
Other comprehensive loss, net of tax
|
|
(587
|
)
|
|
(812
|
)
|
|
(858
|
)
|
|
1,670
|
|
|
(587
|
)
|
|||||
|
Comprehensive (loss) income
|
|
$
|
(226
|
)
|
|
$
|
1,318
|
|
|
$
|
2,168
|
|
|
$
|
(3,486
|
)
|
|
$
|
(226
|
)
|
|
Year ended December 31, 2012
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally
consolidated |
||||||||||
|
Financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest and fees on finance receivables and loans
|
|
$
|
852
|
|
|
$
|
—
|
|
|
$
|
3,687
|
|
|
$
|
—
|
|
|
$
|
4,539
|
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
104
|
|
|
—
|
|
|
22
|
|
|
(126
|
)
|
|
—
|
|
|||||
|
Interest on loans held-for-sale
|
|
15
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
98
|
|
|||||
|
Interest on trading assets
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
|
Interest and dividends on available-for-sale investment securities
|
|
—
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
|||||
|
Interest-bearing cash
|
|
16
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
24
|
|
|||||
|
Interest-bearing cash — intercompany
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
—
|
|
|||||
|
Operating leases
|
|
232
|
|
|
—
|
|
|
2,147
|
|
|
—
|
|
|
2,379
|
|
|||||
|
Total financing revenue and other interest income
|
|
1,219
|
|
|
—
|
|
|
6,265
|
|
|
(142
|
)
|
|
7,342
|
|
|||||
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest on deposits
|
|
58
|
|
|
—
|
|
|
587
|
|
|
—
|
|
|
645
|
|
|||||
|
Interest on short-term borrowings
|
|
60
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
71
|
|
|||||
|
Interest on long-term debt
|
|
2,676
|
|
|
—
|
|
|
677
|
|
|
(17
|
)
|
|
3,336
|
|
|||||
|
Interest on intercompany debt
|
|
(1
|
)
|
|
1
|
|
|
120
|
|
|
(120
|
)
|
|
—
|
|
|||||
|
Total interest expense
|
|
2,793
|
|
|
1
|
|
|
1,395
|
|
|
(137
|
)
|
|
4,052
|
|
|||||
|
Depreciation expense on operating lease assets
|
|
113
|
|
|
—
|
|
|
1,286
|
|
|
—
|
|
|
1,399
|
|
|||||
|
Net financing (loss) revenue
|
|
(1,687
|
)
|
|
(1
|
)
|
|
3,584
|
|
|
(5
|
)
|
|
1,891
|
|
|||||
|
Dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonbank subsidiaries
|
|
1,074
|
|
|
448
|
|
|
—
|
|
|
(1,522
|
)
|
|
—
|
|
|||||
|
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Servicing fees
|
|
191
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
409
|
|
|||||
|
Servicing asset valuation and hedge activities, net
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
|
Total servicing income, net
|
|
191
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
405
|
|
|||||
|
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
1,055
|
|
|
—
|
|
|
1,055
|
|
|||||
|
(Loss) gain on mortgage and automotive loans, net
|
|
(2
|
)
|
|
—
|
|
|
381
|
|
|
—
|
|
|
379
|
|
|||||
|
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||
|
Other gain on investments, net
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
|||||
|
Other income, net of losses
|
|
173
|
|
|
474
|
|
|
1,280
|
|
|
(1,190
|
)
|
|
737
|
|
|||||
|
Total other revenue
|
|
362
|
|
|
474
|
|
|
2,928
|
|
|
(1,190
|
)
|
|
2,574
|
|
|||||
|
Total net (loss) revenue
|
|
(251
|
)
|
|
921
|
|
|
6,512
|
|
|
(2,717
|
)
|
|
4,465
|
|
|||||
|
Provision for loan losses
|
|
81
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
329
|
|
|||||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation and benefits expense
|
|
728
|
|
|
473
|
|
|
381
|
|
|
(476
|
)
|
|
1,106
|
|
|||||
|
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
454
|
|
|||||
|
Other operating expenses
|
|
1,090
|
|
|
1
|
|
|
1,685
|
|
|
(714
|
)
|
|
2,062
|
|
|||||
|
Total noninterest expense
|
|
1,818
|
|
|
474
|
|
|
2,520
|
|
|
(1,190
|
)
|
|
3,622
|
|
|||||
|
(Loss) income from continuing operations before income tax benefit and undistributed income (loss) of subsidiaries
|
|
(2,150
|
)
|
|
447
|
|
|
3,744
|
|
|
(1,527
|
)
|
|
514
|
|
|||||
|
Income tax benefit from continuing operations
|
|
(172
|
)
|
|
—
|
|
|
(684
|
)
|
|
—
|
|
|
(856
|
)
|
|||||
|
Net (loss) income from continuing operations
|
|
(1,978
|
)
|
|
447
|
|
|
4,428
|
|
|
(1,527
|
)
|
|
1,370
|
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
|
49
|
|
|
(93
|
)
|
|
(130
|
)
|
|
—
|
|
|
(174
|
)
|
|||||
|
Undistributed income (loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
859
|
|
|
859
|
|
|
—
|
|
|
(1,718
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
2,266
|
|
|
(105
|
)
|
|
—
|
|
|
(2,161
|
)
|
|
—
|
|
|||||
|
Net income
|
|
1,196
|
|
|
1,108
|
|
|
4,298
|
|
|
(5,406
|
)
|
|
1,196
|
|
|||||
|
Other comprehensive income, net of tax
|
|
224
|
|
|
149
|
|
|
411
|
|
|
(560
|
)
|
|
224
|
|
|||||
|
Comprehensive income
|
|
$
|
1,420
|
|
|
$
|
1,257
|
|
|
$
|
4,709
|
|
|
$
|
(5,966
|
)
|
|
$
|
1,420
|
|
|
Year ended December 31, 2011
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally
consolidated |
||||||||||
|
Financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest and fees on finance receivables and loans
|
|
$
|
1,071
|
|
|
$
|
—
|
|
|
$
|
3,128
|
|
|
$
|
(10
|
)
|
|
$
|
4,189
|
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
173
|
|
|
—
|
|
|
26
|
|
|
(199
|
)
|
|
—
|
|
|||||
|
Interest on loans held-for-sale
|
|
5
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
180
|
|
|||||
|
Interest on trading assets
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
|
Interest and dividends on available-for-sale investment securities
|
|
4
|
|
|
—
|
|
|
346
|
|
|
—
|
|
|
350
|
|
|||||
|
Interest-bearing cash
|
|
5
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
15
|
|
|||||
|
Operating leases
|
|
713
|
|
|
—
|
|
|
1,216
|
|
|
—
|
|
|
1,929
|
|
|||||
|
Total financing revenue and other interest income
|
|
1,971
|
|
|
—
|
|
|
4,909
|
|
|
(209
|
)
|
|
6,671
|
|
|||||
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest on deposits
|
|
65
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
615
|
|
|||||
|
Interest on short-term borrowings
|
|
56
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
61
|
|
|||||
|
Interest on long-term debt
|
|
3,365
|
|
|
(1
|
)
|
|
587
|
|
|
(21
|
)
|
|
3,930
|
|
|||||
|
Interest on intercompany debt
|
|
(13
|
)
|
|
2
|
|
|
196
|
|
|
(185
|
)
|
|
—
|
|
|||||
|
Total interest expense
|
|
3,473
|
|
|
1
|
|
|
1,338
|
|
|
(206
|
)
|
|
4,606
|
|
|||||
|
Depreciation expense on operating lease assets
|
|
250
|
|
|
—
|
|
|
691
|
|
|
—
|
|
|
941
|
|
|||||
|
Net financing (loss) revenue
|
|
(1,752
|
)
|
|
(1
|
)
|
|
2,880
|
|
|
(3
|
)
|
|
1,124
|
|
|||||
|
Dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonbank subsidiaries
|
|
1,383
|
|
|
—
|
|
|
—
|
|
|
(1,383
|
)
|
|
—
|
|
|||||
|
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Servicing fees
|
|
270
|
|
|
—
|
|
|
256
|
|
|
(1
|
)
|
|
525
|
|
|||||
|
Servicing asset valuation and hedge activities, net
|
|
—
|
|
|
—
|
|
|
(434
|
)
|
|
—
|
|
|
(434
|
)
|
|||||
|
Total servicing income (loss), net
|
|
270
|
|
|
—
|
|
|
(178
|
)
|
|
(1
|
)
|
|
91
|
|
|||||
|
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
1,153
|
|
|
—
|
|
|
1,153
|
|
|||||
|
Gain on mortgage and automotive loans, net
|
|
22
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
229
|
|
|||||
|
Loss on extinguishment of debt
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
|
Other gain on investments, net
|
|
10
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
258
|
|
|||||
|
Other income, net of losses
|
|
(167
|
)
|
|
37
|
|
|
1,415
|
|
|
(664
|
)
|
|
621
|
|
|||||
|
Total other revenue
|
|
71
|
|
|
37
|
|
|
2,845
|
|
|
(665
|
)
|
|
2,288
|
|
|||||
|
Total net (loss) revenue
|
|
(298
|
)
|
|
36
|
|
|
5,725
|
|
|
(2,051
|
)
|
|
3,412
|
|
|||||
|
Provision for loan losses
|
|
58
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
161
|
|
|||||
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation and benefits expense
|
|
685
|
|
|
37
|
|
|
308
|
|
|
(37
|
)
|
|
993
|
|
|||||
|
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
452
|
|
|||||
|
Other operating expenses
|
|
541
|
|
|
1
|
|
|
2,069
|
|
|
(628
|
)
|
|
1,983
|
|
|||||
|
Total noninterest expense
|
|
1,226
|
|
|
38
|
|
|
2,829
|
|
|
(665
|
)
|
|
3,428
|
|
|||||
|
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
|
|
(1,582
|
)
|
|
(2
|
)
|
|
2,793
|
|
|
(1,386
|
)
|
|
(177
|
)
|
|||||
|
Income tax (benefit) expense from continuing operations
|
|
(616
|
)
|
|
(1
|
)
|
|
659
|
|
|
—
|
|
|
42
|
|
|||||
|
Net (loss) income from continuing operations
|
|
(966
|
)
|
|
(1
|
)
|
|
2,134
|
|
|
(1,386
|
)
|
|
(219
|
)
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
(8
|
)
|
|
57
|
|
|
3
|
|
|
62
|
|
|||||
|
Undistributed income (loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
1,254
|
|
|
1,254
|
|
|
—
|
|
|
(2,508
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
(455
|
)
|
|
477
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||||
|
Net (loss) income
|
|
(157
|
)
|
|
1,722
|
|
|
2,191
|
|
|
(3,913
|
)
|
|
(157
|
)
|
|||||
|
Other comprehensive loss, net of tax
|
|
(172
|
)
|
|
(63
|
)
|
|
(346
|
)
|
|
409
|
|
|
(172
|
)
|
|||||
|
Comprehensive (loss) income
|
|
$
|
(329
|
)
|
|
$
|
1,659
|
|
|
$
|
1,845
|
|
|
$
|
(3,504
|
)
|
|
$
|
(329
|
)
|
|
December 31, 2013
($ in millions)
|
|
Parent (a)
|
|
Guarantors
|
|
Nonguarantors (a)
|
|
Consolidating
adjustments |
|
Ally
consolidated |
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Noninterest-bearing
|
|
$
|
979
|
|
|
$
|
37
|
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
1,315
|
|
|
Interest-bearing
|
|
1,951
|
|
|
—
|
|
|
2,265
|
|
|
—
|
|
|
4,216
|
|
|||||
|
Interest-bearing — intercompany
|
|
—
|
|
|
—
|
|
|
410
|
|
|
(410
|
)
|
|
—
|
|
|||||
|
Total cash and cash equivalents
|
|
2,930
|
|
|
37
|
|
|
2,974
|
|
|
(410
|
)
|
|
5,531
|
|
|||||
|
Investment securities
|
|
—
|
|
|
—
|
|
|
17,083
|
|
|
—
|
|
|
17,083
|
|
|||||
|
Loans held-for-sale, net
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
|
Finance receivables and loans, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Finance receivables and loans, net
|
|
6,673
|
|
|
—
|
|
|
93,655
|
|
|
—
|
|
|
100,328
|
|
|||||
|
Intercompany loans to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
600
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
4,207
|
|
|
—
|
|
|
1,925
|
|
|
(6,132
