Ally Financial Inc. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019, or



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-3754

ALLY FINANCIAL INC.

(Exact name of registrant as specified in its charter)



Delaware		38-0572512
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Ally Detroit Center

500 Woodward Ave.

Floor 10, Detroit, Michigan

48226

(Address of principal executive offices)

(Zip Code)

(866) 710-4623

(Registrant’s telephone number, including area code)

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



Title of each class	Trading symbols
Common Stock, par value $0.01 per share	ALLY
8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I	ALLY PRA

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
						Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

At November 1, 2019, the number of shares outstanding of the Registrant’s common stock was 380,068,995 shares.

Table of Contents

INDEX

Ally Financial Inc. • Form 10-Q



		Page
Part I — Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Statement of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2019, and 2018	3
	Condensed Consolidated Balance Sheet (unaudited) at September 30, 2019, and December 31, 2018	5
	Condensed Consolidated Statement of Changes in Equity (unaudited) for the Three and Nine Months Ended September 30, 2019, and 2018	7
	Condensed Consolidated Statement of Cash Flows (unaudited) for the Nine Months Ended September 30, 2019, and 2018	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	10
	Note 1. Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies	10
	Note 2. Revenue from Contracts with Customers	12
	Note 3. Other Income, Net of Losses	14
	Note 4. Reserves for Insurance Losses and Loss Adjustment Expenses	15
	Note 5. Other Operating Expenses	15
	Note 6. Investment Securities	16
	Note 7. Finance Receivables and Loans, Net	20
	Note 8. Leasing	28
	Note 9. Securitizations and Variable Interest Entities	31
	Note 10. Other Assets	34
	Note 11. Deposit Liabilities	34
	Note 12. Debt	35
	Note 13. Accrued Expenses and Other Liabilities	37
	Note 14. Accumulated Other Comprehensive (Loss) Income	38
	Note 15. Earnings per Common Share	41
	Note 16. Regulatory Capital and Other Regulatory Matters	41
	Note 17. Derivative Instruments and Hedging Activities	44
	Note 18. Income Taxes	52
	Note 19. Fair Value	52
	Note 20. Offsetting Assets and Liabilities	59
	Note 21. Segment Information	61
	Note 22. Parent and Guarantor Condensed Consolidating Financial Statements	63
	Note 23. Contingencies and Other Risks	72
	Note 24. Subsequent Events	72
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	73
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	121
Item 4.	Controls and Procedures	122
Part II — Other Information		123
Item 1.	Legal Proceedings	123
Item 1A.	Risk Factors	123
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	123
Item 3.	Defaults Upon Senior Securities	123
Item 4.	Mine Safety Disclosures	123
Item 5.	Other Information	123
Item 6.	Exhibits	124
Signatures		125



Table of Contents		PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statement of Comprehensive Income (unaudited)

Ally Financial Inc. • Form 10-Q



	Three months ended September 30,					Nine months ended September 30,
($ in millions)	2019		2018			2019			2018
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	1,859	$	1,708		$	5,526		$	4,898
Interest on loans held-for-sale	8		4			13			10
Interest and dividends on investment securities and other earning assets	237		198			721			562
Interest on cash and cash equivalents	19		18			63			50
Operating leases	368		368			1,092			1,124
Total financing revenue and other interest income	2,491		2,296			7,415			6,644
Interest expense
Interest on deposits	658		462			1,901			1,212
Interest on short-term borrowings	33		29			114			101
Interest on long-term debt	378		451			1,204			1,296
Total interest expense	1,069		942			3,219			2,609
Net depreciation expense on operating lease assets	234		247			719			785
Net financing revenue and other interest income	1,188		1,107			3,477			3,250
Other revenue
Insurance premiums and service revenue earned	280		258			802			753
Gain on mortgage and automotive loans, net	10		17			22			19
Other gain on investments, net	27		22			174			37
Other income, net of losses	96		101			276			307
Total other revenue	413		398			1,274			1,116
Total net revenue	1,601		1,505			4,751			4,366
Provision for loan losses	263		233			722			652
Noninterest expense
Compensation and benefits expense	296		274			910			872
Insurance losses and loss adjustment expenses	74		77			260			241
Other operating expenses	468		456			1,379			1,347
Total noninterest expense	838		807			2,549			2,460
Income from continuing operations before income tax expense	500		465			1,480			1,254
Income tax expense from continuing operations	119		91			140			280
Net income from continuing operations	381		374			1,340			974
Loss from discontinued operations, net of tax	—		—			(3		)	(1		)
Net income	381		374			1,337			973
Other comprehensive income (loss), net of tax	106		(133		)	721			(531		)
Comprehensive income	$	487	$	241		$	2,058		$	442

Statement continues on the next page.

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

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Condensed Consolidated Statement of Comprehensive Income (unaudited)

Ally Financial Inc. • Form 10-Q



	Three months ended September 30,				Nine months ended September 30,
(in dollars) (a)	2019		2018		2019			2018
Basic earnings per common share
Net income from continuing operations	$	0.98	$	0.89	$	3.37		$	2.27
Loss from discontinued operations, net of tax	—		—		(0.01		)	—
Net income	$	0.97	$	0.89	$	3.36		$	2.26
Diluted earnings per common share
Net income from continuing operations	$	0.97	$	0.88	$	3.35		$	2.25
Loss from discontinued operations, net of tax	—		—		(0.01		)	—
Net income	$	0.97	$	0.88	$	3.35		$	2.25
Cash dividends declared per common share	$	0.17	$	0.15	$	0.51		$	0.41


(a)	Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.

Refer to Note 15 for additional earnings per share information. The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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Condensed Consolidated Balance Sheet (unaudited)

Ally Financial Inc. • Form 10-Q



($ in millions, except share data)	September 30, 2019			December 31, 2018
Assets
Cash and cash equivalents
Noninterest-bearing	$	723		$	810
Interest-bearing	2,894			3,727
Total cash and cash equivalents	3,617			4,537
Equity securities	570			773
Available-for-sale securities (refer to Note 6 for discussion of investment securities pledged as collateral)	29,384			25,303
Held-to-maturity securities (fair value of $2,687 and $2,307)	2,618			2,362
Loans held-for-sale, net	1,000			314
Finance receivables and loans, net
Finance receivables and loans, net of unearned income	128,609			129,926
Allowance for loan losses	(1,277		)	(1,242		)
Total finance receivables and loans, net	127,332			128,684
Investment in operating leases, net	8,653			8,417
Premiums receivable and other insurance assets	2,521			2,326
Other assets	5,790			6,153
Total assets	$	181,485		$	178,869
Liabilities
Deposit liabilities
Noninterest-bearing	$	156		$	142
Interest-bearing	119,074			106,036
Total deposit liabilities	119,230			106,178
Short-term borrowings	5,335			9,987
Long-term debt	35,730			44,193
Interest payable	894			523
Unearned insurance premiums and service revenue	3,246			3,044
Accrued expenses and other liabilities	2,600			1,676
Total liabilities	167,035			165,601
Contingencies (refer to Note 23)
Equity
Common stock and paid-in capital ($0.01 par value, shares authorized 1,100,000,000; issued 496,595,277 and 492,797,409; and outstanding 383,523,357 and 404,899,599)	21,417			21,345
Accumulated deficit	(4,368		)	(5,489		)
Accumulated other comprehensive income (loss)	190			(539		)
Treasury stock, at cost (113,071,920 and 87,897,810 shares)	(2,789		)	(2,049		)
Total equity	14,450			13,268
Total liabilities and equity	$	181,485		$	178,869

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

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Condensed Consolidated Balance Sheet (unaudited)

Ally Financial Inc. • Form 10-Q

The assets of consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and the liabilities of these entities for which creditors (or beneficial interest holders) do not have recourse to our general credit were as follows.



($ in millions)	September 30, 2019			December 31, 2018
Assets
Finance receivables and loans, net
Finance receivables and loans, net of unearned income	$	17,816		$	18,086
Allowance for loan losses	(129		)	(114		)
Total finance receivables and loans, net	17,687			17,972
Investment in operating leases, net	63			164
Other assets	713			767
Total assets	$	18,463		$	18,903
Liabilities
Long-term debt	$	8,906		$	10,482
Accrued expenses and other liabilities	13			12
Total liabilities	$	8,919		$	10,494

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

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Condensed Consolidated Statement of Changes in Equity (unaudited)

Ally Financial Inc. • Form 10-Q



	Three months ended September 30,
($ in millions)	Common stock and paid-in capital		Accumulated deficit			Accumulated other comprehensive (loss) income			Treasury stock			Total equity
Balance at July 1, 2018	$	21,303	$	(6,026	)	$	(648	)	$	(1,490	)	$	13,139
Net income			374									374
Share-based compensation	19											19
Other comprehensive loss						(133		)				(133		)
Common stock repurchases									(250		)	(250		)
Common stock dividends ($0.15 per share)			(64		)							(64		)
Balance at September 30, 2018	$	21,322	$	(5,716	)	$	(781	)	$	(1,740	)	$	13,085
Balance at July 1, 2019	$	21,403	$	(4,682	)	$	84		$	(2,489	)	$	14,316
Net income			381									381
Share-based compensation	14											14
Other comprehensive income						106						106
Common stock repurchases									(300		)	(300		)
Common stock dividends ($0.17 per share)			(67		)							(67		)
Balance at September 30, 2019	$	21,417	$	(4,368	)	$	190		$	(2,789	)	$	14,450



	Nine months ended September 30,
($ in millions)	Common stock and paid-in capital		Accumulated deficit			Accumulated other comprehensive (loss) income			Treasury stock			Total equity
Balance at December 31, 2017	$	21,245	$	(6,406	)	$	(235	)	$	(1,110	)	$	13,494
Cumulative effect of changes in accounting principles, net of tax
Adoption of Accounting Standards Update 2014-09			(126		)							(126		)
Adoption of Accounting Standards Update 2016-01			(20		)	27						7
Adoption of Accounting Standards Update 2018-02			42			(42		)				—
Balance at January 1, 2018	$	21,245	$	(6,510	)	$	(250	)	$	(1,110	)	$	13,375
Net income			973									973
Share-based compensation	77											77
Other comprehensive loss						(531		)				(531		)
Common stock repurchases									(630		)	(630		)
Common stock dividends ($0.41 per share)			(179		)							(179		)
Balance at September 30, 2018	$	21,322	$	(5,716	)	$	(781	)	$	(1,740	)	$	13,085
Balance at December 31, 2018	$	21,345	$	(5,489	)	$	(539	)	$	(2,049	)	$	13,268
Cumulative effect of changes in accounting principles, net of tax (a)
Adoption of Accounting Standards Update 2017-08			(10		)	8						(2		)
Balance at January 1, 2019	$	21,345	$	(5,499	)	$	(531	)	$	(2,049	)	$	13,266
Net income			1,337									1,337
Share-based compensation	72											72
Other comprehensive income						721						721
Common stock repurchases									(740		)	(740		)
Common stock dividends ($0.51 per share)			(206		)							(206		)
Balance at September 30, 2019	$	21,417	$	(4,368	)	$	190		$	(2,789	)	$	14,450


(a)	Refer to the section titled Recently Adopted Accounting Standards in Note 1 for additional information.

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

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Condensed Consolidated Statement of Cash Flows (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, ($ in millions)	2019			2018
Operating activities
Net income	$	1,337		$	973
Reconciliation of net income to net cash provided by operating activities
Depreciation and amortization	1,136			1,280
Provision for loan losses	722			652
Gain on mortgage and automotive loans, net	(22		)	(19		)
Other gain on investments, net	(174		)	(37		)
Originations and purchases of loans held-for-sale	(952		)	(889		)
Proceeds from sales and repayments of loans held-for-sale	788			830
Net change in
Deferred income taxes	86			272
Interest payable	371			338
Other assets	(25		)	(136		)
Other liabilities	(98		)	(9		)
Other, net	(36		)	89
Net cash provided by operating activities	3,133			3,344
Investing activities
Purchases of equity securities	(301		)	(652		)
Proceeds from sales of equity securities	615			715
Purchases of available-for-sale securities	(11,214		)	(5,669		)
Proceeds from sales of available-for-sale securities	5,699			637
Proceeds from repayments of available-for-sale securities	3,246			2,509
Purchases of held-to-maturity securities	(514		)	(436		)
Proceeds from repayments of held-to-maturity securities	195			107
Purchases of finance receivables and loans held-for-investment	(3,322		)	(4,778		)
Proceeds from sales of finance receivables and loans initially held-for-investment	427			53
Originations and repayments of finance receivables and loans held-for-investment and other, net	3,069			(558		)
Purchases of operating lease assets	(2,937		)	(2,991		)
Disposals of operating lease assets	2,016			2,461
Net change in nonmarketable equity investments	179			(3		)
Other, net	(306		)	(241		)
Net cash used in investing activities	(3,148		)	(8,846		)

Statement continues on the next page.

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

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Condensed Consolidated Statement of Cash Flows (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, ($ in millions)	2019			2018
Financing activities
Net change in short-term borrowings	(4,652		)	(4,074		)
Net increase in deposits	13,032			8,063
Proceeds from issuance of long-term debt	5,438			14,756
Repayments of long-term debt	(14,114		)	(12,994		)
Repurchase of common stock	(740		)	(630		)
Dividends paid	(206		)	(179		)
Net cash (used in) provided by financing activities	(1,242		)	4,942
Effect of exchange-rate changes on cash and cash equivalents and restricted cash	2			(2		)
Net decrease in cash and cash equivalents and restricted cash	(1,255		)	(562		)
Cash and cash equivalents and restricted cash at beginning of year	5,626			5,269
Cash and cash equivalents and restricted cash at September 30,	$	4,371		$	4,707
Supplemental disclosures
Cash paid for
Interest	$	2,781		$	2,242
Income taxes	31			21
Noncash items
Held-to-maturity securities received in consideration for loans sold	—			26
Loans held-for-sale transferred to finance receivables and loans held-for-investment	125			—
Finance receivables and loans held-for-investment transferred to loans held-for-sale	964			815

The following table provides a reconciliation of cash and cash equivalents and restricted cash from the Condensed Consolidated Balance Sheet to the Condensed Consolidated Statement of Cash Flows.