|
)
|
|
—
|
|
|||||
|
Allowance for loan losses
|
|
(131
|
)
|
|
—
|
|
|
(1,077
|
)
|
|
—
|
|
|
(1,208
|
)
|
|||||
|
Total finance receivables and loans, net
|
|
11,349
|
|
|
—
|
|
|
94,503
|
|
|
(6,732
|
)
|
|
99,120
|
|
|||||
|
Investment in operating leases, net
|
|
3,172
|
|
|
—
|
|
|
14,508
|
|
|
—
|
|
|
17,680
|
|
|||||
|
Intercompany receivables from
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
236
|
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
465
|
|
|
—
|
|
|
588
|
|
|
(1,053
|
)
|
|
—
|
|
|||||
|
Investment in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
14,916
|
|
|
14,916
|
|
|
—
|
|
|
(29,832
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
12,201
|
|
|
68
|
|
|
—
|
|
|
(12,269
|
)
|
|
—
|
|
|||||
|
Premiums receivable and other insurance assets
|
|
—
|
|
|
—
|
|
|
1,634
|
|
|
(21
|
)
|
|
1,613
|
|
|||||
|
Other assets
|
|
3,122
|
|
|
—
|
|
|
6,880
|
|
|
(413
|
)
|
|
9,589
|
|
|||||
|
Assets of operations held-for-sale
|
|
516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|||||
|
Total assets
|
|
$
|
48,907
|
|
|
$
|
15,021
|
|
|
$
|
138,205
|
|
|
$
|
(50,966
|
)
|
|
$
|
151,167
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Deposit liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Noninterest-bearing
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
Interest-bearing
|
|
440
|
|
|
—
|
|
|
52,850
|
|
|
—
|
|
|
53,290
|
|
|||||
|
Total deposit liabilities
|
|
440
|
|
|
—
|
|
|
52,910
|
|
|
—
|
|
|
53,350
|
|
|||||
|
Short-term borrowings
|
|
3,225
|
|
|
—
|
|
|
5,320
|
|
|
—
|
|
|
8,545
|
|
|||||
|
Long-term debt
|
|
25,819
|
|
|
—
|
|
|
43,646
|
|
|
—
|
|
|
69,465
|
|
|||||
|
Intercompany debt to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonbank subsidiaries
|
|
2,334
|
|
|
—
|
|
|
4,808
|
|
|
(7,142
|
)
|
|
—
|
|
|||||
|
Intercompany payables to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Bank subsidiary
|
|
197
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|||||
|
Nonbank subsidiaries
|
|
666
|
|
|
—
|
|
|
447
|
|
|
(1,113
|
)
|
|
—
|
|
|||||
|
Interest payable
|
|
709
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
888
|
|
|||||
|
Unearned insurance premiums and service revenue
|
|
—
|
|
|
—
|
|
|
2,314
|
|
|
—
|
|
|
2,314
|
|
|||||
|
Accrued expenses and other liabilities
|
|
1,309
|
|
|
93
|
|
|
1,408
|
|
|
(413
|
)
|
|
2,397
|
|
|||||
|
Total liabilities
|
|
34,699
|
|
|
93
|
|
|
111,032
|
|
|
(8,865
|
)
|
|
136,959
|
|
|||||
|
Total equity
|
|
14,208
|
|
|
14,928
|
|
|
27,173
|
|
|
(42,101
|
)
|
|
14,208
|
|
|||||
|
Total liabilities and equity
|
|
$
|
48,907
|
|
|
$
|
15,021
|
|
|
$
|
138,205
|
|
|
$
|
(50,966
|
)
|
|
$
|
151,167
|
|
|
(a)
|
Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.
|
|
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.
|
|
Year ended December 31, 2013
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating
adjustments |
|
Ally
consolidated |
||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
|
|
$
|
3,015
|
|
|
$
|
3,572
|
|
|
$
|
5,305
|
|
|
$
|
(9,391
|
)
|
|
$
|
2,501
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Purchases of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(12,304
|
)
|
|
—
|
|
|
(12,304
|
)
|
|||||
|
Proceeds from sales of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
3,627
|
|
|
—
|
|
|
3,627
|
|
|||||
|
Proceeds from maturities and repayments of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
5,509
|
|
|
—
|
|
|
5,509
|
|
|||||
|
Net decrease (increase) in finance receivables and loans
|
|
4,898
|
|
|
79
|
|
|
(7,456
|
)
|
|
—
|
|
|
(2,479
|
)
|
|||||
|
Net change in loans — intercompany
|
|
306
|
|
|
251
|
|
|
(1,503
|
)
|
|
946
|
|
|
—
|
|
|||||
|
Net increase in operating lease assets
|
|
(1,320
|
)
|
|
—
|
|
|
(4,912
|
)
|
|
—
|
|
|
(6,232
|
)
|
|||||
|
Capital contributions to subsidiaries
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|||||
|
Returns of contributed capital
|
|
1,002
|
|
|
150
|
|
|
—
|
|
|
(1,152
|
)
|
|
—
|
|
|||||
|
Sales of mortgage servicing rights
|
|
—
|
|
|
—
|
|
|
911
|
|
|
—
|
|
|
911
|
|
|||||
|
Proceeds from sale of business units, net
|
|
1,799
|
|
|
554
|
|
|
5,091
|
|
|
—
|
|
|
7,444
|
|
|||||
|
Net change in restricted cash
|
|
—
|
|
|
(26
|
)
|
|
(44
|
)
|
|
—
|
|
|
(70
|
)
|
|||||
|
Other, net
|
|
41
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
51
|
|
|||||
|
Net cash provided by (used in) investing activities
|
|
6,249
|
|
|
1,008
|
|
|
(11,071
|
)
|
|
271
|
|
|
(3,543
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net change in short-term borrowings — third party
|
|
131
|
|
|
36
|
|
|
1,424
|
|
|
—
|
|
|
1,591
|
|
|||||
|
Net (decrease) increase in deposits
|
|
(543
|
)
|
|
—
|
|
|
5,879
|
|
|
39
|
|
|
5,375
|
|
|||||
|
Proceeds from issuance of long-term debt — third party
|
|
3,236
|
|
|
—
|
|
|
24,076
|
|
|
—
|
|
|
27,312
|
|
|||||
|
Repayments of long-term debt — third party
|
|
(9,468
|
)
|
|
(70
|
)
|
|
(22,354
|
)
|
|
—
|
|
|
(31,892
|
)
|
|||||
|
Net change in debt — intercompany
|
|
1,803
|
|
|
(271
|
)
|
|
(629
|
)
|
|
(903
|
)
|
|
—
|
|
|||||
|
Proceeds from issuance of common stock
|
|
1,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,270
|
|
|||||
|
Repurchase of mandatorily convertible preferred stock held by U.S. Department of Treasury and elimination of share adjustment right
|
|
(5,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,925
|
)
|
|||||
|
Dividends paid — third party
|
|
(810
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(810
|
)
|
|||||
|
Dividends paid and returns of contributed capital — intercompany
|
|
—
|
|
|
(4,267
|
)
|
|
(6,275
|
)
|
|
10,542
|
|
|
—
|
|
|||||
|
Capital contributions from parent
|
|
—
|
|
|
29
|
|
|
448
|
|
|
(477
|
)
|
|
—
|
|
|||||
|
Net cash (used in) provided by financing activities
|
|
(10,306
|
)
|
|
(4,543
|
)
|
|
2,569
|
|
|
9,201
|
|
|
(3,079
|
)
|
|||||
|
Effect of exchange-rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
|
(1,042
|
)
|
|
37
|
|
|
(3,152
|
)
|
|
81
|
|
|
(4,076
|
)
|
|||||
|
Adjustment for change in cash and cash equivalents of operations held-for-sale
|
|
—
|
|
|
—
|
|
|
2,094
|
|
|
—
|
|
|
2,094
|
|
|||||
|
Cash and cash equivalents at beginning of year
|
|
3,972
|
|
|
—
|
|
|
4,032
|
|
|
(491
|
)
|
|
7,513
|
|
|||||
|
Cash and cash equivalents at end of year
|
|
$
|
2,930
|
|
|
$
|
37
|
|
|
$
|
2,974
|
|
|
$
|
(410
|
)
|
|
$
|
5,531
|
|
|
Year ended December 31, 2012
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating
adjustments |
|
Ally
consolidated |
||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
|
|
$
|
102
|
|
|
$
|
306
|
|
|
$
|
5,862
|
|
|
$
|
(1,221
|
)
|
|
$
|
5,049
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Purchases of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(12,816
|
)
|
|
—
|
|
|
(12,816
|
)
|
|||||
|
Proceeds from sales of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
7,662
|
|
|
—
|
|
|
7,662
|
|
|||||
|
Proceeds from maturities and repayments of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
5,673
|
|
|
—
|
|
|
5,673
|
|
|||||
|
Net decrease (increase) in finance receivables and loans
|
|
3,027
|
|
|
2
|
|
|
(14,972
|
)
|
|
—
|
|
|
(11,943
|
)
|
|||||
|
Proceeds from sales of finance receivables and loans
|
|
352
|
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|
2,332
|
|
|||||
|
Net change in loans — intercompany
|
|
3,879
|
|
|
105
|
|
|
129
|
|
|
(4,113
|
)
|
|
—
|
|
|||||
|
Net increase in operating lease assets
|
|
(2,268
|
)
|
|
—
|
|
|
(3,431
|
)
|
|
—
|
|
|
(5,699
|
)
|
|||||
|
Capital contributions to subsidiaries
|
|
(261
|
)
|
|
—
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|||||
|
Returns of contributed capital
|
|
2,079
|
|
|
—
|
|
|
—
|
|
|
(2,079
|
)
|
|
—
|
|
|||||
|
Net cash effect from deconsolidation of ResCap
|
|
—
|
|
|
—
|
|
|
(539
|
)
|
|
—
|
|
|
(539
|
)
|
|||||
|
Proceeds from sale of business units, net
|
|
29
|
|
|
—
|
|
|
487
|
|
|
—
|
|
|
516
|
|
|||||
|
Net change in restricted cash
|
|
—
|
|
|
(13
|
)
|
|
(1,685
|
)
|
|
—
|
|
|
(1,698
|
)
|
|||||
|
Other, net
|
|
(247
|
)
|
|
—
|
|
|
204
|
|
|
—
|
|
|
(43
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
|
6,590
|
|
|
94
|
|
|
(17,308
|
)
|
|
(5,931
|
)
|
|
(16,555
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net change in short-term borrowings — third party
|
|
338
|
|
|
25
|
|
|
2,331
|
|
|
—
|
|
|
2,694
|
|
|||||
|
Net (decrease) increase in deposits
|
|
(785
|
)
|
|
1
|
|
|
7,476
|
|
|
(39
|
)
|
|
6,653
|
|
|||||
|
Proceeds from issuance of long-term debt — third party
|
|
3,613
|
|
|
70
|
|
|
35,718
|
|
|
—
|
|
|
39,401
|
|
|||||
|
Repayments of long-term debt — third party
|
|
(11,238
|
)
|
|
(73
|
)
|
|
(28,598
|
)
|
|
—
|
|
|
(39,909
|
)
|
|||||
|
Net change in debt — intercompany
|
|
(44
|
)
|
|
(149
|
)
|
|
(3,984
|
)
|
|
4,177
|
|
|
—
|
|
|||||
|
Dividends paid — third party
|
|
(802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(802
|
)
|
|||||
|
Dividends paid and returns of contributed capital — intercompany
|
|
—
|
|
|
(457
|
)
|
|
(2,843
|
)
|
|
3,300
|
|
|
—
|
|
|||||
|
Capital contributions from parent
|
|
—
|
|
|
169
|
|
|
92
|
|
|
(261
|
)
|
|
—
|
|
|||||
|
Net cash (used in) provided by financing activities
|
|
(8,918
|
)
|
|
(414
|
)
|
|
10,192
|
|
|
7,177
|
|
|
8,037
|
|
|||||
|
Effect of exchange-rate changes on cash and cash equivalents
|
|
(63
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(58
|
)
|
|||||
|
Net decrease in cash and cash equivalents
|
|
(2,289
|
)
|
|
(14
|
)
|
|
(1,249
|
)
|
|
25
|
|
|
(3,527
|
)
|
|||||
|
Adjustment for change in cash and cash equivalents of operations held-for-sale
|
|
—
|
|
|
—
|
|
|
(1,995
|
)
|
|
—
|
|
|
(1,995
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
|
6,261
|
|
|
14
|
|
|
7,276
|
|
|
(516
|
)
|
|
13,035
|
|
|||||
|
Cash and cash equivalents at end of year
|
|
$
|
3,972
|
|
|
$
|
—
|
|
|
$
|
4,032
|
|
|
$
|
(491
|
)
|
|
$
|
7,513
|
|
|
Year ended December 31, 2011
($ in millions)
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating
adjustments |
|
Ally
consolidated |
||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
|
$
|
2,695
|
|
|
$
|
209
|
|
|
$
|
3,973
|
|
|
$
|
(1,384
|
)
|
|
$
|
5,493
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Purchases of available-for-sale securities
|
—
|
|
|
—
|
|
|
(19,377
|
)
|
|
—
|
|
|
(19,377
|
)
|
|||||
|
Proceeds from sales of available-for-sale securities
|
1,494
|
|
|
—
|
|
|
12,738
|
|
|
—
|
|
|
14,232
|
|
|||||
|
Proceeds from maturities and repayments of available-for-sale securities
|
1
|
|
|
—
|
|
|
4,964
|
|
|
—
|
|
|
4,965
|
|
|||||
|
Net increase in finance receivables and loans
|
(2,933
|
)
|
|
(51
|
)
|
|
(14,014
|
)
|
|
—
|
|
|
(16,998
|
)
|
|||||
|
Proceeds from sales of finance receivables and loans
|
1,346
|
|
|
—
|
|
|
1,522
|
|
|
—
|
|
|
2,868
|
|
|||||
|
Net change in loans — intercompany
|
2,743
|
|
|
11
|
|
|
(88
|
)
|
|
(2,666
|
)
|
|
—
|
|
|||||
|
Net (increase) decrease in operating lease assets
|
2,890
|
|
|
—
|
|
|
(3,901
|
)
|
|
—
|
|
|
(1,011
|
)
|
|||||
|
Capital contributions to subsidiaries
|
(1,634
|
)
|
|
(855
|
)
|
|
—
|
|
|
2,489
|
|
|
—
|
|
|||||
|
Returns of contributed capital
|
1,255
|
|
|
—
|
|
|
—
|
|
|
(1,255
|
)
|
|
—
|
|
|||||
|
Proceeds from sale of business unit, net
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||
|
Net change in restricted cash
|
157
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
346
|
|
|||||
|
Other, net
|
(33
|
)
|
|
(1
|
)
|
|
831
|
|
|
—
|
|
|
797
|
|
|||||
|
Net cash provided by (used in) investing activities
|
5,286
|
|
|
(896
|
)
|
|
(17,086
|
)
|
|
(1,432
|
)
|
|
(14,128
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net change in short-term borrowings — third party
|
237
|
|
|
47
|
|
|
230
|
|
|
—
|
|
|
514
|
|
|||||
|
Net increase in deposits
|
308
|
|
|
—
|
|
|
5,766
|
|
|
—
|
|
|
6,074
|
|
|||||
|
Proceeds from issuance of long-term debt — third party
|
3,201
|
|
|
200
|
|
|
41,353
|
|
|
—
|
|
|
44,754
|
|
|||||
|
Repayments of long-term debt — third party
|
(9,414
|
)
|
|
(226
|
)
|
|
(30,833
|
)
|
|
—
|
|
|
(40,473
|
)
|
|||||
|
Net change in debt — intercompany
|
71
|
|
|
30
|
|
|
(2,755
|
)
|
|
2,654
|
|
|
—
|
|
|||||
|
Dividends paid — third party
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(819
|
)
|
|||||
|
Dividends paid and returns of contributed capital — intercompany
|
—
|
|
|
(207
|
)
|
|
(2,431
|
)
|
|
2,638
|
|
|
—
|
|
|||||
|
Capital contributions from parent
|
—
|
|
|
855
|
|
|
1,634
|
|
|
(2,489
|
)
|
|
—
|
|
|||||
|
Net cash (used in) provided by financing activities
|
(6,416
|
)
|
|
699
|
|
|
12,964
|
|
|
2,803
|
|
|
10,050
|
|
|||||
|
Effect of exchange-rate changes on cash and cash equivalents
|
31
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
49
|
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
1,596
|
|
|
12
|
|
|
(131
|
)
|
|
(13
|
)
|
|
1,464
|
|
|||||
|
Adjustment for change in cash and cash equivalents of operations held-for-sale
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
4,665
|
|
|
2
|
|
|
7,506
|
|
|
(503
|
)
|
|
11,670
|
|
|||||
|
Cash and cash equivalents at end of year
|
$
|
6,261
|
|
|
$
|
14
|
|
|
$
|
7,276
|
|
|
$
|
(516
|
)
|
|
$
|
13,035
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
December 31,
($ in millions)
|
Maximum
liability |
|
Carrying value
of liability |
|
Maximum
liability |
|
Carrying value
of liability |
||||||||
|
Default automotive repurchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,897
|
|
|
$
|
—
|
|
|
Standby letters of credit and other guarantees
|
142
|
|
|
30
|
|
|
274
|
|
|
44
|
|
||||
|
December 31,
($ in millions)
|
2013
|
|
2012
|
||||
|
Commitments to
|
|
|
|
||||
|
Sell mortgages or securities (a)
|
$
|
—
|
|
|
$
|
6,282
|
|
|
Originate/purchase mortgages or securities (a)
|
—
|
|
|
4,249
|
|
||
|
Provide capital to investees (b)
|
63
|
|
|
86
|
|
||
|
Provide retail automotive receivables to third-parties (c)
|
—
|
|
|
425
|
|
||
|
Construction-lending commitments (d)
|
187
|
|
|
100
|
|
||
|
Home equity lines of credit (e)
|
388
|
|
|
411
|
|
||
|
Unused revolving credit line commitments (f)
|
1,062
|
|
|
668
|
|
||
|
(a)
|
We have exited the mortgage origination and servicing business.
|
|
(b)
|
We are committed to contribute capital to certain investees. The fair value of these commitments is considered in the overall valuation of the underlying assets with which they are associated.
|
|
(c)
|
Certain of our discontinued international automotive financing businesses were committed to provide retail automotive receivables to third-party banks in exchange for secured debt. Those transactions did not meet the definition of a sale.
|
|
(d)
|
The fair value of these commitments is considered in the overall valuation of the related assets.
|
|
(e)
|
We are committed to fund the remaining unused balances on home equity lines of credit.
|
|
(f)
|
The unused portion of revolving lines of credit reset at prevailing market rates and, as such, approximate market value.
|
|
Year ended December 31,
($ in millions)
|
|
||
|
2014
|
$
|
39
|
|
|
2015
|
34
|
|
|
|
2016
|
18
|
|
|
|
2017
|
5
|
|
|
|
2018
|
—
|
|
|
|
2019 and thereafter
|
—
|
|
|
|
Total minimum payment required
|
$
|
96
|
|
|
Year ended December 31,
($ in millions)
|
|
||
|
2014
|
$
|
76
|
|
|
2015 and 2016
|
2
|
|
|
|
Total future payment obligations
|
$
|
78
|
|
|
($ in millions)
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
2013
|
|
|
|
|
|
|
|
||||||||
|
Net financing revenue
|
$
|
640
|
|
|
$
|
628
|
|
|
$
|
737
|
|
|
$
|
774
|
|
|
Other revenue
|
386
|
|
|
402
|
|
|
371
|
|
|
325
|
|
||||
|
Total net revenue
|
1,026
|
|
|
1,030
|
|
|
1,108
|
|
|
1,099
|
|
||||
|
Provision for loan losses
|
131
|
|
|
89
|
|
|
141
|
|
|
140
|
|
||||
|
Total noninterest expense
|
958
|
|
|
801
|
|
|
762
|
|
|
884
|
|
||||
|
(Loss) income from continuing operations before income tax (benefit) expense
|
(63
|
)
|
|
140
|
|
|
205
|
|
|
75
|
|
||||
|
Income tax (benefit) expense from continuing operations
|
(123
|
)
|
|
40
|
|
|
28
|
|
|
(4
|
)
|
||||
|
Net income from continuing operations
|
60
|
|
|
100
|
|
|
177
|
|
|
79
|
|
||||
|
Income (loss) from discontinued operations, net of tax
|
1,033
|
|
|
(1,027
|
)
|
|
(86
|
)
|
|
25
|
|
||||
|
Net income (loss)
|
$
|
1,093
|
|
|
$
|
(927
|
)
|
|
$
|
91
|
|
|
$
|
104
|
|
|
Basic earnings per common share
|
|
|
|
|
|
|
|
||||||||
|
Net loss from continuing operations
|
$
|
(105
|
)
|
|
$
|
(75
|
)
|
|
$
|
(18
|
)
|
|
$
|
(270
|
)
|
|
Net income (loss)
|
671
|
|
|
(847
|
)
|
|
(82
|
)
|
|
(251
|
)
|
||||
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
||||||||
|
Net loss from continuing operations
|
$
|
(105
|
)
|
|
$
|
(75
|
)
|
|
$
|
(18
|
)
|
|
$
|
(270
|
)
|
|
Net income (loss)
|
671
|
|
|
(847
|
)
|
|
(82
|
)
|
|
(251
|
)
|
||||
|
2012
|
|
|
|
|
|
|
|
||||||||
|
Net financing revenue
|
$
|
351
|
|
|
$
|
457
|
|
|
$
|
472
|
|
|
$
|
611
|
|
|
Other revenue
|
605
|
|
|
714
|
|
|
775
|
|
|
480
|
|
||||
|
Total net revenue
|
956
|
|
|
1,171
|
|
|
1,247
|
|
|
1,091
|
|
||||
|
Provision for loan losses
|
98
|
|
|
33
|
|
|
105
|
|
|
93
|
|
||||
|
Total noninterest expense
|
855
|
|
|
971
|
|
|
845
|
|
|
951
|
|
||||
|
Income from continuing operations before income tax expense (benefit)
|
3
|
|
|
167
|
|
|
297
|
|
|
47
|
|
||||
|
Income tax expense (benefit) from continuing operations
|
1
|
|
|
(16
|
)
|
|
46
|
|
|
(887
|
)
|
||||
|
Net income from continuing operations
|
2
|
|
|
183
|
|
|
251
|
|
|
934
|
|
||||
|
Income (loss) from discontinued operations, net of tax
|
308
|
|
|
(1,081
|
)
|
|
133
|
|
|
466
|
|
||||
|
Net income (loss)
|
$
|
310
|
|
|
$
|
(898
|
)
|
|
$
|
384
|
|
|
$
|
1,400
|
|
|
Basic earnings per common share
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) income from continuing operations
|
$
|
(149
|
)
|
|
$
|
(13
|
)
|
|
$
|
38
|
|
|
$
|
551
|
|
|
Net income (loss)
|
82
|
|
|
(825
|
)
|
|
137
|
|
|
901
|
|
||||
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) income from continuing operations
|
$
|
(149
|
)
|
|
$
|
(13
|
)
|
|
$
|
38
|
|
|
$
|
455
|
|
|
Net income (loss)
|
82
|
|
|
(825
|
)
|
|
137
|
|
|
700
|
|
||||
|
Name
|
|
Age
|
|
Position
|
|
Franklin W. Hobbs
|
|
66
|
|
Director (Chairman of the Board)
|
|
Robert T. Blakely
|
|
72
|
|
Director (Chairman of Audit Committee)
|
|
Mayree C. Clark
|
|
56
|
|
Director (Member of Audit Committee)
|
|
Stephen A. Feinberg
|
|
53
|
|
Director
|
|
Kim S. Fennebresque
|
|
63
|
|
Director
|
|
Gerald Greenwald
|
|
78
|
|
Director
|
|
Brian P. MacDonald
|
|
48
|
|
Director (Member of Audit Committee)
|
|
Marjorie Magner
|
|
64
|
|
Director
|
|
Henry S. Miller
|
|
68
|
|
Director
|
|
Mathew Pendo
|
|
50
|
|
Director (Member of Audit Committee)
|
|
Michael A. Carpenter
|
|
66
|
|
Director and Chief Executive Officer
|
|
Jeffrey J. Brown
|
|
40
|
|
Senior Executive Vice President of Finance and Corporate Planning
|
|
Christopher A. Halmy
|
|
45
|
|
Chief Financial Officer
|
|
Barbara Yastine
|
|
54
|
|
Chief Executive Officer and President of Ally Bank
|
|
William F. Muir
|
|
59
|
|
President
|
|
William Solomon
|
|
61
|
|
Group Vice President and General Counsel
|
|
David J. DeBrunner
|
|
47
|
|
Vice President, Chief Accounting Officer, and Corporate Controller
|
|
Brian Gunn
|
|
41
|
|
Chief Risk Officer
|
|
•
|
Discharging the Board's responsibilities with respect to the establishment, maintenance and administration of Ally's compensation plans, including determining the total compensation of the Chief Executive Officer and executive officers plus other senior executives designated by the Committee as under its purview;
|
|
•
|
Overseeing Ally's leadership development and succession planning programs;
|
|
•
|
Identifying qualified individuals for membership on the Board (consistent with criteria approved by the Board) and to recommend to the Board the director nominees;
|
|
•
|
Reviewing and recommending to the Board the director compensation for service on the Board;
|
|
•
|
Leading the Board and its committees in their annual self-evaluation and the annual review of the Board's performance;
|
|
•
|
Developing and recommending to the Board a corporate governance policy for the Board, and overseeing Ally's corporate governance procedures and practices related to the Board; and
|
|
•
|
Performing any and all duties required of it under applicable laws, rules, regulations, regulatory guidance, or other legal authority.