September 30, ($ in millions)	2019		2018
Cash and cash equivalents on the Condensed Consolidated Balance Sheet	$	3,617	$	3,772
Restricted cash included in other assets on the Condensed Consolidated Balance Sheet (a)	754		935
Total cash and cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows	$	4,371	$	4,707


(a)	Restricted cash balances relate primarily to Ally securitization arrangements. Refer to Note 10 for additional details describing the nature of restricted cash balances.

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

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

1. Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies

Ally Financial Inc. (together with its consolidated subsidiaries unless the context otherwise requires, Ally, the Company, or we, us, or our) is a leading digital financial-services company. As a customer-centric company with passionate customer service and innovative financial solutions, we are relentlessly focused on “Doing It Right” and being a trusted financial-services provider to our consumer, commercial, and corporate customers. We are one of the largest full-service automotive finance operations in the country and offer a wide range of financial services and insurance products to dealerships and consumers. Our award-winning online bank (Ally Bank, Member Federal Deposit Insurance Corporation and Equal Housing Lender) offers mortgage-lending services and a variety of deposit and other banking products, including savings, money-market, and checking accounts, certificates of deposit (CDs), and individual retirement accounts (IRAs). Additionally, we offer securities-brokerage and investment-advisory services through Ally Invest. Our robust corporate finance business offers capital for equity sponsors and middle-market companies. We are a Delaware corporation and are registered as a bank holding company (BHC) under the Bank Holding Company Act of 1956, as amended, and a financial holding company (FHC) under the Gramm-Leach-Bliley Act of 1999, as amended.

Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that affect income and expenses during the reporting period and related disclosures. In developing the estimates and assumptions, management uses all available evidence; however, actual results could differ because of uncertainties associated with estimating the amounts, timing, and likelihood of possible outcomes. Our most significant estimates pertain to the allowance for loan losses, valuations of automotive lease assets and residuals, fair value of financial instruments, and the determination of the provision for income taxes.

The Condensed Consolidated Financial Statements at September 30, 2019, and for the three months and nine months ended September 30, 2019, and 2018, are unaudited but reflect all adjustments that are, in management’s opinion, necessary for the fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements (and the related Notes) included in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed on February 20, 2019, with the U.S. Securities and Exchange Commission (SEC).

Significant Accounting Policies

Lease Accounting

At contract inception, we determine whether the contract is or contains a lease based on the terms and conditions of the contract. Lease contracts are recognized on our Condensed Consolidated Balance Sheet as right-of-use (ROU) assets and lease liabilities; however, we have elected not to recognize ROU assets and lease liabilities on real estate leases with terms of one year or less. Lease liabilities and their corresponding ROU assets are recorded based on the present value of the future lease payments over the expected lease term. As the interest rate implicit in the lease contract is typically not readily determinable, we utilize our incremental borrowing rate, which is the rate we would incur to borrow on a collateralized basis over a similar term on an amount equal to the lease payments in a similar economic environment. The ROU asset also includes initial direct costs paid less lease incentives received from the lessor. Our lease contracts are generally classified as operating and, as a result, we recognize a single lease cost within other operating expenses on the income statement on a straight-line basis over the lease term. This update to our accounting policy resulted from our adoption of Accounting Standards Update (ASU) 2016-02 on January 1, 2019, as further described within the section below titled Recently Adopted Accounting Standards.

Investments

Premiums on debt securities that have noncontingent call features that are callable at fixed prices on preset dates are amortized to the earliest call date as an adjustment to investment yield. All other premiums and discounts on debt securities are amortized over the stated maturity of the security as an adjustment to investment yield. This method of amortization differs from that described in Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K, which describes our full accounting policy for Investments. This update to our amortization methodology resulted from the adoption of ASU 2017-08 on January 1, 2019, as further described within the section below titled Recently Adopted Accounting Standards.

Income Taxes

In calculating the provision for interim income taxes, in accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. This method differs from that described in Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K, which describes our annual significant income tax accounting policy and related methodology.

Refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K regarding additional significant accounting policies.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Recently Adopted Accounting Standards

Leases (ASU 2016-02)

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02. The amendments in this update primarily replaced the existing accounting requirements for operating leases for lessees. Lessee accounting requirements for finance leases (previously referred to as capital leases) and lessor accounting requirements for operating leases and sales type and direct financing leases were largely unchanged. The amendments require the lessee of an operating lease to record a balance sheet gross-up upon lease commencement by recognizing a ROU asset and lease liability equal to the present value of the lease payments. The ROU asset and lease liability should be derecognized in a manner that effectively yields a straight line lease expense over the lease term. In addition to the changes to the lessee operating lease accounting requirements, the amendments also changed the types of costs that can be capitalized related to a lease agreement for both lessees and lessors. The amendments also require additional disclosures for all lease types for both lessees and lessors. The FASB issued additional ASUs to clarify the guidance and provide certain practical expedients and an additional transition option. We adopted ASU 2016-02 and the subsequent ASUs that modified ASU 2016-02 (collectively, the amendments) on January 1, 2019. This includes the early adoption of ASU 2019-01, which was issued in March 2019 to amend certain provisions included in ASU 2016-02.

We adopted this guidance using the modified retrospective approach on January 1, 2019, and have not adjusted prior period comparative information and will continue to disclose prior period financial information in accordance with the previous lease accounting guidance. We have elected certain practical expedients permitted within the amendments that allowed us to not reassess (i) current lease classifications, (ii) whether existing contracts meet the definition of a lease under the amendments to the lease guidance, and (iii) whether current initial direct costs meet the new criteria for capitalization, for all existing leases as of the adoption date. We made an accounting policy election to calculate the impact of adoption using the remaining minimum lease payments and remaining lease term for each contract that was identified as a lease, discounted at our incremental borrowing rate as of the adoption date. The adoption of the amendments resulted in a ROU asset of approximately $161 million from operating leases for our various corporate facilities, a $29 million reduction to accrued expenses and other liabilities for accrued rent and unamortized tenant improvement allowances, and a lease liability of approximately $190 million. The adoption did not change our previously reported Condensed Consolidated Statements of Comprehensive Income and did not result in a cumulative catch-up adjustment to opening retained earnings.

Receivables—Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities (ASU 2017-08)

In March 2017, the FASB issued ASU 2017-08. The amendments in this update require premiums on purchased callable debt securities to be amortized to the security’s earliest call date. Prior to this ASU, premiums and discounts on purchased callable debt securities were generally required to be amortized to the security’s maturity date. The amendments do not require an accounting change for securities held at a discount. We adopted the amendments on January 1, 2019, on a modified retrospective basis, which resulted in an increase to our accumulated deficit of $10 million, net of income taxes, partially offset by an $8 million decrease to accumulated other comprehensive loss, net of income taxes.

Recently Issued Accounting Standards

Financial Instruments—Credit Losses (ASU 2016-13)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (CECL). The amendments in this update introduce a new accounting model to measure credit losses for financial assets measured at amortized cost. The FASB has also issued additional ASUs to clarify the scope and provide additional guidance for ASU 2016-13. Credit losses for financial assets measured at amortized cost should be determined based on the total current expected credit losses over the life of the financial asset or group of financial assets. In effect, the financial asset or group of financial assets should be presented at the net amount expected to be collected. Credit losses will no longer be recorded under the current incurred loss model for financial assets measured at amortized cost. The amendments also modify the accounting for available-for-sale debt securities whereby credit losses will be recorded through an allowance for credit losses rather than a write-down to the security’s cost basis, which allows for reversals of credit losses when estimated credit losses decline. Credit losses for available-for-sale debt securities should be measured in a manner similar to current GAAP. The amendments are effective on January 1, 2020, and must be applied using a modified retrospective approach with a cumulative-effect adjustment through retained earnings as of the beginning of the fiscal year upon adoption as required. While the standard modifies the measurement of the allowance for credit losses, it does not alter the credit risk of our loan portfolios.

Management has continued to utilize a cross-functional working group to govern the implementation of these amendments, including consideration of model development, data integrity, technology, reporting and disclosure requirements, key accounting interpretations, control environment, and corporate governance. We are in the process of finalizing the allowance for credit loss models, implementing changes to our internal processes and internal control structure, and updating our policies and documentation related to the allowance for credit losses. During the third quarter of 2019, we performed parallel testing, which included enhanced analytics, continued refinement of our qualitative allowance framework, and the execution of parallel processes for governance and documentation, and we expect to complete our implementation efforts by December 31, 2019. Based on forecasted economic conditions and portfolio balances as of September 30, 2019, preliminary assessments indicate that the adoption of CECL could result in an overall increase to our allowance for loan losses on finance receivables and loans of between 105% to 115%. The increase is driven by our consumer automotive loan portfolio and is primarily related to the difference between loss emergence periods currently utilized, as compared to estimating lifetime credit losses as required by the CECL standard. Additionally, there was no material impact to the allowance for loan losses from our other loan portfolios. Our estimation techniques

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

under CECL are impacted by forecasted economic conditions. Our modeling processes utilize a 12 month reasonable and supportable forecast period for all portfolio segments. After the forecast period, we revert to a longer term historical mean over a 24 month period. Additionally, the adoption of CECL is not expected to result in a material impact to our held-to-maturity securities portfolio, which is primarily composed of agency-backed mortgage securities, and is also not expected to have a material impact on our available-for-sale debt securities portfolio.

The actual impact of adopting this standard will depend upon a number of factors at the adoption date, including the composition and credit quality of our financing receivables and loan portfolios and investment securities portfolios, economic conditions and forecasts, the allowance for credit loss models that are used, the data that is included in the models, the associated qualitative allowance framework, and our estimation techniques. Additionally, under CECL, changes in these factors after the adoption date may lead to increased volatility in our future provisions for loan losses. The impact of the adoption will be reflected as an adjustment to beginning retained earnings, net of income taxes. Additionally, we currently expect to phase in the day-one impact of CECL into regulatory capital as prescribed by regulatory capital rules which permit us to phase in 25 percent of the capital impact of CECL in 2020 and an additional 25 percent each subsequent year until fully-phased in by the first quarter of 2023.

2. Revenue from Contracts with Customers

Our primary revenue sources, which include financing revenue and other interest income, are addressed by other GAAP and are not in the scope of ASC Topic 606, Revenue from Contracts with Customers. As part of our Insurance operations, we recognize revenue from insurance contracts, which are addressed by other GAAP and are not included in the scope of this standard. Certain noninsurance contracts within our Insurance operations, including vehicle service contracts (VSCs), guaranteed asset protection (GAP) contracts, and vehicle maintenance contracts (VMCs), are included in the scope of this standard. All revenue associated with noninsurance contracts is recognized over the contract term on a basis proportionate to the anticipated cost emergence. Further, commissions and sales expense incurred to obtain these contracts are amortized over the terms of the related policies and service contracts on the same basis as premiums and service revenue are earned, and all advertising costs are recognized as expense when incurred.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables present a disaggregated view of our revenue from contracts with customers included in other revenue that falls within the scope of the revenue recognition principles of ASC Topic 606, Revenue from Contracts with Customers. For further information regarding our revenue recognition policies and details about the nature of our respective revenue streams, refer to Note 1 and Note 3 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K.



Three months ended September 30, ($ in millions)	Automotive Finance operations		Insurance operations		Mortgage Finance operations		Corporate Finance operations		Corporate and Other		Consolidated
2019
Revenue from contracts with customers
Noninsurance contracts (a) (b) (c)	$	—	$	138	$	—	$	—	$	—	$	138
Remarketing fee income	19		—		—		—		—		19
Brokerage commissions and other revenue	—		—		—		—		16		16
Deposit account and other banking fees	—		—		—		—		3		3
Brokered/agent commissions	—		3		—		—		—		3
Other	5		—		—		—		—		5
Total revenue from contracts with customers	24		141		—		—		19		184
All other revenue	35		148		10		9		27		229
Total other revenue (d)	$	59	$	289	$	10	$	9	$	46	$	413
2018
Revenue from contracts with customers
Noninsurance contracts (a) (b) (c)	$	—	$	129	$	—	$	—	$	—	$	129
Remarketing fee income	19		—		—		—		—		19
Brokerage commissions and other revenue	—		—		—		—		15		15
Brokered/agent commissions	—		3		—		—		—		3
Deposit account and other banking fees	—		—		—		—		3		3
Other	4		—		—		—		—		4
Total revenue from contracts with customers	23		132		—		—		18		173
All other revenue	57		150		2		14		2		225
Total other revenue (d)	$	80	$	282	$	2	$	14	$	20	$	398

(a)

We had opening balances of $2.8 billion and $2.6 billion in unearned revenue associated with outstanding contracts at July 1, 2019, and July 1, 2018, respectively, and $206 million and $199 million of these balances were recognized as insurance premiums and service revenue earned in our Condensed Consolidated Statement of Comprehensive Income during the three months ended September 30, 2019, and September 30, 2018.

(b)

At September 30, 2019, we had unearned revenue of $2.8 billion associated with outstanding contracts, and with respect to this balance we expect to recognize revenue of $197 million during the remainder of 2019, $737 million in 2020, $646 million in 2021, $523 million in 2022, and $720 million thereafter. At September 30, 2018, we had unearned revenue of $2.6 billion associated with outstanding contracts.

(c)

We had deferred insurance assets of $1.6 billion and $1.7 billion at July 1, 2019, and September 30, 2019, respectively, and recognized $119 million of expense during the three months ended September 30, 2019. We had deferred insurance assets of $1.5 billion at both July 1, 2018, and September 30, 2018, respectively, and recognized $108 million of expense during the three months ended September 30, 2018.


(d)	Represents a component of total net revenue. Refer to Note 21 for further information on our reportable operating segments.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, ($ in millions)	Automotive Finance operations		Insurance operations		Mortgage Finance operations		Corporate Finance operations		Corporate and Other		Consolidated
2019
Revenue from contracts with customers
Noninsurance contracts (a) (b)	$	—	$	403	$	—	$	—	$	—	$	403
Remarketing fee income	56		—		—		—		—		56
Brokerage commissions and other revenue	—		—		—		—		50		50
Deposit account and other banking fees	—		—		—		—		12		12
Brokered/agent commissions	—		10		—		—		—		10
Other	15		—		—		—		—		15
Total revenue from contracts with customers	71		413		—		—		62		546
All other revenue	117		522		16		30		43		728
Total other revenue (c)	$	188	$	935	$	16	$	30	$	105	$	1,274
2018
Revenue from contracts with customers
Noninsurance contracts (a) (b)	$	—	$	377	$	—	$	—	$	—	$	377
Remarketing fee income	63		—		—		—		—		63
Brokerage commissions and other revenue	—		—		—		—		46		46
Brokered/agent commissions	—		11		—		—		—		11
Deposit account and other banking fees	—		—		—		—		9		9
Other	10		1		—		—		—		11
Total revenue from contracts with customers	73		389		—		—		55		517
All other revenue	136		405		5		36		17		599
Total other revenue (c)	$	209	$	794	$	5	$	36	$	72	$	1,116

(a)

We had opening balances of $2.6 billion and $2.5 billion in unearned revenue associated with outstanding contracts at January 1, 2019, and January 1, 2018, respectively, and $607 million and $588 million of these balances were recognized as insurance premiums and service revenue earned in our Condensed Consolidated Statement of Comprehensive Income during the nine months ended September 30, 2019, and September 30, 2018.

(b)

We had deferred insurance assets of $1.5 billion and $1.7 billion at January 1, 2019, and September 30, 2019, respectively, and recognized $344 million of expense during the nine months ended September 30, 2019. We had deferred insurance assets of $1.4 billion and $1.5 billion at January 1, 2018, and September 30, 2018, respectively, and recognized $317 million of expense during the nine months ended September 30, 2018.


(c)	Represents a component of total net revenue. Refer to Note 21 for further information on our reportable operating segments.

In addition to the components of other revenue presented above, as part of our Automotive Finance operations, we recognized net remarketing gains of $28 million and $66 million for the three months and nine months ended September 30, 2019, respectively, and $27 million and $61 million for the three months and nine months ended September 30, 2018, on the sale of off-lease vehicles. These gains are included in depreciation expense on operating lease assets in our Condensed Consolidated Statement of Comprehensive Income.

3. Other Income, Net of Losses

Details of other income, net of losses, were as follows.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Late charges and other administrative fees	$	28	$	29	$	85	$	83
Remarketing fees	19		19		56		63
Income from equity-method investments	7		5		19		18
Servicing fees	4		5		14		21
Other, net	38		43		102		122
Total other income, net of losses	$	96	$	101	$	276	$	307

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

4. Reserves for Insurance Losses and Loss Adjustment Expenses

The following table shows a rollforward of our reserves for insurance losses and loss adjustment expenses.



($ in millions)	2019			2018
Total gross reserves for insurance losses and loss adjustment expenses at January 1,	$	134		$	140
Less: Reinsurance recoverable	96			108
Net reserves for insurance losses and loss adjustment expenses at January 1,	38			32
Net insurance losses and loss adjustment expenses incurred related to:
Current year	259			235
Prior years (a)	1			6
Total net insurance losses and loss adjustment expenses incurred	260			241
Net insurance losses and loss adjustment expenses paid or payable related to:
Current year	(227		)	(205		)
Prior years	(29		)	(27		)
Total net insurance losses and loss adjustment expenses paid or payable	(256		)	(232		)
Net reserves for insurance losses and loss adjustment expenses at September 30,	42			41
Plus: Reinsurance recoverable	93			98
Total gross reserves for insurance losses and loss adjustment expenses at September 30,	$	135		$	139


(a)	There have been no material adverse changes to the reserve for prior years.

5. Other Operating Expenses

Details of other operating expenses were as follows.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Insurance commissions	$	120	$	113	$	351	$	332
Technology and communications	77		75		227		220
Advertising and marketing	46		38		129		106
Lease and loan administration	40		42		122		124
Professional services	32		33		91		100
Regulatory and licensing fees	29		33		85		98
Vehicle remarketing and repossession	26		27		78		85
Premises and equipment depreciation	25		22		72		64
Occupancy	14		11		43		33
Non-income taxes	9		10		29		24
Amortization of intangible assets	2		2		8		8
Other	48		50		144		153
Total other operating expenses	$	468	$	456	$	1,379	$	1,347

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

6. Investment Securities

Our investment portfolio includes various debt and equity securities. Our debt securities, which are classified as available-for-sale or held-to-maturity, include government securities, corporate bonds, asset-backed securities, and mortgage-backed securities. The cost, fair value, and gross unrealized gains and losses on available-for-sale and held-to-maturity debt securities were as follows.



	September 30, 2019									December 31, 2018
	Amortized cost		Gross unrealized					Fair value		Amortized cost		Gross unrealized					Fair value
($ in millions)	Amortized cost		gains		losses			Fair value		Amortized cost		gains		losses			Fair value
Available-for-sale securities
Debt securities
U.S. Treasury and federal agencies	$	2,389	$	8	$	(15	)	$	2,382	$	1,911	$	—	$	(60	)	$	1,851
U.S. States and political subdivisions	612		19		(1		)	630		816		3		(17		)	802
Foreign government	152		3		—			155		145		1		(1		)	145
Agency mortgage-backed residential	19,887		244		(23		)	20,108		17,486		47		(395		)	17,138
Mortgage-backed residential	2,799		22		(9		)	2,812		2,796		1		(111		)	2,686
Agency mortgage-backed commercial	1,341		72		—			1,413		3		—		—			3
Mortgage-backed commercial	112		1		—			113		715		1		(2		)	714
Asset-backed	413		4		—			417		723		2		(2		)	723
Corporate debt	1,321		35		(2		)	1,354		1,286		1		(46		)	1,241
Total available-for-sale securities (a) (b) (c)	$	29,026	$	408	$	(50	)	$	29,384	$	25,881	$	56	$	(634	)	$	25,303
Held-to-maturity securities
Debt securities
Agency mortgage-backed residential (d)	$	2,593	$	70	$	(1	)	$	2,662	$	2,319	$	6	$	(61	)	$	2,264
Asset-backed retained notes	25		—		—			25		43		—		—			43
Total held-to-maturity securities	$	2,618	$	70	$	(1	)	$	2,687	$	2,362	$	6	$	(61	)	$	2,307


(a)	Certain entities related to our Insurance operations are required to deposit securities with state regulatory authorities. These deposited securities totaled $12 million at both September 30, 2019, and December 31, 2018, respectively.


(b)	Certain available-for-sale securities are included in fair value hedging relationships. Refer to Note 17 for additional information.

(c)

Available-for-sale securities with a fair value of $2.5 billion and $9.2 billion at September 30, 2019, and December 31, 2018, respectively, were pledged to secure advances from the Federal Home Loan Bank (FHLB), short-term borrowings or repurchase agreements, or for other purposes as required by contractual obligation or law. Under these agreements, we have granted the counterparty the right to sell or pledge $594 million and $821 million of the underlying investment securities at September 30, 2019, and December 31, 2018, respectively.


(d)	Held-to-maturity securities with a fair value of $972 million and $1.2 billion at September 30, 2019, and December 31, 2018, respectively, were pledged to secure advances from the FHLB.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The maturity distribution of debt securities outstanding is summarized in the following tables. Call or prepayment options may cause actual maturities to differ from contractual maturities.



	Total				Due in one year or less				Due after one year through five years				Due after five years through ten years				Due after ten years
($ in millions)	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
September 30, 2019
Fair value of available-for-sale securities (a)
U.S. Treasury and federal agencies	$	2,382	1.5	%	$	65	2.1	%	$	1,742	1.5	%	$	575	1.6	%	$	—	—	%
U.S. States and political subdivisions	630		3.1		21		2.2		61		2.2		169		2.8		379		3.4
Foreign government	155		2.3		4		1.4		65		2.3		86		2.3		—		—
Agency mortgage-backed residential	20,108		3.3		—		—		—		—		49		2.0		20,059		3.3
Mortgage-backed residential	2,812		3.3		—		—		—		—		—		—		2,812		3.3
Agency mortgage-backed commercial	1,413		2.9		—		—		3		3.2		1,089		3.0		321		2.6
Mortgage-backed commercial	113		3.5		—		—		—		—		—		—		113		3.5
Asset-backed	417		3.5		—		—		310		3.5		53		3.9		54		3.0
Corporate debt	1,354		3.2		125		2.8		571		3.0		643		3.4		15		5.5
Total available-for-sale securities	$	29,384	3.1		$	215	2.5		$	2,752	2.0		$	2,664	2.8		$	23,753	3.3
Amortized cost of available-for-sale securities	$	29,026			$	215			$	2,745			$	2,568			$	23,498
Amortized cost of held-to-maturity securities
Agency mortgage-backed residential	$	2,593	3.2	%	$	—	—	%	$	—	—	%	$	—	—	%	$	2,593	3.2	%
Asset-backed retained notes	25		2.2		—		—		25		2.2		—		—		—		—
Total held-to-maturity securities	$	2,618	3.2		$	—	—		$	25	2.2		$	—	—		$	2,593	3.2
December 31, 2018
Fair value of available-for-sale securities (a)
U.S. Treasury and federal agencies	$	1,851	1.9	%	$	12	1.0	%	$	1,277	1.8	%	$	562	2.0	%	$	—	—	%
U.S. States and political subdivisions	802		3.0		49		1.9		43		2.3		252		2.6		458		3.4
Foreign government	145		2.4		18		3.1		60		2.3		67		2.4		—		—
Agency mortgage-backed residential	17,138		3.3		—		—		—		—		54		1.9		17,084		3.3
Mortgage-backed residential	2,686		3.3		—		—		—		—		—		—		2,686		3.3
Agency mortgage-backed commercial	3		3.1		—		—		3		3.1		—		—		—		—
Mortgage-backed commercial	714		3.8		—		—		—		—		46		3.9		668		3.8
Asset-backed	723		3.5		—		—		478		3.4		121		4.0		124		3.3
Corporate debt	1,241		3.1		144		2.8		496		2.9		581		3.3		20		5.5
Total available-for-sale securities	$	25,303	3.2		$	223	2.6		$	2,357	2.4		$	1,683	2.8		$	21,040	3.3
Amortized cost of available-for-sale securities	$	25,881			$	224			$	2,405			$	1,743			$	21,509
Amortized cost of held-to-maturity securities
Agency mortgage-backed residential	$	2,319	3.2	%	$	—	—	%	$	—	—	%	$	—	—	%	$	2,319	3.2	%
Asset-backed retained notes	43		2.0		—		—		42		2.0		1		3.3		—		—
Total held-to-maturity securities	$	2,362	3.2		$	—	—		$	42	2.0		$	1	3.3		$	2,319	3.2


(a)	Yield is calculated using the effective yield of each security at the end of the period, weighted based on the market value. The effective yield considers the contractual coupon and amortized cost, and excludes expected capital gains and losses.

The balances of cash equivalents were $124 million and $35 million at September 30, 2019, and December 31, 2018, respectively, and were composed primarily of money-market accounts and short-term securities, including U.S. Treasury bills.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents interest and dividends on investment securities.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Taxable interest	$	214	$	172	$	648	$	490
Taxable dividends	4		4		10		10
Interest and dividends exempt from U.S. federal income tax	3		6		12		18
Interest and dividends on investment securities	$	221	$	182	$	670	$	518

The following table presents gross gains and losses realized upon the sales of available-for-sale securities, and net gains or losses on equity securities held during the period. There were no other-than-temporary impairments of available-for-sale securities for the periods presented.



	Three months ended September 30,					Nine months ended September 30,
($ in millions)	2019			2018		2019			2018
Available-for-sale securities
Gross realized gains	$	30		$	1	$	64		$	8
Gross realized losses (a)	(3		)	—		(4		)	—
Net realized gains on available-for-sale securities	27			1		60			8
Net realized gain on equity securities	12			15		51			55
Net unrealized (loss) gain on equity securities	(12		)	6		63			(26		)
Other gain on investments, net	$	27		$	22	$	174		$	37


(a)	Certain available-for-sale securities were sold at a loss during the three months and nine months ended September 30, 2019, and September 30, 2018, as a result of identifiable market or credit events, or a loss was realized based on corporate actions outside of our control (such as a call by the issuer). Any such sales were made in accordance with our risk-management policies and practices.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The table below summarizes available-for-sale and held-to-maturity securities in an unrealized loss position, which we evaluated for other than temporary impairment. For additional information on our methodology, refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K. As of September 30, 2019, we did not have the intent to sell the available-for-sale or held-to-maturity securities with an unrealized loss position and we do not believe it is more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. As a result of this evaluation, we believe that the securities with an unrealized loss position are not considered to be other-than-temporarily impaired at September 30, 2019.