|
|
•
|
It has reviewed with senior risk officers the SEO compensation plans and has identified and limited features to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of Ally.
|
|
•
|
It has reviewed with senior risk officers the employee compensation plans and has identified and limited features as it deemed necessary to ensure that Ally is not exposed to unnecessary risks.
|
|
•
|
It has reviewed the employee compensation plans to eliminate any features in these plans that would encourage the manipulation of reported earnings of Ally to enhance the compensation of any employee.
|
|
|
Kim S. Fennebresque (Committee Chairman)
|
|
|
|
Robert T. Blakely
|
|
|
|
Franklin W. Hobbs
|
|
|
|
Marjorie Magner
|
|
|
•
|
bolstering the common capital through a $1.3 billion common equity raise;
|
|
•
|
achieving financial holding company status;
|
|
•
|
receiving confirmation of the ResCap bankruptcy plan;
|
|
•
|
completing the sales of nearly all international operations;
|
|
•
|
receiving credit ratings upgrades;
|
|
•
|
receiving a non-objection to the revised CCAR plan; and
|
|
•
|
repurchasing $5.9 billion of mandatorily convertible preferred stock from the U.S. Department of Treasury (Treasury).
|
|
•
|
Cash salaries are limited based on the determination of the Special Master;
|
|
•
|
The majority of an SEO's compensation paid in equity that must be held long-term;
|
|
•
|
Any incentive compensation granted must be in the form of long-term restricted equity that is contingent on performance and paid out after incremental TARP repayments;
|
|
•
|
Perquisites and “other” compensation capped at $25,000, with limited exceptions;
|
|
•
|
Suspension of the accrual of benefits to supplemental executive retirement plans;
|
|
•
|
Prohibition on incentives for SEOs that could cause them to take unnecessary or excessive risks;
|
|
•
|
Clawback of any bonus or incentive compensation paid to an SEO based on statements of earnings, revenues, gains, or other performance criteria that are later found to be materially inaccurate, is based on erroneous data that resulted in an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws within the three years prior to payment, or is found to require repayment under the provisions of any other Federal law or regulation that may govern the Company's executive compensation; and
|
|
•
|
Prohibition on any severance payable to the SEOs and the next five most highly compensated employees.
|
|
•
|
Align with long-term value creation for our shareholders;
|
|
•
|
Provide appropriate incentives based on individual, business, and Company performance;
|
|
•
|
Encourage prudent, but not excessive risk taking;
|
|
•
|
Provide a total compensation opportunity competitive with market practice; and
|
|
•
|
Be internally equitable for the relative value of the employee's position at Ally.
|
|
|
•
|
BB&T
|
•
|
KeyCorp
|
•
|
U.S. Bancorp
|
|
|
|
|
|
|
|
|
|
|
•
|
Capital One Financial
|
•
|
PNC Financial
|
•
|
Wells Fargo
|
|
|
|
|
|
|
|
|
|
|
•
|
Discover
|
•
|
Regions Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Fifth Third Bancorp
|
•
|
SunTrust Banks
|
|
|
|
•
|
No increase in cash salaries for any Top 25 employee.
|
|
•
|
DSUs earned by the CEO in 2013 are payable in three equal, annual installments beginning on the first anniversary of grant.
|
|
•
|
For other Top 25 employees, DSUs earned in 2013 are payable in three equal installments: the first on the final payroll date of 2013, the second ratably over 2014 and the third ratably over 2015.
|
|
•
|
Ten percent of Ally’s compensation opportunities, effective July 1, 2013, should be in the form of long-term incentive awards payable upon the achievement of specified, objective performance criteria provided to the Special Master and vested after three years of service. Even if vested, as required by the Interim Final Rule, all IRSU awards may be paid only in 25% installments as Ally repays its TARP obligations in 25% increments, and will otherwise be forfeited.
|
|
|
2013 Base salary
|
||||||
|
NEO
|
Cash (
$
)
|
|
Equity (Deferred stock units) (
$
)
|
|
Total (
$
)
|
||
|
Michael A. Carpenter
|
—
|
|
|
9,025,000
|
|
9,025,000
|
|
|
Jeffrey J. Brown
|
600,000
|
|
|
3,577,997
|
|
4,177,997
|
|
|
Barbara Yastine
|
600,000
|
|
|
4,327,989
|
|
4,927,989
|
|
|
William Muir
|
600,000
|
|
|
3,200,450
|
|
3,800,450
|
|
|
William Solomon
|
500,000
|
|
|
1,713,950
|
|
2,213,950
|
|
|
James G. Mackey
|
477,886
|
|
|
2,081,456
|
|
2,559,342
|
|
|
2013 Performance Objectives
|
2013 Accomplishments
|
|
Continue to grow our leading automotive services operation
|
Increased consumer automobile financing originations for new and used vehicles
|
|
|
Honored with 2013 Auto Finance Excellence Award by Auto Finance News for success and contributions to the automotive finance industry
|
|
Grow Ally Bank by building upon its unique consumer value proposition
|
Achieved strong deposit growth and high CD retention rates at Ally Bank
|
|
|
Ally Bank was named Money Magazine Best Online Bank for the third consecutive year
|
|
Complete the sale and separation of legacy businesses to reduce risk and best position the company to thrive
|
ResCap’s bankruptcy process has been completed and Ally’s legacy mortgage issues have been largely addressed
|
|
Improve competitiveness through lower funding costs and enhanced balance sheet management
|
Improved cost of funds through reduction in high cost unsecured debt and increased deposits
|
|
Position Ally to repay Treasury as soon as practical
|
Repaid $5.9 billion to Treasury in November leading to a total repayment of $12.3 billion thus far, reflecting more than 70% of the investment made in the Company
|
|
2013 Performance Objectives
|
2013 Accomplishments
|
|
Enhance strategic flexibility for Ally
|
Received $8.4 billion in proceeds related to the sale of the international operations
|
|
|
Completed a private placement of $1.3 billion in Ally common stock
|
|
|
Received a non-objection from the Federal Reserve to the Comprehensive Capital Analysis and Review (CCAR)
|
|
Lead substantial repayment of TARP
|
Completed the repurchase of the Mandatory Convertible Preferred securities held by Treasury and the settlement of the share adjustment provision, which led to the repayment of $5.9 billion
|
|
Drive improved funding and operational costs
|
Continued reduction of cost of funds through enhanced balance sheet management
|
|
2013 Performance Objectives
|
2013 Accomplishments
|
|
Grow retail deposits
|
Retail deposits grew by more than 20 percent
|
|
|
Total deposits now represent more than 40 percent of Ally’s funding profile
|
|
Increase customer base
|
Customer base grew 30 percent year-over-year
|
|
Risk framework and controls
|
Continued to maintain strong risk culture, with emphasis on transparency and teamwork, addressing issues quickly and aggressively
|
|
2013 Performance Objectives
|
2013 Accomplishments
|
|
Capitalize on opportunities in the automotive finance business
|
Ally’s industry leading automotive finance franchise remained well positioned, despite significant competition
|
|
|
Strong automotive net financing revenue growth
|
|
Strengthen and grow dealer relationships with Ally’s leading insurance operations
|
Growth in the number of dealers participating in Ally’s insurance services
|
|
2013 Performance Objectives
|
2013 Accomplishments
|
|
Provide effective legal support for all strategic business initiatives
|
Supported the sale of the discontinued international businesses
|
|
|
Supported the conclusion of the ResCap bankruptcy
|
|
Risk framework and controls
|
Managed completion of two-year review of business operations for legal risk assessments
|
|
Reduce cost of obtaining outside legal services
|
Oversaw various alternative fee and counsel management programs for ad hoc projects and routine matters
|
|
|
Total
compensation
($)
|
|
Long-term equity-based compensation
|
|||||
|
Name
|
Dollar amount
awarded
($)
|
|
Percent of total
compensation (%)
|
|||||
|
Michael A. Carpenter
|
9,547,517
|
|
|
9,500,000
|
|
|
99.5
|
%
|
|
Jeffrey J. Brown
|
4,428,824
|
|
|
3,797,892
|
|
|
85.8
|
%
|
|
Barbara Yastine
|
5,216,583
|
|
|
4,587,357
|
|
|
87.9
|
%
|
|
William Muir
|
4,032,411
|
|
|
3,400,000
|
|
|
84.3
|
%
|
|
William Solomon
|
2,367,076
|
|
|
1,830,000
|
|
|
77.3
|
%
|
|
James G. Mackey
|
2,585,578
|
|
|
2,081,456
|
|
|
80.5
|
%
|
|
Name and principal position
|
Year
|
|
Salary
($)
(a)
|
|
Stock
awards
($)
(b) (c) (d)
|
|
All other
compensation
($)
(e)
|
|
Total
($)
|
||||
|
Michael A. Carpenter
|
2013
|
|
—
|
|
|
9,500,000
|
|
|
47,517
|
|
|
9,547,517
|
|
|
Chief Executive Officer
|
2012
|
|
—
|
|
|
9,500,000
|
|
|
57,119
|
|
|
9,557,119
|
|
|
|
2011
|
|
—
|
|
|
9,500,000
|
|
|
43,077
|
|
|
9,543,077
|
|
|
Jeffrey J. Brown
|
2013
|
|
600,000
|
|
|
3,797,892
|
|
|
30,932
|
|
|
4,428,824
|
|
|
Senior Executive Vice President of Finance and Corporate
|
2012
|
|
600,000
|
|
|
3,797,892
|
|
|
30,167
|
|
|
4,428,059
|
|
|
Planning
|
2011
|
|
600,000
|
|
|
3,743,678
|
|
|
29,609
|
|
|
4,373,287
|
|
|
Barbara Yastine
|
2013
|
|
600,000
|
|
|
4,587,357
|
|
|
29,226
|
|
|
5,216,583
|
|
|
Chief Executive Officer and President, Ally Bank
|
2012
|
|
600,000
|
|
|
4,587,357
|
|
|
28,599
|
|
|
5,215,956
|
|
|
|
2011
|
|
600,000
|
|
|
4,587,357
|
|
|
27,950
|
|
|
5,215,307
|
|
|
William Muir
|
2013
|
|
600,000
|
|
|
3,400,000
|
|
|
32,411
|
|
|
4,032,411
|
|
|
President
|
2012
|
|
600,000
|
|
|
3,400,000
|
|
|
31,723
|
|
|
4,031,723
|
|
|
|
2011
|
|
509,000
|
|
|
3,147,280
|
|
|
30,595
|
|
|
3,686,875
|
|
|
William Solomon
|
2013
|
|
500,000
|
|
|
1,830,000
|
|
|
37,076
|
|
|
2,367,076
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
||||
|
James G. Mackey
|
2013
|
|
477,886
|
|
|
2,081,456
|
|
|
26,236
|
|
|
2,585,578
|
|
|
Chief Financial Officer
|
2012
|
|
550,000
|
|
|
2,450,000
|
|
|
30,904
|
|
|
3,030,904
|
|
|
|
2011
|
|
550,000
|
|
|
2,305,738
|
|
|
29,653
|
|
|
2,885,391
|
|
|
(a)
|
The amounts shown as salary represent the cash portion of base salary and do not include the DSU award values that are part of the executive's base salary and are shown as stock awards in this table.