	September 30, 2019										December 31, 2018
	Less than 12 months					12 months or longer					Less than 12 months					12 months or longer
($ in millions)	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
Available-for-sale securities
Debt securities
U.S. Treasury and federal agencies	$	1,131	$	(8	)	$	279	$	(7	)	$	31	$	—		$	1,758	$	(60	)
U.S. States and political subdivisions	63		(1		)	9		—			259		(3		)	317		(14		)
Foreign government	11		—			4		—			6		—			74		(1		)
Agency mortgage-backed residential	2,722		(8		)	1,317		(15		)	5,537		(94		)	7,808		(301		)
Mortgage-backed residential	647		(2		)	221		(7		)	1,024		(20		)	1,360		(91		)
Mortgage-backed commercial	43		—			—		—			347		(1		)	36		(1		)
Asset-backed	17		—			13		—			294		(1		)	124		(1		)
Corporate debt	104		—			57		(2		)	576		(19		)	569		(27		)
Total temporarily impaired available-for-sale securities	$	4,738	$	(19	)	$	1,900	$	(31	)	$	8,074	$	(138	)	$	12,046	$	(496	)
Held-to-maturity securities
Debt securities
Agency mortgage-backed residential	$	142	$	(1	)	$	87	$	—		$	457	$	(6	)	$	1,376	$	(55	)
Asset-backed retained notes	—		—			9		—			16		—			19		—
Total held-to-maturity debt securities	$	142	$	(1	)	$	96	$	—		$	473	$	(6	)	$	1,395	$	(55	)

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

7. Finance Receivables and Loans, Net

The composition of finance receivables and loans reported at gross carrying value was as follows.



($ in millions)	September 30, 2019		December 31, 2018
Consumer automotive (a)	$	73,071	$	70,539
Consumer mortgage
Mortgage Finance (b)	15,782		15,155
Mortgage — Legacy (c)	1,228		1,546
Total consumer mortgage	17,010		16,701
Total consumer	90,081		87,240
Commercial
Commercial and industrial
Automotive	29,122		33,672
Other	4,377		4,205
Commercial real estate	5,029		4,809
Total commercial	38,528		42,686
Total finance receivables and loans (d)	$	128,609	$	129,926


(a)	Certain finance receivables and loans are included in fair value hedging relationships. Refer to Note 17 for additional information.


(b)	Includes loans originated as interest-only mortgage loans of $11 million and $18 million at September 30, 2019, and December 31, 2018, respectively, 14% of which are expected to start principal amortization in 2019, and 44% in 2020. The remainder of these loans have exited the interest-only period.


(c)	Includes loans originated as interest-only mortgage loans of $234 million and $341 million at September 30, 2019, and December 31, 2018, respectively, of which 99% have exited the interest-only period.


(d)	Totals include net unearned income, unamortized premiums and discounts, and deferred fees and costs of $547 million and $587 million at September 30, 2019, and December 31, 2018, respectively.

The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans.



Three months ended September 30, 2019 ($ in millions)	Consumer automotive			Consumer mortgage			Commercial			Total
Allowance at July 1, 2019	$	1,078		$	49		$	155		$	1,282
Charge-offs (a)	(374		)	(3		)	(16		)	(393		)
Recoveries	121			5			—			126
Net charge-offs	(253		)	2			(16		)	(267		)
Provision for loan losses	264			(5		)	4			263
Other	1			(2		)	—			(1		)
Allowance at September 30, 2019	$	1,090		$	44		$	143		$	1,277

(a)

Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for more information regarding our charge-off policies.



Three months ended September 30, 2018 ($ in millions)	Consumer automotive			Consumer mortgage			Commercial			Total
Allowance at July 1, 2018	$	1,053		$	66		$	138		$	1,257
Charge-offs (a)	(343		)	(7		)	(3		)	(353		)
Recoveries	110			8			—			118
Net charge-offs	(233		)	1			(3		)	(235		)
Provision for loan losses	229			(4		)	8			233
Other (b)	(6		)	1			(2		)	(7		)
Allowance at September 30, 2018	$	1,043		$	64		$	141		$	1,248

(a)


(b)	Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, 2019 ($ in millions)	Consumer automotive			Consumer mortgage			Commercial			Total
Allowance at January 1, 2019	$	1,048		$	53		$	141		$	1,242
Charge-offs (a)	(1,027		)	(11		)	(33		)	(1,071		)
Recoveries	368			17			—			385
Net charge-offs	(659		)	6			(33		)	(686		)
Provision for loan losses	701			(13		)	34			722
Other	—			(2		)	1			(1		)
Allowance at September 30, 2019	$	1,090		$	44		$	143		$	1,277
Allowance for loan losses at September 30, 2019
Individually evaluated for impairment	$	37		$	18		$	32		$	87
Collectively evaluated for impairment	1,053			26			111			1,190
Finance receivables and loans at gross carrying value
Ending balance	$	73,071		$	17,010		$	38,528		$	128,609
Individually evaluated for impairment	514			213			179			906
Collectively evaluated for impairment	72,557			16,797			38,349			127,703

(a)



Nine months ended September 30, 2018 ($ in millions)	Consumer automotive			Consumer mortgage			Commercial			Total
Allowance at January 1, 2018	$	1,066		$	79		$	131		$	1,276
Charge-offs (a)	(1,004		)	(27		)	(5		)	(1,036		)
Recoveries	336			20			6			362
Net charge-offs	(668		)	(7		)	1			(674		)
Provision for loan losses	650			(7		)	9			652
Other (b)	(5		)	(1		)	—			(6		)
Allowance at September 30, 2018	$	1,043		$	64		$	141		$	1,248
Allowance for loan losses at September 30, 2018
Individually evaluated for impairment	$	43		$	24		$	35		$	102
Collectively evaluated for impairment	1,000			40			106			1,146
Finance receivables and loans at gross carrying value
Ending balance	$	69,995		$	16,506		$	40,104		$	126,605
Individually evaluated for impairment	483			231			184			898
Collectively evaluated for impairment	69,512			16,275			39,920			125,707

(a)


(b)	Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents information about significant sales of finance receivables and loans and transfers of finance receivables and loans from held-for-investment to held-for-sale based on net carrying value.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Consumer automotive	$	—	$	578	$	20	$	578
Consumer mortgage	940		—		940		5
Commercial	—		238		—		238
Total sales and transfers (a)	$	940	$	816	$	960	$	821


(a)	During the nine months ended September 30, 2019, we also sold $131 million of loans held-for-sale that were initially classified as finance receivables and loans held-for-investment, and transferred $79 million of finance receivables from held-for-sale to held-for-investment, both relating to equipment finance receivables from our commercial automotive business.

The following table presents information about significant purchases of finance receivables and loans based on unpaid principal balance at the time of purchase.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Consumer automotive	$	92	$	251	$	409	$	652
Consumer mortgage	811		1,743		2,724		3,890
Commercial	13		14		16		14
Total purchases of finance receivables and loans	$	916	$	2,008	$	3,149	$	4,556

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents an analysis of our past-due finance receivables and loans recorded at gross carrying value.



($ in millions)	30–59 days past due		60–89 days past due		90 days or more past due		Total past due		Current		Total finance receivables and loans
September 30, 2019
Consumer automotive	$	2,053	$	521	$	316	$	2,890	$	70,181	$	73,071
Consumer mortgage
Mortgage Finance	107		6		10		123		15,659		15,782
Mortgage — Legacy	28		8		28		64		1,164		1,228
Total consumer mortgage	135		14		38		187		16,823		17,010
Total consumer	2,188		535		354		3,077		87,004		90,081
Commercial
Commercial and industrial
Automotive	1		—		45		46		29,076		29,122
Other	—		—		18		18		4,359		4,377
Commercial real estate	2		—		1		3		5,026		5,029
Total commercial	3		—		64		67		38,461		38,528
Total consumer and commercial	$	2,191	$	535	$	418	$	3,144	$	125,465	$	128,609
December 31, 2018
Consumer automotive	$	2,107	$	537	$	296	$	2,940	$	67,599	$	70,539
Consumer mortgage
Mortgage Finance	67		5		4		76		15,079		15,155
Mortgage — Legacy	30		10		42		82		1,464		1,546
Total consumer mortgage	97		15		46		158		16,543		16,701
Total consumer	2,204		552		342		3,098		84,142		87,240
Commercial
Commercial and industrial
Automotive	—		1		31		32		33,640		33,672
Other	—		4		16		20		4,185		4,205
Commercial real estate	—		—		1		1		4,808		4,809
Total commercial	—		5		48		53		42,633		42,686
Total consumer and commercial	$	2,204	$	557	$	390	$	3,151	$	126,775	$	129,926

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents the gross carrying value of our finance receivables and loans on nonaccrual status.



($ in millions)	September 30, 2019		December 31, 2018
Consumer automotive	$	692	$	664
Consumer mortgage
Mortgage Finance	15		9
Mortgage — Legacy	43		70
Total consumer mortgage	58		79
Total consumer	750		743
Commercial
Commercial and industrial
Automotive	64		203
Other	111		142
Commercial real estate	4		4
Total commercial	179		349
Total consumer and commercial finance receivables and loans	$	929	$	1,092

Management performs a quarterly analysis of the consumer automotive, consumer mortgage, and commercial portfolios using a range of credit quality indicators to assess the adequacy of the allowance for loan losses based on historical and current trends. The following tables present the population of loans by quality indicators for our consumer automotive, consumer mortgage, and commercial portfolios.

The following table presents performing and nonperforming credit quality indicators in accordance with our internal accounting policies for our consumer finance receivables and loans recorded at gross carrying value. Nonperforming loans include finance receivables and loans on nonaccrual status when the principal or interest has been delinquent for 90 days or more, or when full collection is not expected. Refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for additional information.



	September 30, 2019						December 31, 2018
($ in millions)	Performing		Nonperforming		Total		Performing		Nonperforming		Total
Consumer automotive	$	72,379	$	692	$	73,071	$	69,875	$	664	$	70,539
Consumer mortgage
Mortgage Finance	15,767		15		15,782		15,146		9		15,155
Mortgage — Legacy	1,185		43		1,228		1,476		70		1,546
Total consumer mortgage	16,952		58		17,010		16,622		79		16,701
Total consumer	$	89,331	$	750	$	90,081	$	86,497	$	743	$	87,240

The following table presents pass and criticized credit quality indicators based on regulatory definitions for our commercial finance receivables and loans recorded at gross carrying value.



	September 30, 2019						December 31, 2018
($ in millions)	Pass		Criticized (a)		Total		Pass		Criticized (a)		Total
Commercial and industrial
Automotive	$	26,393	$	2,729	$	29,122	$	30,799	$	2,873	$	33,672
Other	3,545		832		4,377		3,373		832		4,205
Commercial real estate	4,764		265		5,029		4,538		271		4,809
Total commercial	$	34,702	$	3,826	$	38,528	$	38,710	$	3,976	$	42,686


(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.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Impaired Loans and Troubled Debt Restructurings

Impaired Loans

Loans are considered impaired when we determine it is probable that we will be unable to collect all amounts due according to the terms of the loan agreement. For more information on our impaired finance receivables and loans, refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K.

The following table presents information about our impaired finance receivables and loans.



($ in millions)	Unpaid principal balance (a)		Gross carrying value		Impaired with no allowance		Impaired with an allowance		Allowance for impaired loans
September 30, 2019
Consumer automotive	$	527	$	514	$	107	$	407	$	37
Consumer mortgage
Mortgage Finance	13		14		6		8		—
Mortgage — Legacy	204		199		65		134		18
Total consumer mortgage	217		213		71		142		18
Total consumer	744		727		178		549		55
Commercial
Commercial and industrial
Automotive	64		64		1		63		18
Other	149		111		80		31		14
Commercial real estate	4		4		4		—		—
Total commercial	217		179		85		94		32
Total consumer and commercial finance receivables and loans	$	961	$	906	$	263	$	643	$	87
December 31, 2018
Consumer automotive	$	503	$	495	$	105	$	390	$	44
Consumer mortgage
Mortgage Finance	15		15		6		9		1
Mortgage — Legacy	221		216		65		151		22
Total consumer mortgage	236		231		71		160		23
Total consumer	739		726		176		550		67
Commercial
Commercial and industrial
Automotive	203		203		112		91		10
Other	159		142		40		102		46
Commercial real estate	4		4		4		—		—
Total commercial	366		349		156		193		56
Total consumer and commercial finance receivables and loans	$	1,105	$	1,075	$	332	$	743	$	123


(a)	Adjusted for charge-offs.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables present average balance and interest income for our impaired finance receivables and loans.



	2019				2018
Three months ended September 30, ($ in millions)	Average balance		Interest income		Average balance		Interest income
Consumer automotive	$	505	$	9	$	485	$	7
Consumer mortgage
Mortgage Finance	14		—		12		1
Mortgage — Legacy	203		2		217		2
Total consumer mortgage	217		2		229		3
Total consumer	722		11		714		10
Commercial
Commercial and industrial
Automotive	76		—		83		—
Other	115		—		101		—
Commercial real estate	5		—		7		—
Total commercial	196		—		191		—
Total consumer and commercial finance receivables and loans	$	918	$	11	$	905	$	10



	2019				2018
Nine months ended September 30, ($ in millions)	Average balance		Interest income		Average balance		Interest income
Consumer automotive	$	502	$	26	$	477	$	21
Consumer mortgage
Mortgage Finance	15		—		10		1
Mortgage — Legacy	208		7		219		7
Total consumer mortgage	223		7		229		8
Total consumer	725		33		706		29
Commercial
Commercial and industrial
Automotive	124		1		65		2
Other	118		—		76		—
Commercial real estate	5		—		5		—
Total commercial	247		1		146		2
Total consumer and commercial finance receivables and loans	$	972	$	34	$	852	$	31

Troubled Debt Restructurings

Troubled Debt Restructurings (TDRs) are loan modifications where concessions were granted to borrowers experiencing financial difficulties. For consumer automotive loans, we may offer several types of assistance to aid our customers, including payment extensions and rewrites of the loan terms. Additionally, for mortgage loans, as part of certain programs, we offer mortgage loan modifications to qualified borrowers. These programs are in place to provide support to our mortgage customers in financial distress, including principal forgiveness, maturity extensions, delinquent interest capitalization, and changes to contractual interest rates. Total TDRs recorded at gross carrying value were $838 million and $812 million at September 30, 2019, and December 31, 2018, respectively.

Total commitments to lend additional funds to borrowers whose terms had been modified in a TDR were $18 million and $4 million at September 30, 2019, and December 31, 2018, respectively. Refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for additional information.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables present information related to finance receivables and loans recorded at gross carrying value modified in connection with a TDR during the period.



	2019					2018
Three months ended September 30, ($ in millions)	Number of loans	Pre-modification gross carrying value		Post-modification gross carrying value		Number of loans	Pre-modification gross carrying value		Post-modification gross carrying value
Consumer automotive	7,197	$	124	$	107	6,759	$	67	$	67
Consumer mortgage
Mortgage Finance	1	—		—		10	4		4
Mortgage — Legacy	8	1		1		65	8		6
Total consumer mortgage	9	1		1		75	12		10
Total consumer	7,206	125		108		6,834	79		77
Commercial
Commercial and industrial
Automotive	1	5		5		—	—		—
Other	1	25		25		—	—		—
Total commercial	2	30		30		—	—		—
Total consumer and commercial finance receivables and loans	7,208	$	155	$	138	6,834	$	79	$	77



	2019					2018
Nine months ended September 30, ($ in millions)	Number of loans	Pre-modification gross carrying value		Post-modification gross carrying value		Number of loans	Pre-modification gross carrying value		Post-modification gross carrying value
Consumer automotive	20,222	$	349	$	303	19,699	$	302	$	270
Consumer mortgage
Mortgage Finance	4	—		—		18	7		7
Mortgage — Legacy	46	7		7		154	24		22
Total consumer mortgage	50	7		7		172	31		29
Total consumer	20,272	356		310		19,871	333		299
Commercial
Commercial and industrial
Automotive	7	46		46		3	4		4
Other	2	47		31		2	55		51
Total commercial	9	93		77		5	59		55
Total consumer and commercial finance receivables and loans	20,281	$	449	$	387	19,876	$	392	$	354

The following tables present information about finance receivables and loans recorded at gross carrying value that have redefaulted during the reporting period and were within twelve months or less of being modified as a TDR. Redefault is when finance receivables and loans meet the requirements for evaluation under our charge-off policy (refer to Note 1 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for additional information) except for commercial finance receivables and loans, where redefault is defined as 90 days past due.



	2019					2018
Three months ended September 30, ($ in millions)	Number of loans	Gross carrying value		Charge-off amount		Number of loans	Gross carrying value		Charge-off amount
Consumer automotive	1,713	$	18	$	13	2,466	$	27	$	19
Total consumer finance receivables and loans	1,713	$	18	$	13	2,466	$	27	$	19

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	2019					2018
Nine months ended September 30, ($ in millions)	Number of loans	Gross carrying value		Charge-off amount		Number of loans	Gross carrying value		Charge-off amount
Consumer automotive	5,674	$	64	$	41	7,217	$	84	$	54
Consumer mortgage
Mortgage — Legacy	—	—		—		1	—		—
Total consumer finance receivables and loans	5,674	$	64	$	41	7,218	$	84	$	54

8. Leasing

On January 1, 2019, we adopted the amendments to the lease accounting principles. Refer to the section titled Recently Adopted Accounting Standards in Note 1 for additional information.

Ally as the Lessee

We have operating leases for our corporate facilities, which have remaining lease terms of 1 month to 13 years. Most of the property leases have fixed payment terms with annual fixed-escalation clauses and include options to extend the leases for periods that range from 1 to 15 years. Some of those lease agreements also include options to terminate the leases in periods that range from 2 to 6 years after the commencement of the leases. We have not included any of these term extensions or termination provisions in our estimates of the lease term, as we do not consider it reasonably certain that the options will be exercised. Our property-lease agreements contain a lease component, which includes the right to use the real estate, and non-lease components, which include utilities and common area maintenance services. Lease components are accounted for under the ASC Topic on Leases, while non-lease components are accounted for under other GAAP Topics. We elected the practical expedient to account for the lease and non-lease components for property leases as a single lease component. Additional variable-rent payments made during the lease term are not based on a rate or index and are excluded from the calculations of ROU assets and lease liabilities and recognized as a component of variable lease expense as incurred.

We also have operating leases for a fleet of vehicles that is used by our sales force for business purposes, with noncancellable lease terms of 367 days. Thereafter, the leases are month-to-month, up to a maximum of 48 months from inception. In addition to lease costs related to the vehicles, the lease contracts include non-lease components such as maintenance, fuel, and administrative services. We elected to account for the lease and non-lease components separately. As a result, the non-lease components are excluded from the calculation of the ROU asset and lease liability and are recognized as other operating expenses as incurred.

The following table details our total investment in operating leases.



($ in millions)	September 30, 2019		January 1, 2019 (a)
Assets
Operating lease right-of-use assets (b)	$	168	$	161
Liabilities
Operating lease liabilities (c)	$	195	$	190


(a)	Date of adoption.


(b)	Included in other assets on our Condensed Consolidated Balance Sheet.


(c)	Included in accrued expenses and other liabilities on our Condensed Consolidated Balance Sheet.

During the three months and nine months ended September 30, 2019, we paid $12 million and $37 million, respectively, in cash for amounts included in the measurement of lease liabilities at September 30, 2019. This amount is included in net cash provided by operating activities in the Condensed Consolidated Statement of Cash Flows. During the nine months ended September 30, 2019, we obtained $41 million of ROU assets in exchange for new operating lease liabilities. As of September 30, 2019, the weighted-average remaining lease term of our operating lease portfolio was 7 years, and the weighted-average discount rate was 2.93%.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents future minimum rental payments we are required to make under operating leases that have commenced as of September 30, 2019, and that have noncancellable lease terms expiring after September 30, 2019.



($ in millions)
2019	$	12
2020	49
2021	38
2022	26
2023	17
2024 and thereafter	75
Total undiscounted cash flows	217
Difference between undiscounted cash flows and discounted cash flows	(22		)
Total lease liability	$	195

In addition to the above, we entered into a forward-starting lease agreement in September 2017, for a new corporate facility in Charlotte, North Carolina, where we plan to consolidate several existing facilities into that location. The lessor and their agents are currently constructing the facilities at this location, with the lease scheduled to commence in April 2021 after construction is completed. The lease agreement will have a total of $290 million in undiscounted future lease payments over the 15 year term of the lease.

Future minimum rental payments required under operating leases as of December 31, 2018, prior to the date of adoption and as defined by the previous lease accounting guidance, with noncancellable lease terms expiring after December 31, 2018, were as follows.



Year ended December 31, ($ in millions)
2019	$	48
2020	47
2021	46
2022	37
2023	31
2024 and thereafter	294
Total minimum payments required	$	503

The following table details the components of total net operating lease expense.



	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Operating lease expense	$	11	$	11	$	34	$	32
Variable lease expense	2		2		6		5
Total lease expense, net (a)	$	13	$	13	$	40	$	37

(a) Included in other operating expenses in our Condensed Consolidated Statement of Comprehensive Income

Ally as the Lessor

Investment in Operating Leases

We purchase consumer operating lease contracts and the associated vehicles from dealerships after those contracts are executed by the dealers and the consumers. The amount we pay a dealer for an operating lease contract is based on the negotiated price for the vehicle less vehicle trade-in, down payment from the consumer, and available automotive manufacturer incentives. Under the operating lease, the consumer is obligated to make payments in amounts equal to the amount by which the negotiated purchase price of the vehicle (less any trade-in value, down payment, or available manufacturer incentives) exceeds the contract residual value (including residual support) of the vehicle at lease termination, plus operating lease rental charges. The customer can terminate the lease at any point after commencement, subject to additional charges and fees. Both the consumer and the dealership have the option to purchase the vehicle at the end of the lease term, which can range from 24 to 60 months, at the residual value of the vehicle, however it is not reasonably certain this option will be exercised and as such our consumer leases are classified as operating leases. We have made an accounting policy election to exclude the sales taxes we collect from consideration in the lease contract and from variable lease payments not included in contract consideration. In addition to the charges described above, the consumer is generally responsible for certain charges related to excess mileage or excessive wear and tear on the vehicle. These charges are deemed variable lease payments and, as these payments are not based on a rate or index, they are recognized as net depreciation expense on operating lease assets in our Condensed Consolidated Statement of Comprehensive Income as incurred.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

When we acquire a consumer operating lease, we assume ownership of the vehicle from the dealer. We require that property damage, bodily injury, collision, and comprehensive insurance be obtained by the lessee on all consumer operating leases. Neither the consumer nor the dealer is responsible for the value of the vehicle at the time of lease termination. When vehicles are not purchased by customers or the receiving dealer at scheduled lease termination, the vehicle is returned to us for remarketing. We generally bear the risk of loss to the extent the value of a leased vehicle upon remarketing is below the expected residual value. At contract inception, we determine pricing based on the projected residual value of the leased vehicle. This evaluation is primarily based on a proprietary model, which includes variables such as age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in used-vehicle supply. This internally-generated data is compared against third-party, independent data for reasonableness. Periodically, we revise the projected value of the leased vehicle at termination based on current market conditions and adjust depreciation expense if necessary 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, which is included in net depreciation expense on operating lease assets in our Condensed Consolidated Statement of Comprehensive Income. Excessive mileage or excessive wear and tear on the vehicle during the lease may impact the sales proceeds received upon remarketing. As of September 30, 2019, consumer operating leases with a carrying value, net of accumulated depreciation, of $354 million were covered by a residual value guarantee of 15% of the manufacturer’s suggested retail price.

The following table details our investment in operating leases.



($ in millions)	September 30, 2019			December 31, 2018
Vehicles	$	10,197		$	9,995
Accumulated depreciation	(1,544		)	(1,578		)
Investment in operating leases, net	$	8,653		$	8,417

The following table presents future minimum rental payments we have the right to receive under operating leases with noncancellable lease terms expiring after September 30, 2019.



($ in millions)
2019	$	387
2020	1,211
2021	696
2022	251
2023	44
2024 and thereafter	3
Total lease payments from operating leases	$	2,592

We recognized $368 million and $1.1 billion in operating lease revenue for both the three months and nine months ended September 30, 2019, and 2018, respectively. Depreciation expense on operating lease assets includes remarketing gains and losses recognized on the sale of operating lease assets. The following table summarizes the components of depreciation expense on operating lease assets.



	Three months ended September 30,						Nine months ended September 30,
($ in millions)	2019			2018			2019			2018
Depreciation expense on operating lease assets (excluding remarketing gains) (a)	$	262		$	274		$	785		$	846
Remarketing gains, net	(28		)	(27		)	(66		)	(61		)
Net depreciation expense on operating lease assets	$	234		$	247		$	719		$	785

(a) Includes variable lease payments related to excess mileage and excessive wear and tear on vehicles of $5 million and $14 million during the three months and nine months ended September 30, 2019, respectively, and $6 million and $19 million during the three months and nine months ended September 30, 2018.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Finance Leases

Our total gross investment in finance leases, which is included in finance receivables and loans, net, on our Condensed Consolidated Balance Sheet was $494 million and $439 million as of September 30, 2019, and December 31, 2018, respectively. This includes lease payment receivables of $481 million and $425 million at September 30, 2019, and December 31, 2018, respectively, and unguaranteed residual assets of $13 million and $14 million at September 30, 2019, and December 31, 2018, respectively. Interest income on finance lease receivables was $7 million and $19 million for the three months and nine months ended September 30, 2019, respectively, and $5 million and $16 million for the three months and nine months ended September 30, 2018, and is included in interest and fees on finance receivables and loans in our Condensed Consolidated Statement of Comprehensive Income.

The following table presents future minimum rental payments we have the right to receive under finance leases with noncancellable lease terms expiring after September 30, 2019.



($ in millions)
2019	$	43
2020	168
2021	144
2022	87
2023	53
2024 and thereafter	41
Total undiscounted cash flows	536
Difference between undiscounted cash flows and discounted cash flows	(55		)
Present value of lease payments recorded as lease receivable	$	481

9. Securitizations and Variable Interest Entities

We securitize, transfer, and service consumer and commercial automotive loans, and operating leases. We often securitize these loans and notes secured by operating leases (collectively referred to as financial assets) using special purpose entities (SPEs). An SPE is a legal entity that is designed to fulfill a specified limited need of the sponsor. Our principal use of SPEs is to obtain liquidity by securitizing certain of our financial assets. SPEs are often variable interest entities (VIEs) and may or may not be included on our Condensed Consolidated Balance Sheet.

VIEs are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the ability to control the entity’s activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity.

The VIEs included on the Condensed Consolidated Balance Sheet represent SPEs where we are deemed to be the primary beneficiary, primarily due to our servicing activities and our beneficial interests in the VIE that could be potentially significant.

The nature, purpose, and activities of nonconsolidated SPEs are similar to those of our consolidated SPEs with the primary difference being the nature and extent of our continuing involvement. For nonconsolidated SPEs, the transferred financial assets are removed from our balance sheet provided the conditions for sale accounting are met. The financial assets obtained from the securitization are primarily reported as cash or retained interests (if applicable). Liabilities incurred as part of these securitizations, are recorded at fair value at the time of sale and are reported as accrued expenses and other liabilities on our Condensed Consolidated Balance Sheet. Upon the sale of the loans, we recognize a gain or loss on sale for the difference between the assets recognized, the assets derecognized, and the liabilities recognized as part of the transaction. With respect to our ongoing right to service the assets we sell, the servicing fee we receive represents adequate compensation, and consequently, we do not recognize a servicing asset or liability.