|
|
(b)
|
The 2013 total represents the grant date fair value of the Ally DSU and IRSU awards granted in 2013 as determined by the Ally Board of Directors. The 2013 total is not necessarily the cash payment received. For a further discussion, see footnote (a) in the Outstanding Equity Awards at 2013 Fiscal Year End - Stock Awards section below and Note 23 to our Consolidated Financial Statements. The grant amounts for each NEO for 2013 are displayed in the following table.
|
|
Name
|
2013 DSU
($)
|
|
2013 IRSU
($)
|
|
Total
($)
|
|||
|
Michael A. Carpenter
|
9,025,000
|
|
|
475,000
|
|
|
9,500,000
|
|
|
Jeffrey J. Brown
|
3,577,997
|
|
|
219,895
|
|
|
3,797,892
|
|
|
Barbara Yastine
|
4,327,989
|
|
|
259,368
|
|
|
4,587,357
|
|
|
William Muir
|
3,200,450
|
|
|
199,550
|
|
|
3,400,000
|
|
|
William Solomon
|
1,713,950
|
|
|
116,050
|
|
|
1,830,000
|
|
|
James G. Mackey
|
2,081,456
|
|
|
—
|
|
|
2,081,456
|
|
|
(c)
|
The 2012 total represents the grant date fair value of the Ally DSU awards granted in 2012 and is not necessarily the cash payment received. The grant amounts for each NEO for 2012 are displayed in the following table.
|
|
Name
|
2012 DSU
($)
|
|
2012 IRSU
($)
|
|
Total
($)
|
|||
|
Michael A. Carpenter
|
9,500,000
|
|
|
—
|
|
|
9,500,000
|
|
|
Jeffrey J. Brown
|
3,797,892
|
|
|
—
|
|
|
3,797,892
|
|
|
Barbara Yastine
|
4,587,357
|
|
|
—
|
|
|
4,587,357
|
|
|
William Muir
|
3,400,000
|
|
|
—
|
|
|
3,400,000
|
|
|
James G. Mackey
|
2,450,000
|
|
|
—
|
|
|
2,450,000
|
|
|
(d)
|
The 2011 total represents the grant date fair value of the Ally DSU and IRSU awards granted in 2011 and is not necessarily the cash payment received. The grant amounts for each NEO for 2011 are displayed in the following table.
|
|
Name
|
2011 DSU
($)
|
|
2011 IRSU
($)
|
|
Total
($)
|
|||
|
Michael Carpenter
|
8,000,000
|
|
|
1,500,000
|
|
|
9,500,000
|
|
|
Jeffrey J. Brown
|
2,350,000
|
|
|
1,393,678
|
|
|
3,743,678
|
|
|
Barbara Yastine
|
2,858,238
|
|
|
1,729,119
|
|
|
4,587,357
|
|
|
William Muir
|
1,931,520
|
|
|
1,215,760
|
|
|
3,147,280
|
|
|
James G. Mackey
|
1,353,825
|
|
|
951,913
|
|
|
2,305,738
|
|
|
(e)
|
Refer to the
All Other Compensation in 2013
section for further details.
|
|
|
Michael A. Carpenter
|
|
Jeffrey J. Brown
|
|
Barbara Yastine
|
|
William Muir
|
|
William Solomon
|
|
James G. Mackey
|
||||||||||||
|
Financial counseling (a)
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
Liability insurance (b)
|
458
|
|
|
458
|
|
|
458
|
|
|
883
|
|
|
458
|
|
|
420
|
|
||||||
|
Total perquisites
|
3,958
|
|
|
3,958
|
|
|
458
|
|
|
883
|
|
|
3,958
|
|
|
3,920
|
|
||||||
|
Life insurance (c)
|
18,059
|
|
|
1,380
|
|
|
3,174
|
|
|
5,934
|
|
|
7,524
|
|
|
1,672
|
|
||||||
|
401(k) matching contribution (d)
|
25,500
|
|
|
25,500
|
|
|
25,500
|
|
|
25,500
|
|
|
25,500
|
|
|
20,400
|
|
||||||
|
Other (e)
|
—
|
|
|
94
|
|
|
94
|
|
|
94
|
|
|
94
|
|
|
244
|
|
||||||
|
Total all other compensation
|
$
|
47,517
|
|
|
$
|
30,932
|
|
|
$
|
29,226
|
|
|
$
|
32,411
|
|
|
$
|
37,076
|
|
|
$
|
26,236
|
|
|
(a)
|
We provide a taxable allowance to certain senior executives for financial counseling, tax preparation and estate planning services. Costs associated with this benefit are reflected in the table above, based on the actual charge for the services received. Any taxes assessed on the imputed income for the value of this service are the responsibility of the executive.
|
|
(b)
|
We provide a taxable allowance for a personal umbrella liability insurance for certain executives. Any taxes assessed on the imputed income for the value of this service are the responsibility of the executive.
|
|
(c)
|
Represents tax value of the Company provided life insurance for 2013.
|
|
(d)
|
Represents the employer contribution, Company match contribution, and discretionary contribution made to the employees' 401(k) fund.
|
|
(e)
|
Represents a $150 wellness credit for participating in and completing various wellness initiatives as part of a company-wide wellness program and a $94 award.
|
|
Name
|
Award
|
|
Grant Date (a)
|
All other stock awards:
number of shares or unit of stock (b)
|
|
Grant date
fair value
of stock or unit awards
($)
(c)
|
|
Michael A. Carpenter
|
DSU
|
|
—
|
1,002.8
|
|
9,025,000
|
|
|
IRSU
|
|
12/18/2013
|
52.8
|
|
475,000
|
|
Jeffrey J. Brown
|
DSU
|
|
—
|
397.6
|
|
3,577,997
|
|
|
IRSU
|
|
12/18/2013
|
24.4
|
|
219,895
|
|
Barbara Yastine
|
DSU
|
|
—
|
480.9
|
|
4,327,989
|
|
|
IRSU
|
|
12/18/2013
|
28.8
|
|
259,368
|
|
William Muir
|
DSU
|
|
—
|
355.6
|
|
3,200,450
|
|
|
IRSU
|
|
12/18/2013
|
22.2
|
|
199,550
|
|
William Solomon
|
DSU
|
|
—
|
190.4
|
|
1,713,950
|
|
|
IRSU
|
|
12/18/2013
|
12.9
|
|
116,050
|
|
James G. Mackey
|
DSU
|
|
—
|
231.3
|
|
2,081,456
|
|
|
IRSU
|
|
—
|
—
|
|
—
|
|
(a)
|
For all NEOs, DSU awards were granted ratably for each pay period at one rate for the first 6 months of the year and at a different rate for the remaining 6 months of the year as noted in table below.
|
|
Name
|
Awards made: January 1, 2013 - June 30, 2013 (c)
|
|
Awards made:
July 1, 2013 - December 31, 2013 (c)
|
|
Total 2013
(
$
) (c)
|
|
Michael A. Carpenter
|
527.8
|
|
475.0
|
|
9,025,000
|
|
Jeffrey J. Brown
|
211.0
|
|
186.6
|
|
3,577,997
|
|
Barbara Yastine
|
254.9
|
|
226.0
|
|
4,327,989
|
|
William Muir
|
188.9
|
|
166.7
|
|
3,200,450
|
|
William Solomon
|
101.7
|
|
88.8
|
|
1,713,950
|
|
James G. Mackey
|
136.1
|
|
95.2
|
|
2,081,456
|
|
(b)
|
The award grants are expressed as phantom shares of Ally.
|
|
(c)
|
The grant date fair value amounts shown do not reflect realized cash compensation by the NEOs. For a further discussion of the valuation, see footnote (a) in the Outstanding Equity Awards at 2013 Fiscal Year End - Stock Awards section below.
|
|
Name
|
Grant
date
|
|
Number of
shares or units
of stock that have
not vested
(#)
(a) (b)
|
|
Market value
of shares or
units of stock
that have
not vested
($)
(a)
|
||
|
Michael A. Carpenter
|
12/19/2011
|
|
62.5
|
|
|
562,613
|
|
|
|
12/18/2013
|
|
52.8
|
|
|
475,000
|
|
|
Jeffrey J. Brown
|
12/18/2013
|
|
24.4
|
|
|
219,895
|
|
|
Barbara Yastine
|
12/18/2013
|
|
28.8
|
|
|
259,368
|
|
|
William Muir
|
12/18/2013
|
|
22.2
|
|
|
199,550
|
|
|
William Solomon
|
12/18/2013
|
|
12.9
|
|
|
116,050
|
|
|
James G. Mackey
|
12/18/2013
|
|
—
|
|
|
—
|
|
|
(a)
|
Amounts shown represent Ally IRSU awards granted to named executives that have not vested. Each award represents one phantom share of Ally. The fair market value for the phantom shares is determined by the Board at least annually, as required by the Ally Financial Long-Term Equity Compensation Incentive Plan. The fair market value for each phantom share at December 31, 2013 was determined to be $9,000. During 2013, Sandler O'Neill & Partners, L.P. (Sandler O'Neill), an independent investment banking firm, was engaged to provide certain valuation analyses regarding the fair market value of the Company's common equity securities. The valuation amounts as of December 31, 2013 were determined based on the analyses provided by Sandler O'Neill. The analyses considered, among other things, the stock price performance, on an indexed basis, of publicly traded common stock issued by comparative companies selected by Sandler O'Neill and considered Ally’s common stock as if it were freely tradable in the public markets when determining the fair market value of Ally’s common equity securities.