There were no sales of financial assets into nonconsolidated VIEs for both the three months and nine months ended September 30, 2019. We had a pretax gain on sales of financial assets into nonconsolidated VIEs of $1 million for both the three months and nine months ended September 30, 2018.

We provide long-term guarantee contracts to investors in certain nonconsolidated affordable housing entities and have extended a line of credit to provide liquidity. Since we do not have control over the entities or the power to make decisions, we do not consolidate the entities and our involvement is limited to the guarantee and the line of credit.

We are involved with various other nonconsolidated equity investments, including affordable housing entities and venture capital funds and loan funds. We do not consolidate these entities and our involvement is limited to our outstanding investment, additional capital committed to these funds plus any previously recognized low income housing tax credits that are subject to recapture.

Refer to Note 1 and Note 11 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for further description of our securitization activities and our involvement with VIEs.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents our involvement in consolidated and nonconsolidated VIEs in which we hold variable interests. For additional detail related to the assets and liabilities of consolidated variable interest entities refer to the Condensed Consolidated Balance Sheet.



($ in millions)	Carrying value of total assets			Carrying value of total liabilities			Assets sold to nonconsolidated VIEs (a)		Maximum exposure to loss in nonconsolidated VIEs
September 30, 2019
On-balance sheet variable interest entities
Consumer automotive (b)	$	18,374	(c)	$	5,892	(d)
Commercial automotive	8,846			3,048
Off-balance sheet variable interest entities
Consumer automotive (b)	27		(e)	—			$	561	$	588	(f)
Commercial other	993		(g)	356		(h)	—		1,259		(i)
Total	$	28,240		$	9,296		$	561	$	1,847
December 31, 2018
On-balance sheet variable interest entities
Consumer automotive	$	16,255	(c)	$	6,573	(d)
Commercial automotive	11,089			3,946
Off-balance sheet variable interest entities
Consumer automotive	45		(e)	—			$	1,235	$	1,280	(f)
Commercial other	806		(g)	326		(h)	—		1,054		(i)
Total	$	28,195		$	10,845		$	1,235	$	2,334


(a)	Asset values represent the current unpaid principal balance of outstanding consumer finance receivables and loans within the VIEs.

(b)

During the three months ended September 30, 2019, we indicated our intent to exercise clean-up call options related to a nonconsolidated securitization-related VIE. The option enables us to repurchase the remaining transferred financial assets at our discretion once the asset pool declines to a predefined level and redeem the related outstanding debt. As a result of this event, we became the primary beneficiary of the VIE, which included $96 million of consumer automotive loans and $93 million of related debt, and the VIE was consolidated on our Condensed Consolidated Balance Sheet. The related amounts were removed from assets sold to nonconsolidated VIEs and maximum exposure to loss in nonconsolidated VIEs.


(c)	Includes $8.8 billion and $8.4 billion of assets that were not encumbered by VIE beneficial interests held by third parties at September 30, 2019, and December 31, 2018, respectively. Ally or consolidated affiliates hold the interests in these assets.


(d)	Includes $21 million and $25 million of liabilities that were not obligations to third-party beneficial interest holders at September 30, 2019, and December 31, 2018, respectively.

(e)

Represents retained notes and certificated residual interests, of which $25 million and $43 million were classified as held-to-maturity securities at September 30, 2019, and December 31, 2018, respectively, and $2 million were classified as other assets at both September 30, 2019, and December 31, 2018. These assets represent our five percent interest in the credit risk of the assets underlying asset-backed securitizations.

(f)

Maximum exposure to loss represents the current unpaid principal balance of outstanding loans, retained notes, certificated residual interests, as well as certain noncertificated interests retained from the sale of automotive finance receivables. This measure is based on the very unlikely event that all of our sold loans have defects that would trigger a representation and warranty provision and the underlying collateral supporting the loans becomes worthless. This required disclosure is not an indication of our expected loss.


(g)	Amounts are classified as other assets.


(h)	Amounts are classified as accrued expenses and other liabilities.

(i)

For certain nonconsolidated affordable housing entities, maximum exposure to loss represents the yield we guaranteed investors through long-term guarantee contracts. The amount disclosed is based on the unlikely event that the underlying properties cease generating yield to investors and the yield delivered to investors in the form of low income tax housing credits is recaptured. For nonconsolidated equity investments, maximum exposure to loss represents our outstanding investment, additional committed capital, and low income housing tax credits subject to recapture. The amount disclosed is based on the unlikely event that our committed capital is funded, our investments become worthless, and the tax credits previously delivered to us are recaptured. This required disclosure is not an indication of our expected loss.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Cash Flows with Off-balance Sheet Securitization Entities

The following table summarizes cash flows received and paid related to SPEs and asset-backed financings where the transfer is accounted for as a sale and we have a continuing involvement with the transferred consumer automotive assets (e.g., servicing) that were outstanding during the nine months ended September 30, 2019, and 2018. Additionally, this table contains information regarding cash flows received from and paid to nonconsolidated SPEs that existed during each period.



Nine months ended September 30, ($ in millions)	Consumer automotive			Consumer mortgage
2019
Cash flows received on retained interests in securitization entities	$	18		$	—
Servicing fees	8			—
Cash disbursements for repurchases during the period	(2		)	—
2018
Cash proceeds from transfers completed during the period	$	24		$	—
Cash flows received on retained interests in securitization entities	13			—
Servicing fees	14			—
Cash disbursements for repurchases during the period	(3		)	—
Representations and warranty recoveries	—			2

Delinquencies and Net Credit Losses

The following tables present quantitative information about delinquencies and net credit losses for off-balance sheet securitizations and whole-loan sales where we have continuing involvement.



	Total amount				Amount 60 days or more past due
($ in millions)	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Off-balance sheet securitization entities
Consumer automotive	$	561	$	1,235	$	7	$	13
Whole-loan sales (a)
Consumer automotive	297		634		2		3
Total	$	858	$	1,869	$	9	$	16


(a)	Whole-loan sales are not part of a securitization transaction, but represent consumer automotive pools of loans sold to third-party investors.



	Net credit losses
	Three months ended September 30,				Nine months ended September 30,
($ in millions)	2019		2018		2019		2018
Off-balance sheet securitization entities
Consumer automotive	$	1	$	2	$	5	$	7
Whole-loan sales (a)
Consumer automotive	—		1		1		2
Total	$	1	$	3	$	6	$	9


(a)	Whole-loan sales are not part of a securitization transaction, but represent consumer automotive pools of loans sold to third-party investors.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

10. Other Assets

The components of other assets were as follows.



($ in millions)	September 30, 2019			December 31, 2018
Property and equipment at cost	$	1,294		$	1,250
Accumulated depreciation	(662		)	(686		)
Net property and equipment	632			564
Nonmarketable equity investments (a)	1,243			1,410
Investment in qualified affordable housing projects (b)	784			649
Restricted cash held for securitization trusts (c)	666			965
Accrued interest, fees, and rent receivables	594			599
Equity-method investments (d)	322			262
Goodwill (e)	240			240
Other accounts receivable	118			203
Fair value of derivative contracts in receivable position (f)	94			41
Restricted cash and cash equivalents (g)	88			124
Net deferred tax assets	75			317
Cash collateral placed with counterparties	6			26
Other assets	928			753
Total other assets	$	5,790		$	6,153

(a)

Includes investments in FHLB stock of $711 million and $903 million at September 30, 2019, and December 31, 2018, respectively; Federal Reserve Bank (FRB) stock of $449 million and $448 million at September 30, 2019, and December 31, 2018, respectively; and equity securities without a readily determinable fair value of $83 million and $59 million at September 30, 2019, and December 31, 2018, respectively, measured at cost with adjustments for impairment and observable changes in price. During the three months and nine months ended September 30, 2019, we recorded $2 million and $9 million, respectively, of upward adjustments related to equity securities without a readily determinable fair value. Through September 30, 2019, we recorded $9 million of cumulative upward adjustments and $3 million of cumulative impairments and downward adjustments related to equity securities without a readily determinable fair value.

(b)

Investment in qualified affordable housing projects are accounted for using the proportional amortization method of accounting and include $350 million and $319 million of unfunded commitments to provide additional capital contributions to investees at September 30, 2019, and December 31, 2018, respectively. Substantially all of the unfunded commitments at September 30, 2019, are expected to be paid out over the next five years.


(c)	Includes restricted cash collected from customer payments on securitized receivables, which are distributed by us to investors as payments on the related secured debt, and cash reserve deposits utilized as a form of credit enhancement for various securitization transactions.


(d)	Primarily relates to investments made in connection with our Community Reinvestment Act (CRA) program.

(e)

Includes goodwill of $27 million within our Insurance operations at both September 30, 2019, and December 31, 2018; $193 million within Corporate and Other at both September 30, 2019, and December 31, 2018; and $20 million within Automotive Finance operations at both September 30, 2019, and December 31, 2018. No changes to the carrying amount of goodwill were recorded during the nine months ended September 30, 2019.


(f)	For additional information on derivative instruments and hedging activities, refer to Note 17.


(g)	Primarily represents a number of arrangements with third parties where certain restrictions are placed on balances we hold due to collateral agreements associated with operational processes with a third-party bank, or letter of credit arrangements and corresponding collateral requirements.

11. Deposit Liabilities

Deposit liabilities consisted of the following.



($ in millions)	September 30, 2019		December 31, 2018
Noninterest-bearing deposits	$	156	$	142
Interest-bearing deposits
Savings and money-market checking accounts	61,285		56,050
Certificates of deposit	57,788		49,985
Other deposits	1		1
Total deposit liabilities	$	119,230	$	106,178

At September 30, 2019, and December 31, 2018, certificates of deposit included $24.8 billion and $21.0 billion, respectively, of those in denominations of $100 thousand or more. At September 30, 2019, and December 31, 2018, certificates of deposit included $7.5 billion and $6.1 billion, respectively, of those in denominations in excess of $250 thousand federal insurance limits.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

12. Debt

Short-term Borrowings

The following table presents the composition of our short-term borrowings portfolio.



	September 30, 2019						December 31, 2018
($ in millions)	Unsecured		Secured (a)		Total		Unsecured		Secured (a)		Total
Demand notes	$	2,501	$	—	$	2,501	$	2,477	$	—	$	2,477
Federal Home Loan Bank	—		2,375		2,375		—		6,825		6,825
Securities sold under agreements to repurchase	—		459		459		—		685		685
Total short-term borrowings	$	2,501	$	2,834	$	5,335	$	2,477	$	7,510	$	9,987


(a)	Refer to the section below titled Long-term Debt for further details on assets restricted as collateral for payment of the related debt.

We periodically enter into term repurchase agreements—short-term borrowing agreements in which we sell securities to one or more investors while simultaneously committing to repurchase them at a specified future date, at the stated price plus accrued interest. As of September 30, 2019, the securities sold under agreements to repurchase consisted of $459 million of agency mortgage-backed residential debt securities set to mature as follows: $145 million within 30 days, $170 million within 31 to 60 days, and $144 million within 61 to 90 days. Refer to Note 6 and Note 20 for further details.

The primary risk associated with these repurchase agreements is that the counterparty will be unable to perform under the terms of the contract. As the borrower, we are exposed to the excess market value of the securities pledged over the amount borrowed. Daily mark-to-market collateral management is designed to limit this risk to the initial margin. However, should a counterparty declare bankruptcy or become insolvent, we may incur additional delays and costs. In some instances, we may place or receive cash collateral with counterparties under collateral arrangements associated with our repurchase agreements. At September 30, 2019, we placed cash collateral totaling $6 million and did not receive cash or noncash collateral. At December 31, 2018, we did not place any collateral, and we received cash collateral totaling $8 million and noncash collateral totaling $4 million.

Long-term Debt

The following table presents the composition of our long-term debt portfolio.



	September 30, 2019						December 31, 2018
($ in millions)	Unsecured		Secured		Total		Unsecured		Secured		Total
Long-term debt (a)
Due within one year	$	3,044	$	6,876	$	9,920	$	1,663	$	7,313	$	8,976
Due after one year	9,049		16,761		25,810		10,444		24,773		35,217
Total long-term debt (b) (c)	$	12,093	$	23,637	$	35,730	$	12,107	$	32,086	$	44,193


(a)	Includes basis adjustments related to the application of hedge accounting.


(b)	Includes $2.6 billion of trust preferred securities at both September 30, 2019, and December 31, 2018.


(c)	Includes advances net of hedge basis adjustment from the FHLB of Pittsburgh of $14.0 billion and $14.9 billion at September 30, 2019, and December 31, 2018, respectively.

The following table presents the scheduled remaining maturity of long-term debt at September 30, 2019, assuming no early redemptions will occur. The amounts below include adjustments to the carrying value resulting from the application of hedge accounting. The actual payment of secured debt may vary based on the payment activity of the related pledged assets.



($ in millions)	2019			2020			2021			2022			2023			2024 and thereafter			Total
Unsecured
Long-term debt	$	834		$	2,258		$	699		$	1,095		$	15		$	8,303		$	13,204
Original issue discount	(11		)	(43		)	(48		)	(52		)	(59		)	(898		)	(1,111		)
Total unsecured	823			2,215			651			1,043			(44		)	7,405			12,093
Secured
Long-term debt	1,486			6,695			9,342			5,417			539			158			23,637
Total long-term debt	$	2,309		$	8,910		$	9,993		$	6,460		$	495		$	7,563		$	35,730

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

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



	September 30, 2019					December 31, 2018
($ in millions)	Total (a)			Ally Bank		Total (a)			Ally Bank
Investment securities (b)	$	3,386		$	3,386	$	10,280		$	9,564
Mortgage assets held-for-investment and lending receivables	16,820			16,820		16,498			16,498
Consumer automotive finance receivables	12,130			9,516		17,015			9,715
Commercial automotive finance receivables	13,759			13,759		15,563			15,563
Operating leases	67			—		170			—
Total assets restricted as collateral (c) (d)	$	46,162		$	43,481	$	59,526		$	51,340
Secured debt	$	26,471	(e)	$	24,138	$	39,596	(e)	$	32,072


(a)	Ally Bank is a component of the total column.