|
|
(b)
|
Mr. Carpenter’s 62.5 shares represent one-third of his 2011 award. All other NEO's 2011 awards fully vested in 2013 as a result of the Special Master's Supplemental Determination Letter dated June 8, 2012. No 2012 IRSU awards were granted to the NEOs. For 2013, all NEOs receive the same vesting: two-thirds after two years and one-third after the third year. Even if vested, as required by the Interim Final Rule, IRSU awards may be paid only in 25% installments (at their then value) as Ally repays its TARP obligations in 25% increments, and will otherwise be forfeited. The table below represents the amount of the unpaid increments still owed to the NEOs for the IRSU shares that have vested.
|
|
Name
|
Number of shares or units of stock that have vested and are unpaid (
#
)
|
|
Market value of shares or units of stock that have vested and are
unpaid (
$
) (c)
|
|
Michael A. Carpenter
|
91.9
|
|
827,010
|
|
Jeffrey J. Brown
|
127.8
|
|
1,149,705
|
|
Barbara Yastine
|
70.0
|
|
630,315
|
|
William Muir
|
105.0
|
|
945,293
|
|
William Solomon
|
51.6
|
|
464,199
|
|
James G. Mackey
|
43.2
|
|
388,947
|
|
(c)
|
Amounts shown represent the fair market value of shares or units of stock that have vested and are unpaid. The fair market value of these shares or units were determined as described in footnote (a) above.
|
|
Name
|
Number of shares
acquired on vesting
(#) (a) (b)
|
|
Value realized
on vesting (
$
) (b)
|
||
|
Michael A. Carpenter
|
367.6
|
|
|
3,308,040
|
|
|
Jeffrey J. Brown
|
174.2
|
|
|
1,567,888
|
|
|
Barbara Yastine
|
216.1
|
|
|
1,945,259
|
|
|
William Muir
|
152.0
|
|
|
1,367,730
|
|
|
William Solomon
|
49.1
|
|
|
441,563
|
|
|
James G. Mackey
|
—
|
|
|
—
|
|
|
(a)
|
Amounts shown include the 2013 vesting of the continued service portion of Mr. Carpenter’s 2010 IRSU grants and two-thirds of his 2011 IRSU grant. For the other NEOs, amounts shown include the 2013 vesting of the continued service portion of their 2011 IRSU grants. The 2011 IRSU vesting was modified in 2012 as a result of the Special Master Supplemental letter dated June 8, 2012. Except for Mr. Carpenter, these awards vested after two years of service from the grant date. Even if vested, as required by the Interim Final Rule, these awards may be paid only in 25% installments as Ally repays its TARP obligations in 25% increments (at their then value), and will otherwise be forfeited.
|
|
(b)
|
The value shown as “realized” for the vested shares is their fair market value as of the vesting date. For purposes of the limitation on payment of IRSUs, the table below provides 75% of the realized value that was paid in 2013 for the vested shares above and an additional 50% payment for vested awards from prior years as was also permissible in 2013 due to Ally’s additional repayment of TARP obligations.
|
|
Name
|
Realized value: 75% of 2013 ($)
|
|
Realized value: 50% of Prior Years ($)
|
|
|
Michael A. Carpenter
|
2,481,030
|
|
|
1,523,576
|
|
Jeffrey J. Brown
|
1,175,916
|
|
|
1,515,467
|
|
Barbara Yastine
|
1,458,944
|
|
|
288,000
|
|
William Muir
|
1,025,798
|
|
|
1,206,721
|
|
William Solomon
|
331,172
|
|
|
707,617
|
|
James G. Mackey
|
—
|
|
|
777,894
|
|
Nonqualified deferred compensation
|
||||||||||||||||
|
Name
|
Plan name
|
|
Executive
contributions
in last FY
($)
|
|
Registrant
contributions
in last FY
($)
|
|
Aggregate
earnings
in last FY
($)
|
|
Aggregate
withdrawals/
distributions
($)
|
|
Aggregate
balance
at last FYE
($)
|
|||||
|
Michael A. Carpenter
|
DSUs (a) (b)
|
|
—
|
|
|
9,025,000
|
|
|
—
|
|
|
7,884,532
|
|
|
21,000,201
|
|
|
Jeffrey J. Brown
|
Nonqualified Benefit
Equalization Plan (c)
|
|
—
|
|
|
—
|
|
|
3,449
|
|
|
—
|
|
|
30,862
|
|
|
|
DSUs (a) (b)
|
|
—
|
|
|
3,577,997
|
|
|
—
|
|
|
4,454,634
|
|
|
4,245,357
|
|
|
Barbara Yastine
|
DSUs (a) (b)
|
|
—
|
|
|
4,327,989
|
|
|
—
|
|
|
5,325,829
|
|
|
5,110,081
|
|
|
William Muir
|
Nonqualified Benefit
Equalization Plan (c)
|
|
—
|
|
|
—
|
|
|
39,079
|
|
|
—
|
|
|
253,075
|
|
|
|
DSUs (a) (b)
|
|
—
|
|
|
3,200,450
|
|
|
—
|
|
|
3,695,851
|
|
|
3,746,565
|
|
|
William Solomon
|
Nonqualified Benefit
Equalization Plan (c)
|
|
—
|
|
|
—
|
|
|
28,973
|
|
|
—
|
|
|
131,395
|
|
|
|
DSUs (a) (b)
|
|
—
|
|
|
1,713,950
|
|
|
—
|
|
|
1,929,850
|
|
|
1,965,598
|
|
|
James G. Mackey
|
DSUs (a) (b)
|
|
—
|
|
|
2,081,456
|
|
|
—
|
|
|
2,540,826
|
|
|
2,546,672
|
|
|
(a)
|
In 2009, we included DSU awards, which vested at grant date, within the Options Exercised and Shares Vested in 2009 table. Starting in 2010 and continuing in 2013, we have included the DSU award information in the
Nonqualified Deferred Compensation in 2013
table to more accurately reflect the form of the awards.
|
|
(b)
|
The NEOs had outstanding DSU award values at December 31, 2012, of $19,859,733 for Mr. Carpenter, $5,121,993 for Mr. Brown, $6,107,921 for Ms. Yastine, $4,241,966 for Mr. Muir, $2,181,498 for Mr. Solomon, and $3,006,041 for Mr. Mackey.
|
|
(c)
|
Ally maintains a nonqualified benefit equalization plan for highly-compensated employees, including the NEOs. This plan is a nonqualified savings plan designed to allow for the equalization of benefits for highly compensated employees under the Ally 401(k) Program when such employees' contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of the Employee Retirement Income Security Act of 1974, as amended, and Section 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended. This plan is maintained as an unfunded plan and all expenses for administration of the plan and payment of amounts to participants are borne by Ally. Each participant is credited with earnings based on a set of investment options selected by the participant similar to 401(k) investment option to all employees. Pursuant to the Special Master's Determination Letter dated October 22, 2009, contributions to this plan were suspended. Therefore, the amounts shown reflect contributions made by the Company prior to receipt of the Determination Letter.
|
|
•
|
Stock Options
. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. Generally, the per share exercise price of a stock option will be determined by the Committee but may not be less than the closing price of a share of our common stock on the grant date. The Committee will determine the date after which each stock option may be exercised and the expiration date of each option; however, no stock option will be exercisable more than ten years from the grant date unless, in the case of non-incentive stock options, the option would otherwise expire during a period during which trading in our common stock is prohibited as a matter of law or company policy, in which case such option will expire 30 days after the end of such prohibition. Stock options that are intended to qualify as incentive stock options must meet the requirements of Section 422 of the Code.
|
|
•
|
Stock Appreciation Rights
. A stock appreciation right is a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share of our common stock from the grant date. Any stock appreciation right will be granted subject to the same terms and conditions as apply to stock options, as described above.
|
|
•
|
Restricted Stock
. Restricted stock is an award of shares of our common stock that are subject to restrictions on transfer and a substantial risk of forfeiture.
|
|
•
|
Restricted Stock Units
. Restricted stock units represent a contractual right to receive the value of a share of our common stock at a future date, subject to specified vesting and other restrictions.
|
|
•
|
Performance Awards
. Performance awards, which may be denominated in cash or shares, will be earned upon the satisfaction of performance conditions specified by the Committee, which has authority to specify that any other award granted under the 2014 Incentive Plan will constitute a performance award by conditioning the exercisability or settlement of the award upon the satisfaction of performance conditions. The performance conditions with respect to awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code will be limited to overhead costs, general and administration expense, market price of our common stock, cash flow, reserve value, net asset value, earnings, net income, operating income, cash from operations, revenue growth, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), net capital employed, return on assets, stockholder return, reserve replacement, return on equity, return on capital employed, production, assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified goals relating to acquisitions or divestitures, as consistently applied by us where applicable. These performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices. The amount of any performance awards denominated in cash that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code that may be earned in any calendar year may not exceed $10,000,000.
|
|
•
|
Other Stock-Based Awards
. The Committee is authorized to grant other stock-based awards, which may be denominated in our common shares or factors that may influence the value of our common shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, awards with value and payment contingent upon our performance or business units or any other factors designated by the Committee, including grants of our unrestricted common shares in settlement of awards granted under our 2014 Executive Performance Plan or any successor thereto.
|
|
2013 Director Compensation Table
|
||
|
|
|
|
|
Director name
|
Fees earned or paid in cash
($)
(a) (b) (c)
|
|
|
Robert T. Blakely
|
338,000
|
|
|
Mayree C. Clark
|
322,000
|
|
|
John D. Durrett
|
109,481
|
|
|
Kim S. Fennebresque
|
296,000
|
|
|
Franklin W. Hobbs
|
518,000
|
|
|
Marjorie Magner
|
275,864
|
|
|
John J. Stack
|
163,286
|
|
|
Henry S. Miller
|
238,000
|
|
|
Gerald Greenwald
|
234,042
|
|
|
Brian MacDonald
|
153,755
|
|
|
Mathew Pendo
|
178,111
|
|
|
(a)
|
The retainer and fees for our non-employee directors were prorated based on when each director served on the Board and their respective committees.
|
|
(b)
|
As noted above, the non-employee directors' cash retainer and fees consist of the components in the table below.
|
|
(c)
|
John D. Durrett and John J. Stack also received a cash settlement of outstanding equity awards, made in prior years, equal to $113,585 and $135,419, respectively, upon the departure as directors of Ally.
|
|
Director Name
|
Annual cash retainer (
$
)
|
Committee chair or
member/chair of
Board fees (
$
)
|
Ally Bank Board fees (
$
)
|
Additional
meeting fees (
$
)
|
||||
|
Robert T. Blakely
|
200,000
|
|
90,000
|
|
—
|
|
48,000
|
|
|
Mayree C. Clark
|
200,000
|
|
90,000
|
|
—
|
|
32,000
|
|
|
John D. Durrett
|
81,233
|
|
16,248
|
|
—
|
|
12,000
|
|
|
Kim S. Fennebresque
|
200,000
|
|
70,000
|
|
—
|
|
26,000
|
|
|
Franklin W. Hobbs
|
200,000
|
|
290,000
|
|
—
|
|
28,000
|
|
|
Marjorie Magner
|
200,000
|
|
49,864
|
|
—
|
|
26,000
|
|
|
John J. Stack
|
63,699
|
|
35,035
|
|
52,552
|
|
12,000
|
|
|
Henry S. Miller
|
200,000
|
|
20,000
|
|
—
|
|
18,000
|
|
|
Gerald Greenwald
|
200,000
|
|
20,042
|
|
—
|
|
14,000
|
|
|
Brian Macdonald
|
117,535
|
|
10,220
|
|
—
|
|
26,000
|
|
|
Mathew Pendo
|
136,713
|
|
13,398
|
|
—
|
|
28,000
|
|
|
Name
|
Number of DSUs (#)
|
|
|
Robert T. Blakely
|
15.0
|
|
|
Mayree C. Clark
|
15.0
|
|
|
Kim S. Fennebresque
|
15.0
|
|
|
Franklin W. Hobbs
|
32.1
|
|
|
Marjorie Magner
|
15.0
|
|
|
Name and address of beneficial owner
|
Amount and nature
of beneficial
ownership (a)
|
|
Percent
of class
|
||
|
U.S. Department of Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
|
571,971
|
|
|
37.0
|
%
|
|
Third Point Loan LLC
390 Park Avenue, 18th Floor
New York, NY 10022
|
147,191
|
|
|
9.5
|
%
|
|
Persons affiliated with Cerberus Capital Management, L.P.
c/o Cerberus Capital Management, L.P.