(b)	A portion of the restricted investment securities at September 30, 2019, and December 31, 2018, were restricted under repurchase agreements. Refer to the section above titled Short-term Borrowings for information on the repurchase agreements.

(c)

Ally Bank has an advance agreement with the FHLB, and had assets pledged to secure borrowings that were restricted as collateral to the FHLB totaling $24.7 billion and $30.8 billion at September 30, 2019, and December 31, 2018, respectively. These assets were composed primarily of consumer mortgage finance receivables and loans and investment securities. Ally Bank has access to the FRB Discount Window and had assets pledged and restricted as collateral to the FRB totaling $2.4 billion at both September 30, 2019, and December 31, 2018. These assets were composed of consumer automotive finance receivables and loans. 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.


(d)	Excludes restricted cash and cash reserves for securitization trusts recorded within other assets on the Condensed Consolidated Balance Sheet. Refer to Note 10 for additional information.


(e)	Includes $2.8 billion and $7.5 billion of short-term borrowings at September 30, 2019, and December 31, 2018, respectively.

Trust Preferred Securities

At both September 30, 2019, and December 31, 2018, we had issued and outstanding approximately $2.6 billion in aggregate liquidation preference of 8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 (Series 2 TRUPS). Each Series 2 TRUPS security has a liquidation amount of $25. Distributions are cumulative and are payable until redemption at the applicable coupon rate. Distributions are payable at an annual rate equal to three-month London interbank offered rate plus 5.785% payable quarterly in arrears. Ally has the right to defer payments of interest for a period not exceeding 20 consecutive quarters. The Series 2 TRUPS have no stated maturity date, but must be redeemed upon the redemption or maturity of the related debentures (Debentures), which mature on February 15, 2040. Ally at any time may redeem the Series 2 TRUPS at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest through the date of redemption. The Series 2 TRUPS are generally nonvoting, other than with respect to certain limited matters. During any period in which any Series 2 TRUPS remain outstanding but in which distributions on the Series 2 TRUPS have not been fully paid, none of Ally or its subsidiaries will be permitted to (i) declare or pay dividends on, make any distributions with respect to, or redeem, purchase, acquire or otherwise make a liquidation payment with respect to, any of Ally’s capital stock or make any guarantee payment with respect thereto; or (ii) make any payments of principal, interest, or premium on, or repay, repurchase or redeem, any debt securities or guarantees that rank on a parity with or junior in interest to the Debentures with certain specified exceptions in each case. The Series 2 TRUPS were issued prior to October 4, 2010, under the Emergency Economic Stabilization Act of 2008 and are not subject to phase-out from additional Tier 1 capital into Tier 2 capital. The amount of Series 2 TRUPS included in Ally’s Tier 1 capital was $2.5 billion at September 30, 2019. The amount represents the carrying amount of the Series 2 TRUPS less our common stock investment in the trust.

Funding Facilities

We utilize both committed secured credit facilities and other collateralized funding vehicles. The debt outstanding under our various funding facilities is included on our Condensed Consolidated Balance Sheet.

The total capacity in our credit facilities is provided by banks through private transactions. The facilities can be revolving in nature, generally having an original tenor ranging from 364 days to two years, and allow for additional funding during the commitment period, or they can be amortizing and not allow for any further funding after the commitment period. At September 30, 2019, all of our $2.7 billion of capacity was revolving and of this balance, $1.7 billion was from facilities with a remaining tenor greater than 364 days.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Committed Secured Credit Facilities



	Outstanding				Unused capacity (a)				Total capacity
($ in millions)	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Bank funding
Secured	$	—	$	3,500	$	—	$	1,300	$	—	$	4,800
Parent funding
Secured	700		3,165		1,950		635		2,650		3,800
Total committed secured credit facilities	$	700	$	6,665	$	1,950	$	1,935	$	2,650	$	8,600


(a)	Funding from committed secured credit facilities is available on request in the event excess collateral resides in certain facilities or the extent incremental collateral is available and contributed to the facilities.

13. Accrued Expenses and Other Liabilities

The components of accrued expenses and other liabilities were as follows.



($ in millions)	September 30, 2019		December 31, 2018
Accounts payable	$	1,231	$	516
Unfunded commitments for investment in qualified affordable housing projects	350		319
Employee compensation and benefits	255		255
Reserves for insurance losses and loss adjustment expenses	135		134
Cash collateral received from counterparties	61		41
Deferred revenue	26		27
Fair value of derivative contracts in payable position (a)	3		37
Other liabilities	539		347
Total accrued expenses and other liabilities	$	2,600	$	1,676


(a)	For additional information on derivative instruments and hedging activities, refer to Note 17.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

14. Accumulated Other Comprehensive (Loss) Income

The following table presents changes, net of tax, in each component of accumulated other comprehensive (loss) income.



	Three months ended September 30,
($ 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 (loss) income
Balance at July 1, 2018	$	(598	)	$	19	$	28	$	(97	)	$	(648	)
Net change	(133		)	—		—		—			(133		)
Balance at September 30, 2018	$	(731	)	$	19	$	28	$	(97	)	$	(781	)
Balance at July 1, 2019	$	133		$	19	$	28	$	(96	)	$	84
Net change	105			—		1		—			106
Balance at September 30, 2019	$	238		$	19	$	29	$	(96	)	$	190



	Nine months ended September 30,
($ 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 (loss) income
Balance at December 31, 2017	$	(173	)	$	16		$	11	$	(89	)	$	(235	)
Cumulative effect of changes in accounting principles, net of tax
Adoption of Accounting Standards Update 2016-01	27			—			—		—			27
Adoption of Accounting Standards Update 2018-02	(40		)	4			—		(6		)	(42		)
Balance at January 1, 2018	(186		)	20			11		(95		)	(250		)
Net change	(545		)	(1		)	17		(2		)	(531		)
Balance at September 30, 2018	$	(731	)	$	19		$	28	$	(97	)	$	(781	)
Balance at December 31, 2018	$	(481	)	$	18		$	19	$	(95	)	$	(539	)
Cumulative effect of changes in accounting principles, net of tax (c)
Adoption of Accounting Standards Update 2017-08	8			—			—		—			8
Balance at January 1, 2019	(473		)	18			19		(95		)	(531		)
Net change	711			1			10		(1		)	721
Balance at September 30, 2019	$	238		$	19		$	29	$	(96	)	$	190


(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 17.


(c)	Refer to the section titled Recently Adopted Accounting Standards in Note 1 for additional information.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables present the before- and after-tax changes in each component of accumulated other comprehensive income (loss).



Three months ended September 30, 2019 ($ in millions)	Before tax				Tax effect				After tax
Investment securities
Net unrealized gains arising during the period	$	165			$	(39	)		$	126
Less: Net realized gains reclassified to income from continuing operations	27			(a)	(6		)	(b)	21
Net change	138				(33		)		105
Translation adjustments
Net unrealized losses arising during the period	(2		)		1				(1		)
Net investment hedges (c)
Net unrealized gains arising during the period	2				(1		)		1
Cash flow hedges (c)
Net unrealized gains arising during the period	5				(1		)		4
Less: Net realized gains reclassified to income from continuing operations	3				—				3
Net change	2				(1		)		1
Other comprehensive income	$	140			$	(34	)		$	106


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


(b)	Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.


(c)	For additional information on derivative instruments and hedging activities, refer to Note 17.



Three months ended September 30, 2018 ($ in millions)	Before tax				Tax effect				After tax
Investment securities
Net unrealized losses arising during the period	$	(174	)		$	41			$	(133	)
Less: Net realized gains reclassified to income from continuing operations	1			(a)	(1		)	(b)	—
Net change	(175		)		42				(133		)
Translation adjustments
Net unrealized gains arising during the period	2				(1		)		1
Net investment hedges (c)
Net unrealized losses arising during the period	(2		)		1				(1		)
Cash flow hedges (c)
Net unrealized losses arising during the period	(1		)		1				—
Other comprehensive loss	$	(176	)		$	43			$	(133	)


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


(b)	Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.


(c)	For additional information on derivative instruments and hedging activities, refer to Note 17.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, 2019 ($ in millions)	Before tax				Tax effect				After tax
Investment securities
Net unrealized gains arising during the period	$	990			$	(233	)		$	757
Less: Net realized gains reclassified to income from continuing operations	60			(a)	(14		)	(b)	46
Net change	930				(219		)		711
Translation adjustments
Net unrealized gains arising during the period	4				(1		)		3
Net investment hedges (c)
Net unrealized losses arising during the period	(3		)		1				(2		)
Cash flow hedges (c)
Net unrealized gains arising during the period	26				(6		)		20
Less: Net realized gains reclassified to income from continuing operations	12				(2		)		10
Net change	14				(4		)		10
Defined benefit pension plans
Net unrealized losses arising during the period	(1		)		—				(1		)
Other comprehensive income	$	944			$	(223	)		$	721


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


(b)	Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.


(c)	For additional information on derivative instruments and hedging activities, refer to Note 17.



Nine months ended September 30, 2018 ($ in millions)	Before tax				Tax effect				After tax
Investment securities
Net unrealized losses arising during the period	$	(705	)		$	166			$	(539	)
Less: Net realized gains reclassified to income from continuing operations	8			(a)	(2		)	(b)	6
Net change	(713		)		168				(545		)
Translation adjustments
Net unrealized losses arising during the period	(6		)		1				(5		)
Net investment hedges (c)
Net unrealized gains arising during the period	5				(1		)		4
Cash flow hedges (c)
Net unrealized gains arising during the period	22				(5		)		17
Defined benefit pension plans
Net unrealized losses arising during the period	(2		)		—				(2		)
Other comprehensive loss	$	(694	)		$	163			$	(531	)


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


(b)	Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.


(c)	For additional information on derivative instruments and hedging activities, refer to Note 17.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

15. Earnings per Common Share

The following table presents the calculation of basic and diluted earnings per common share.



	Three months ended September 30,				Nine months ended September 30,
($ in millions, except per share data; shares in thousands) (a)	2019		2018		2019			2018
Net income from continuing operations attributable to common stockholders	$	381	$	374	$	1,340		$	974
Loss from discontinued operations, net of tax	—		—		(3		)	(1		)
Net income attributable to common stockholders	$	381	$	374	$	1,337		$	973
Basic weighted-average common shares outstanding (b)	390,205		422,187		397,427			429,625
Diluted weighted-average common shares outstanding (b)	392,604		424,784		399,442			432,038
Basic earnings per common share
Net income from continuing operations	$	0.98	$	0.89	$	3.37		$	2.27
Loss from discontinued operations, net of tax	—		—		(0.01		)	—
Net income	$	0.97	$	0.89	$	3.36		$	2.26
Diluted earnings per common share
Net income from continuing operations	$	0.97	$	0.88	$	3.35		$	2.25
Loss from discontinued operations, net of tax	—		—		(0.01		)	—
Net income	$	0.97	$	0.88	$	3.35		$	2.25


(a)	Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.


(b)	Includes shares related to share-based compensation that vested but were not yet issued.

16. Regulatory Capital and Other Regulatory Matters

Basel Capital Framework

The FRB and other U.S. banking agencies have adopted risk-based and leverage capital standards that establish minimum capital-to-asset ratios for BHCs, like Ally, and depository institutions, like Ally Bank. The risk-based capital ratios are based on a banking organization’s risk-weighted assets (RWAs), which are generally determined under the standardized approach applicable to Ally and Ally Bank by (1) assigning on-balance sheet exposures to broad risk-weight categories according to the counterparty or, if relevant, the guarantor or collateral (with higher risk weights assigned to categories of exposures perceived as representing greater risk), and (2) multiplying off-balance sheet exposures by specified credit conversion factors to calculate credit equivalent amounts and assigning those credit equivalent amounts to the relevant risk-weight categories. The leverage ratio, in contrast, is based on an institution’s average unweighted on-balance sheet exposures.

Ally and Ally Bank are subject to capital requirements issued by U.S. banking regulators that require us to maintain risk-based and leverage capital ratios above minimum levels. As of January 1, 2015, Ally and Ally Bank became subject to the rules implementing the 2010 Basel III capital framework in the United States (U.S. Basel III), which generally reflects higher capital requirements, capital buffers, and changes to regulatory capital definitions, deductions, and adjustments, relative to the predecessor requirements implementing the Basel I capital framework in the United States. Certain aspects of U.S. Basel III, including the capital buffers, were subject to a phase-in period through December 31, 2018.

Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Condensed Consolidated Financial Statements or the results of operations and financial condition of Ally and Ally Bank. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we and Ally Bank must meet specific capital guidelines that involve quantitative measures of capital, assets, and certain off-balance sheet items. These measures and related classifications, which are used in the calculation of our risk-based and leverage capital ratios and those of Ally Bank, are also subject to qualitative judgments by the regulators about the components of capital, the risk weightings of assets and other exposures, and other factors. The FRB also uses these ratios and guidelines as part of the capital planning and stress testing processes. In addition, in order for Ally to maintain its status as an FHC, Ally and its bank subsidiary, Ally Bank, must remain well capitalized and well managed, as defined under applicable laws. The well capitalized standard for insured depository institutions, such as Ally Bank, reflects the capital requirements under U.S. Basel III.