875 Third Avenue
New York, New York 10022
|
133,924
|
|
|
8.7
|
%
|
|
(a)
|
All ownership is direct.
|
|
•
|
We provide wholesale and term-loan financing to dealerships that are either wholly owned by GM or in which GM has a controlling interest. The majority of these dealerships are located in the United States. At
December 31, 2013
, finance receivables and loans to dealerships owned or majority-owned by GM totaled $136 million.
|
|
•
|
We provided operating leases to GM-affiliated entities for buildings during
2013
, and the income statement effect of lease revenues was $2 million during the year ended
December 31, 2013
.
|
|
•
|
We have other lease arrangements whereby we lease facilities to GM whereby we have advanced $1 million. There was not an income statement effect for leasing revenues under these arrangements for the year ended
December 31, 2013
.
|
|
•
|
We provide insurance to GM for certain vehicle service contracts. We have recognized insurance premiums for that coverage of $77 million for the year ended
December 31, 2013
.
|
|
•
|
GM may elect to sponsor financing incentive programs for wholesale dealer financing, which is known as wholesale subvention. The income statement effect of wholesale subvention and service fees was $63 million for the year ended
December 31, 2013
.
|
|
•
|
We provide certain other services to GM for which they reimburse us. The income statement effect for these services was $17 million for the year ended December 31, 2013. The corresponding accounts receivable balance was $2 million at
December 31, 2013
.
|
|
•
|
GM may elect to sponsor incentive programs (on both retail contracts and leases) by supporting financing rates below standard rates at which we purchase retail contracts. In addition, under residual support programs, GM may upwardly adjust residual values above the standard lease rates. The subvention related receivables were $119 million at
December 31, 2013
.
|
|
•
|
GM provides lease residual value support as a marketing incentive to encourage consumers to lease vehicles. Examples of incentives include rate support and residual support in the form of an upfront cash payment to Ally, which reduces our base in the operating lease asset, thus requiring less depreciation expense over the life of the lease. The income from GM for residual support was $15 million for the year ended
December 31, 2013
.
|
|
•
|
GM provides financing rates below standard rates at which we purchase contracts (rate support). The revenue from GM for rate support was $513 million for the year ended
December 31, 2013
.
|
|
•
|
GM occasionally provides payment guarantees on certain commercial and dealer loans and receivables Ally has outstanding. The amount of commercial and dealer loans and receivables covered by a GM guarantee was $45 million at
December 31, 2013
.
|
|
•
|
GM provides us certain other services and facilities services for which we reimburse them. The income statement effect for these services was $91 million for the year ended
December 31, 2013
.
|
|
•
|
We have accounts payable to GM that include wholesale settlement payments to GM and notes payable. The balance outstanding for accounts payable was $55 million for the year ended
December 31, 2013
.
|
|
December 31,
($ in millions)
|
2013
|
2012
|
||||
|
Audit fees (a)
|
$
|
14
|
|
$
|
20
|
|
|
Audit-related fees (b)
|
6
|
|
5
|
|
||
|
Tax fees (c)
|
—
|
|
—
|
|
||
|
Total principal accountant fees
|
$
|
20
|
|
$
|
25
|
|
|
(a)
|
Audit fees include fees for the integrated audit of our annual
Consolidated Financial Statements
, reviews of interim financial statements included in our Quarterly Reports on Form 10-Q, and audit services in connection with statutory and regulatory filings. In addition, this category includes approximately $1 million in both
2013
and
2012
, pertaining to services such as comfort letters for securities issuances and consents to the incorporation of audit reports in filings with SEC.
|
|
(b)
|
Audit-related fees include fees for assurance and related services that are traditionally performed by the principal accountant, including attest services related to servicing and compliance, agreed-upon procedures relating to securitizations and financial asset sales, internal control reviews, consultation concerning financial accounting and reporting standards, audits in connection with acquisitions and divestitures, employee benefit plan audits, and audits of actuarial estimates.
|
|
(c)
|
Includes negligible amount of tax fees for services performed for tax compliance, tax planning, and tax advice, including preparation of tax returns and claims for refund, and tax payment-planning services. Tax planning and advice also include assistance with tax audits and appeals and tax advice related to specific transactions.
|
|
Exhibit
|
Description
|
|
Method of Filing
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Ally Financial Inc., dated as of November 20, 2013
|
|
Filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated as of November 20, 2013 (File No. 1-3754), incorporated herein by reference.
|
|
3.2
|
Amendment to the Amended and Restated Certificate of Incorporation of Ally Financial Inc., dated as of January 10, 2014
|
|
Filed as Exhibit 3.1 to the Company's Current Report of Form 8-K dated as of January 13, 2014, (File No. 1-3754), incorporated herein by reference.
|
|
3.3
|
Bylaws of Ally Financial Inc., dated as of November 20, 2013
|
|
Filed as Exhibit 3.3 to the Company's Current Report on Form 8-K dated as of November 20, 2013, (File No. 1-3754), incorporated herein by reference.
|
|
3.4
|
Amendment to Bylaws of Ally Financial Inc., dated as of January 10, 2014
|
|
Filed as Exhibit 3.2 to the Company's Current Report of Form 8-K dated as of January 13, 2014, (File No. 1-3754), incorporated herein by reference.
|
|
4.1
|
Form of Indenture dated as of July 1, 1982, between the Company and Bank of New York (Successor Trustee to Morgan Guaranty Trust Company of New York), relating to Debt Securities
|
|
Filed as Exhibit 4(a) to the Company's Registration Statement No. 2-75115, incorporated herein by reference.
|
|
4.1.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(g) to the Company's Registration Statement No. 33-4653, incorporated herein by reference.
|
|
4.1.2
|
Form of Second Supplemental Indenture dated as of June 15, 1987, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(h) to the Company's Registration Statement No. 33-15236, incorporated herein by reference.
|
|
4.1.3
|
Form of Third Supplemental Indenture dated as of September 30, 1996, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(i) to the Company's Registration Statement No. 333-33183, incorporated herein by reference.
|
|
4.1.4
|
Form of Fourth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(j) to the Company's Registration Statement No. 333-48705, incorporated herein by reference.
|
|
4.1.5
|
Form of Fifth Supplemental Indenture dated as of September 30, 1998, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(k) to the Company's Registration Statement No. 333-75463, incorporated herein by reference.
|
|
4.2
|
Form of Indenture dated as of September 24, 1996, between the Company and The Chase Manhattan Bank, Trustee, relating to SmartNotes
|
|
Filed as Exhibit 4 to the Company's Registration Statement No. 333-12023, incorporated herein by reference.
|
|
4.2.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as Exhibit 4(a)(1) to the Company's Registration Statement No. 333-48207, incorporated herein by reference.
|
|
4.2.2
|
Form of Second Supplemental Indenture dated as of June 20, 2006, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as Exhibit 4(a)(2) to the Company's Registration Statement No. 33-136021, incorporated herein by reference.
|
|
4.3
|
Form of Indenture dated as of October 15, 1985, between the Company and U.S. Bank Trust (Successor Trustee to Comerica Bank), relating to Demand Notes
|
|
Filed as Exhibit 4 to the Company's Registration Statement No. 2-99057, incorporated herein by reference.
|
|
4.3.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(a) to the Company's Registration Statement No. 33-4661, incorporated herein by reference.
|
|
4.3.2
|
Form of Second Supplemental Indenture dated as of June 24, 1986, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(b) to the Company's Registration Statement No. 33-6717, incorporated herein by reference.
|
|
4.3.3
|
Form of Third Supplemental Indenture dated as of February 15, 1987, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(c) to the Company's Registration Statement No. 33-12059, incorporated herein by reference.
|
|
4.3.4
|
Form of Fourth Supplemental Indenture dated as of December 1, 1988, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(d) to the Company's Registration Statement No. 33-26057, incorporated herein by reference.
|
|
Exhibit
|
Description
|
|
Method of Filing
|
|
4.3.5
|
Form of Fifth Supplemental Indenture dated as of October 2, 1989, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(e) to the Company's Registration Statement No. 33-31596, incorporated herein by reference.
|
|
4.3.6
|
Form of Sixth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(f) to the Company's Registration Statement No. 333-56431, incorporated herein by reference.
|
|
4.3.7
|
Form of Seventh Supplemental Indenture dated as of June 15, 1998, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(g) to the Company's Registration Statement No. 333-56431, incorporated herein by reference.
|
|
4.4
|
Form of Indenture dated as of December 1, 1993, between the Company and Citibank, N.A., Trustee, relating to Medium Term Notes
|
|
Filed as Exhibit 4 to the Company's Registration Statement No. 33-51381, incorporated herein by reference.
|
|
4.4.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.4
|
|
Filed as Exhibit 4(a)(1) to the Company's Registration Statement No. 333-59551, incorporated herein by reference.
|
|
4.5
|
Indenture, dated as of December 31, 2008, between the Company and The Bank of New York Mellon, Trustee
|
|
Filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated as of January 2, 2009, (File No. 1-3754), incorporated herein by reference.
|
|
4.6
|
Amended and Restated Indenture, dated March 1, 2011, between the Company and The Bank of New York Mellon, Trustee
|
|
Filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754), incorporated herein by reference.
|
|
4.7
|
Form of Guarantee Agreement related to Ally Financial Inc. Senior Unsecured Guaranteed Notes
|
|
Filed as Exhibit 4.10 to the Company's Registration Statement No. 333-193070, incorporated herein by reference.
|
|
4.8
|
Form of Fixed Rate Senior Unsecured Note
|
|
Filed as Exhibit 4.8 to the Company's Registration Statement No. 333-193070, incorporated herein by reference.
|
|
4.9
|
Form of Floating Rate Senior Unsecured Note
|
|
Filed as Exhibit 4.9 to the Company's Registration Statement No. 333-193070, incorporated herein by reference.
|
|
4.10
|
Form of Subordinated Indenture to be entered into between the Company and The Bank of New York Mellon, as Trustee
|
|
Filed as Exhibit 4.11 to the Company's Registration Statement No. 333-193070, incorporated herein by reference.
|
|
4.11
|
Form of Subordinated Note
|
|
Included in Exhibit 4.10.
|
|
4.12
|
Second Amended and Restated Declaration of Trust by and between the trustees of each series of GMAC Capital Trust I, Ally Financial Inc., as Sponsor, and by the holders, from time to time, of undivided beneficial interests in the relevant series of GMAC Capital Trust I, dated as of March 1, 2011
|
|
Filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754), incorporated herein by reference.
|
|
4.13
|
Series 2 Trust Preferred Securities Guarantee Agreement between Ally Financial Inc. and The Bank of New York Mellon, dated as of March 1, 2011
|
|
Filed as Exhibit 4.3 to the Company's Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754), incorporated herein by reference.
|
|
10
|
Letter Agreement, dated as of May 21, 2009, between GMAC Inc. and the United States Department of the Treasury (which includes the Securities Purchase Agreement — Standard Terms attached thereto, with respect to the issuance and sale of the Convertible Preferred Membership Interests and the Warrant)
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of May 22, 2009 (File No. 1-3754), incorporated herein by reference.
|
|
10.1
|
Securities Purchase and Exchange Agreement, dated as of December 30, 2009, between GMAC Inc. and the United States Department of the Treasury*
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of December 30, 2009, (File No. 1-3754), incorporated herein by reference.
|
|
10.2
|
Master Transaction Agreement, dated May 21, 2009, between GMAC Inc., Chrysler LLC, U.S. Dealer Automotive Receivables Transition LLC and the United States Department of the Treasury
|
|
Filed as Exhibit 10.3 to the Company's Quarterly Report for the period ended June 30, 2009, on Form 10-Q (File No. 1-3754), incorporated herein by reference.
|
|
10.3
|
Amended and Restated United States Consumer Financing Services Agreement, dated May 22, 2009, between GMAC Inc. and General Motors Corporation*
|
|
Filed as Exhibit 10.4 to the Company's Quarterly Report for the period ended June 30, 2009, on Form 10-Q/A (File No. 1-3754), incorporated herein by reference.
|
|
Exhibit
|
Description
|
|
Method of Filing
|
|
10.4
|
Amended and Restated Master Services Agreement, dated May 22, 2009, between GMAC Inc. and General Motors Corporation*
|
|
Filed as Exhibit 10.5 to the Company's Quarterly Report for the period ended June 30, 2009, on Form 10-Q/A (File No. 1-3754), incorporated herein by reference.
|
|
10.5
|
Auto Finance Operating Agreement, entered into on August 6, 2010, between Ally Financial Inc. and Chrysler Group LLC*
|
|
Filed as Exhibit 10.1 to the Company's Quarterly Report for the period ended September 30, 2010, on Form 10-Q/A (File No. 1-3754), incorporated herein by reference.
|
|
10.6
|
Intellectual Property License Agreement, dated November 30, 2006, by and between General Motors Corporation and GMAC LLC
|
|
Filed as Exhibit 10.1 to the Company's Quarterly Report for the period ended March 31, 2007, on Form 10-Q (File No. 1-3754), incorporated herein by reference.
|
|
10.7
|
Capital and Liquidity Maintenance Agreement, entered into on October 29, 2010, between Ally Financial Inc., IB Finance Holding Company, LLC, Ally Bank and the Federal Deposit Insurance Corporation
|
|
Filed as Exhibit 10.2 to the Company's Quarterly Report for the period ended September 30, 2010, on Form 10-Q (File No. 1-3754), incorporated herein by reference.
|
|
10.8
|
Settlement agreement, dated December 23, 2010, by and between GMAC Mortgage, LLC, Residential Capital, LLC, Residential Funding Securities, LLC, Residential Asset Mortgage Products, Inc., Residential Funding Company LLC, Residential Funding Mortgage Securities I, Inc., Residential Accredit Loans, Inc., Homecomings Financial LLC, and the Federal National Mortgage Association*
|
|
Filed as Exhibit 10.9 to the Company's Annual Report for the period ended December 31, 2010, on Form 10-K/A (File No. 1-3754), incorporated herein by reference.
|
|
10.9
|
Ally Financial Inc. Long-Term Equity Compensation Incentive Plan, as amended
|
|
Filed herewith.
|
|
10.10
|
Ally Financial Inc. Severance Plan, Plan Document and Summary Plan Description, as amended
|
|
Filed as Exhibit 10.11 to the Company's Annual Report for the period ended December 31, 2012, on Form 10-K (File No. 1-3754), incorporated herein by reference.
|
|
10.11
|
Form of Award Agreement related to the issuance of Deferred Stock Units
|
|
Filed herewith.
|
|
10.12
|
Form of Award Agreement related to the issuance of Restricted Stock Units
|
|
Filed herewith.
|
|
10.13
|
Deferred Stock Unit Award Agreement for Michael A. Carpenter, dated May 10, 2013
|
|
Filed herewith.
|
|
10.14
|
Award Agreement under the Ally Long-Term Equity Compensation Incentive Plan for Michael A. Carpenter, dated December 18, 2013
|
|
Filed herewith.
|
|
10.15
|
Deferred Stock Unit Award Agreement for Jeffrey J. Brown, dated May 10, 2013
|
|
Filed herewith.
|
|
10.16
|
Award Agreement under the Ally Long-Term Equity Compensation Incentive Plan for Jeffrey J. Brown, dated December 18, 2013
|
|
Filed herewith.
|
|
10.17
|
Deferred Stock Unit Award Agreement for Barbara A. Yastine, dated May 10, 2013
|
|
Filed herewith.
|
|
10.18
|
Award Agreement under the Ally Long-Term Equity Compensation Incentive Plan for Barbara A. Yastine, dated December 18, 2013
|
|
Filed herewith.
|
|
10.19
|
Deferred Stock Unit Award Agreement for William F. Muir, dated May 10, 2013
|
|
Filed herewith.
|
|
10.20
|
Award Agreement under the Ally Long-Term Equity Compensation Incentive Plan for William F. Muir, dated December 18, 2013
|
|
Filed herewith.
|
|
10.21
|
Deferred Stock Unit Award Agreement for James G. Mackey, dated May 10, 2013
|
|
Filed herewith.
|
|
10.22
|
Award Agreement under the Ally Long-Term Equity Compensation Incentive Plan for William Solomon, dated December 18, 2013
|
|
Filed herewith.
|
|
10.23
|
Partial Release of Liability Agreement, dated March 17, 2010, by and among Federal Home Loan Mortgage Corporation, GMAC Mortgage, LLC and Residential Funding Company, LLC
|
|
Filed as Exhibit 10.26 to the Company's Annual Report for the period ended December 31, 2011, on Form 10-K (File No. 1-3754), incorporated herein by reference.
|
|
10.24
|
Purchase and Sale Agreement, by and between Ally Financial Inc. and Royal Bank of Canada, dated October 23, 2012
|
|
Filed as Exhibit 10.20 to the Company's Annual Report for the period ended December 31, 2012, on Form 10-K (File No. 1-3754), incorporated herein by reference.
|
|
Exhibit
|
Description
|
|
Method of Filing
|
|
10.25
|
Amended and Restated Purchase and Sale Agreement, by and among Ally Financial Inc., General Motors Financial Company, Inc., and General Motors Company, dated November 21, 2012, as amended and restated as of February 22, 2013
|
|
Filed as Exhibit 10.21 to the Company's Annual Report for the period ended December 31, 2012, on Form 10-K (File No. 1-3754), incorporated herein by reference.
|
|
10.26
|
Share Transfer Agreement, by and between Ally Financial Inc. and General Motors Financial Company, Inc., dated November 21, 2012
|
|
Filed as Exhibit 10.22 to the Company's Annual Report for the period ended December 31, 2012, on Form 10-K (File No. 1-3754), incorporated herein by reference.
|
|
10.27
|
Consent Judgment, dated March 12, 2012
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of March 12, 2012 (File No. 1-3754), incorporated herein by reference.
|
|
10.27
|
Plan Support Agreement
|
|
Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated as of August 2, 2013 (File No. 1-3754) incorporated herein by reference.
|
|
10.28
|
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.
|
|
10.29
|
Agreement in Respect of Securities Repurchase and Share Adjustment Provision By and Between the United States Department of the Treasury and Ally Financial Inc. dated as of August 19, 2013
|
|
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.
|
|
10.30
|
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.
|
|
10.31
|
Stockholders Agreement among Ally Financial Inc., FIM Holdings LLC and United States Department of the Treasury dated as of August 19, 2013
|
|
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.
|
|
10.32
|
Form of Investment No. 1 to Investment Agreement
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of November 15, 2013 (File No. 1-3754) incorporated herein by reference.
|
|
10.33
|
Tax Asset Protection Plan dated as of January 10, 2014 between Ally Financial Inc. and Computershare Trust Company, N.A., as Rights Agent
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of January 13, 2014 (File No. 1-3754) incorporated herein by reference
|
|
10.34
|
Consent Order, dated December 23, 2013 (Department of Justice)
|
|
Filed herewith.
|
|
10.35
|
Consent Order, dated December 19, 2013 (Consumer Financial Protection Bureau)
|
|
Filed herewith.
|
|
10.36
|
Stipulation and Consent to the Issuance of a Consent Order, dated December 19, 2013 (Consumer Financial Protection Bureau)
|
|
Filed herewith.
|
|
12
|
Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
21
|
Ally Financial Inc. Subsidiaries as of December 31, 2013
|
|
Filed herewith.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith.
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith.
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith.
|
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
Filed herewith.
|
|
99
|
Certification of Principal Executive Officer and Principal Financial Officer, as required pursuant to the TARP Standards for Compensation and Corporate Governance; 31 CFR Part 30, Section 30.15
|
|
Filed herewith.
|
|
101
|
Interactive Data File
|
|
Filed herewith.
|
|
*
|
Certain confidential portions have been omitted pursuant to a confidential treatment request which has been separately filed with the Securities and Exchange Commission.
|
||
|
|
Ally Financial Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
/S/ MICHAEL A. CARPENTER
|
|
|
Michael A. Carpenter
|
|
|
Chief Executive Officer
|
|
/S/ MICHAEL A. CARPENTER
|
|
/S/ JEFFREY J. BROWN
|
|
Michael A. Carpenter
|
|
Jeffrey J. Brown
|
|
Chief Executive Officer
|
|
Senior Executive Vice President of Finance and Corporate Planning
|
|
|
|
|
|
/S/ DAVID J. DEBRUNNER
|
|
|
|
David J. DeBrunner
|
|
|
|
Vice President, Chief Accounting Officer, and
Corporate Controller
|
|
|
|
/
S
/ F
RANKLIN
W. H
OBBS
|
|
|
Franklin W. Hobbs
Ally Chairman
|
|
|
|
|
|
/
S
/ R
OBERT
T. B
LAKELY
|
|
|
Robert T. Blakely
Director
|
|
|
|
|
|
/
S
/ M
ICHAEL
A. C
ARPENTER
|
|
|
Michael A. Carpenter
Chief Executive Officer and Director
|
|
|
|
|
|
/
S
/ M
AYREE
C. C
LARK
|
|
|
Mayree C. Clark
Director
|
|
|
|
|
|
/
S
/ S
TEPHEN
A. F
EINBERG
|
|
|
Stephen A. Feinberg
Director
|
|
|
|
|
|
/
S
/ K
IM
S. F
ENNEBRESQUE
|
|
|
Kim S. Fennebresque
Director
|
|
|
|
|
|
/
S
/ G
ERALD
G
REENWALD
|
|
|
Gerald Greenwald
Director
|
|
|
|
|
|
/S/
B
RIAN
P. M
AC
D
ONALD
|
|
|
Brian P. MacDonald
Director
|
|
|
|
|
|
/
S
/
M
ARJORIE
M
AGNER
|
|
|
Marjorie Magner
Director
|
|
|
|
|
|
/
S
/
H
ENRY
S.
M
ILLER
|
|
|
Henry S. Miller
Director
|
|
|
|
|
|
/
S
/ M
ATHEW
P
ENDO
|
|
|
Mathew Pendo
Director
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|