Under U.S. Basel III, Ally and Ally Bank must maintain a minimum Common Equity Tier 1 risk-based capital ratio of 4.5%, a minimum Tier 1 risk-based capital ratio of 6%, and a minimum total risk-based capital ratio of 8%. In addition to these minimum risk-based capital ratios, Ally and Ally Bank are subject to a capital conservation buffer of more than 2.5%. Failure to maintain the full amount of the buffer would result in restrictions on the ability of Ally and Ally Bank to make capital distributions, including dividend payments and stock repurchases and redemptions, and to pay discretionary bonuses to executive officers. U.S. Basel III also subjects Ally and Ally Bank to a minimum Tier 1 leverage ratio of 4%.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

U.S. Basel III also revised the eligibility criteria for regulatory capital instruments and provides for the phase-out of instruments that had previously been recognized as capital but that do not satisfy these criteria. For example, subject to certain exceptions (e.g., certain debt or equity issued to the U.S. government under the Emergency Economic Stabilization Act), trust preferred and other hybrid securities were excluded from a BHC’s Tier 1 capital as of January 1, 2016. Also, subject to a phase-in schedule, certain items are deducted from Common Equity Tier 1 capital under U.S. Basel III that had not previously been deducted from regulatory capital, and certain other deductions from regulatory capital have been modified. Among other things, U.S. Basel III requires significant investments in the common stock of unconsolidated financial institutions, mortgage servicing assets (MSAs), and certain deferred tax assets (DTAs) that exceed specified individual and aggregate thresholds to be deducted from Common Equity Tier 1 capital. U.S. Basel III also revised the standardized approach for calculating RWAs by, among other things, modifying certain risk weights and the methods for calculating RWAs for certain types of assets and exposures.

Ally and Ally Bank are subject to the U.S. Basel III standardized approach for counterparty credit risk, but not to the U.S. Basel III advanced approaches for credit risk or operational risk. Ally is also not subject to the U.S. market risk capital rule, which applies only to banking organizations with significant trading assets and liabilities.

The following table summarizes our capital ratios under the U.S. Basel III capital framework.



	September 30, 2019				December 31, 2018				Required minimum (a)		Well-capitalized minimum
($ in millions)	Amount		Ratio		Amount		Ratio		Required minimum (a)		Well-capitalized minimum
Capital ratios
Common Equity Tier 1 (to risk-weighted assets)
Ally Financial Inc.	$	13,961	9.56	%	$	13,397	9.14	%	4.50	%	(b)
Ally Bank	16,774		12.40		16,552		12.61		4.50		6.50	%
Tier 1 (to risk-weighted assets)
Ally Financial Inc.	$	16,394	11.22	%	$	15,831	10.80	%	6.00	%	6.00	%
Ally Bank	16,774		12.40		16,552		12.61		6.00		8.00
Total (to risk-weighted assets)
Ally Financial Inc.	$	18,643	12.76	%	$	18,046	12.31	%	8.00	%	10.00	%
Ally Bank	17,995		13.30		17,620		13.42		8.00		10.00
Tier 1 leverage (to adjusted quarterly average assets) (c)
Ally Financial Inc.	$	16,394	9.12	%	$	15,831	9.00	%	4.00	%	(b)
Ally Bank	16,774		10.20		16,552		10.69		4.00		5.00	%


(a)	In addition to the minimum risk-based capital requirements for the Common Equity Tier 1 capital, Tier 1 capital, and total capital ratios, Ally and Ally Bank were required to maintain a minimum capital conservation buffer of 2.5% and 1.875% at September 30, 2019, and December 31, 2018, respectively.


(b)	Currently, there is no ratio component for determining whether a BHC is “well-capitalized.”


(c)	Federal regulatory reporting guidelines require the calculation of adjusted quarterly average assets using a daily average methodology.

At September 30, 2019, Ally and Ally Bank were “well-capitalized” and met all applicable capital requirements to which each was subject.

Recent Regulatory Developments

In October 2019, the FRB and other U.S. banking agencies issued final rules implementing targeted amendments to the Dodd-Frank Act and other financial-services laws that had been enacted in May 2018 through the Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCP Act). The final rules establish four risk-based categories of prudential standards and capital and liquidity requirements for banking organizations with $100 billion or more in total consolidated assets. The most stringent standards and requirements apply to U.S. global systemically important bank holding companies, which are assigned to Category I. The assignment of other banking organizations to the remaining three categories is based on measures of size and four other risk-based indicators: cross-jurisdictional activity, weighted short-term wholesale funding, nonbank assets, and off-balance sheet exposure. Under the final rules, Ally is designated as a Category IV firm and, as such, will be (1) made subject to supervisory stress testing on a two-year cycle rather than the current one-year cycle, (2) required to continue submitting an annual capital plan to the FRB, (3) allowed to continue excluding accumulated other comprehensive income from regulatory capital, (4) required to continue maintaining a buffer of unencumbered highly liquid assets to meet projected net cash outflows for 30 days, (5) required to conduct liquidity stress tests on a quarterly basis rather than the current monthly basis, (6) allowed to engage in more tailored liquidity risk management, including monthly rather than weekly calculations of collateral positions, the elimination of limits for activities that are not relevant to the firm, and fewer required elements of monitoring of intraday liquidity exposures, (7) exempted from company-run stress testing, the modified liquidity coverage ratio (LCR) provided weighted short-term wholesale funding remains under $50 billion, and the proposed modified net stable funding ratio, (8) allowed to remain exempted from the supplementary leverage ratio, the countercyclical capital buffer, and single counterparty credit limits, and (9) exempted from resolution planning for Ally Financial. The final rules will be effective on December 31, 2019. Relatedly, in April 2019, the Federal Deposit Insurance

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Corporation (FDIC) extended the date by which all covered insured depository institutions (CIDIs), including Ally Bank, must submit their next resolution plans to the date or dates specified by the FDIC in the future in connection with its final determination on amendments to the rule governing CIDI resolution planning.

In July 2019, the FRB and other U.S. banking agencies issued a final rule to simplify the capital treatment for MSAs, certain DTAs, and investments in the capital instruments of unconsolidated financial institutions (collectively, threshold items). Under the current capital rule, a banking organization must deduct from capital amounts of threshold items that individually exceed 10% of Common Equity Tier 1 capital. The aggregate amount of threshold items not deducted under the 10% threshold deduction but that nonetheless exceeds 15% of Common Equity Tier 1 capital minus certain deductions from and adjustments to Common Equity Tier 1 capital must also be deducted. Any amount of these MSAs and certain DTAs not deducted from Common Equity Tier 1 capital are currently risk weighted at 100%. The final rule removes the individual and aggregate deduction thresholds for threshold items and adopts a single 25% Common Equity Tier 1 capital deduction threshold for each item individually, and requires that any of the threshold items not deducted be risk weighted at 250%. The final rule also simplifies the calculation methodology for minority interests. These provisions take effect on April 1, 2020, with early adoption permitted on January 1, 2020. We do not expect these provisions to have a material impact to our capital position.

In December 2018, the FRB and other U.S. banking agencies approved a final rule to address the impact of CECL on regulatory capital by allowing BHCs and banks, including Ally, the option to phase in the day-one impact of CECL. For regulatory capital purposes, this permits us to phase in 25 percent of the capital impact of CECL in 2020 and an additional 25 percent each subsequent year until fully phased-in by the first quarter of 2023. In addition, the FRB announced that although BHCs subject to company-run stress tests as part of its Comprehensive Capital Analysis and Review (CCAR) must incorporate CECL beginning in the 2020 cycle, in order to reduce uncertainty, the FRB will maintain its current modeling framework for the allowance for loan losses in supervisory stress tests through the 2021 cycle.

In April 2018, the FRB issued a proposal to more closely align forward-looking stress testing results with the FRB’s non-stress regulatory capital requirements for banking organizations with $50 billion or more in total consolidated assets. The proposal would introduce a stress capital buffer based on firm-specific stress test performance, which would effectively replace the non-stress capital conservation buffer. The proposal would also make several changes to the CCAR process, such as eliminating the CCAR quantitative objection, narrowing the set of planned capital actions assumed to occur in the stress scenario, and eliminating the 30% dividend payout ratio as a criterion for heightened scrutiny of a firm’s capital plan. In December 2017, the Basel Committee approved revisions to the global Basel III capital framework (commonly known as Basel IV), many of which—if adopted in the United States—could heighten regulatory capital standards. At this time, how the FRB proposal and the Basel Committee revisions will be harmonized and finalized in the United States is not clear or predictable, and we continue to evaluate the impacts these proposals and revisions may have on us.

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

Capital Planning and Stress Tests

Under the final rules implementing the EGRRCP Act, Ally will be (1) subject to supervisory stress testing on a two-year cycle rather than the current one-year cycle, (2) required to continue submitting an annual capital plan to the FRB, (3) allowed to continue excluding accumulated other comprehensive income from regulatory capital, (4) exempted from company-run stress testing, and (5) allowed to remain exempted from the supplementary leverage ratio and the countercyclical capital buffer.

Ally’s annual capital plan must include an assessment of our expected uses and sources of capital and a description of all planned capital actions over a nine-quarter planning horizon, including any issuance of a debt or equity capital instrument, any dividend or other capital distribution, and any similar action that the FRB determines could have an impact on Ally’s capital. The proposed capital plan must also include a discussion of how Ally, under expected and stressful conditions, will maintain capital commensurate with its risks and above the minimum regulatory capital ratios, and will serve as a source of strength to Ally Bank. The FRB will either object to Ally’s proposed capital plan, in whole or in part, or provide a notice of non-objection. If the FRB objects to the proposed capital plan, or if certain material events occur after approval of the plan, Ally must submit a revised capital plan within 30 days. Even if the FRB does not object to our capital plan, Ally may be precluded from or limited in paying dividends or other capital distributions without the FRB’s approval under certain circumstances—for example, when we would not meet minimum regulatory capital ratios and capital buffers after giving effect to the distributions.

In October 2019, the FRB noted its intent to propose changes to the capital-plan rule, including for the purpose of providing Category IV firms like Ally with additional flexibility in developing their annual capital plans. At this time, the impacts that such a potential future proposal may have on us are not clear.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents information related to our common stock and distributions to our common stockholders over the last seven quarters.



	Common stock repurchased during period (a)			Number of common shares outstanding		Cash dividends declared per common share (b)
($ in millions, except per share data; shares in thousands)	Approximate dollar value		Number of shares	Beginning of period	End of period	Cash dividends declared per common share (b)
2018
First quarter	$	185	6,473	437,054	432,691	$	0.13
Second quarter	195		7,280	432,691	425,752	0.13
Third quarter	250		9,194	425,752	416,591	0.15
Fourth quarter	309		12,121	416,591	404,900	0.15
2019
First quarter	$	211	8,113	404,900	399,761	$	0.17
Second quarter	229		7,775	399,761	392,775	0.17
Third quarter	300		9,287	392,775	383,523	0.17


(a)	Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.


(b)	On October 7, 2019, the Ally Board of Directors (the Board) declared a quarterly cash dividend of $0.17 per share on all common stock, payable on November 15, 2019. Refer to Note 24 for further information regarding this common stock dividend.

Ally submitted its 2018 capital plan and company-run stress test results to the FRB on April 5, 2018. On June 21, 2018, we publicly disclosed summary results of the stress test under the severely adverse scenario in accordance with applicable regulatory requirements. On June 28, 2018, we received from the FRB a non-objection to our capital plan, which included increases in both our stock-repurchase program and our planned dividends. Consistent with the capital plan, the Board authorized increases in our stock-repurchase program, permitting us to repurchase up to $1.0 billion of our common stock from time to time from the third quarter of 2018 through the second quarter of 2019. On October 5, 2018, we submitted to the FRB the results of our company-run mid-cycle stress test and publicly disclosed summary results under the severely adverse scenario in accordance with applicable regulatory requirements.

Ally was not required to submit a capital plan to the FRB, participate in the supervisory stress test or CCAR, or conduct company-run stress tests during the 2019 cycle. Instead, our capital actions during this cycle are largely based on the results from our 2018 supervisory stress test. On April 1, 2019, the Board authorized an increase in our stock-repurchase program, permitting us to repurchase up to $1.25 billion of our common stock from time to time from the third quarter of 2019 through the second quarter of 2020, representing a 25% increase over our previously announced program. Additionally, on October 7, 2019, the Board declared a quarterly cash dividend of $0.17 per share of our common stock. Refer to Note 24 for further information on the most recent dividend.

Our ability to make capital distributions, including our ability to pay dividends or repurchase shares of our common stock, will continue to be subject to the FRB’s review and approval by the Board. The amount and size of any future dividends and share repurchases also will be subject to various factors, including Ally’s capital and liquidity positions, regulatory considerations, any accounting standards that affect capital or liquidity (including CECL), financial and operational performance, alternative uses of capital, common-stock price, and general market conditions, and may be suspended at any time.

17. Derivative Instruments and Hedging Activities

We enter into derivative instruments, which may include interest rate, foreign-currency, and equity swaps, futures, forwards, and options in connection with our risk-management activities. Our primary objective for utilizing derivative financial instruments is to manage interest rate risk associated with our fixed- and variable-rate assets and liabilities, foreign exchange risks related to our foreign-currency denominated assets and liabilities, and other market risks related to our investment portfolio.

Interest Rate Risk

We monitor our mix of fixed- and variable-rate assets and liabilities and may enter into interest rate swaps, forwards, futures, options, and swaptions to achieve our desired mix of fixed- and variable-rate assets and liabilities. We execute these trades to modify our exposure to interest rate risk by converting certain fixed-rate instruments to a variable-rate and certain variable-rate instruments to a fixed-rate. We use a mix of both derivatives that qualify for hedge accounting treatment and economic hedges.

Derivatives qualifying for hedge accounting can include receive-fixed swaps designated as fair value hedges of specific fixed-rate unsecured debt obligations, receive-fixed swaps designated as fair value hedges of specific fixed-rate FHLB advances, pay-fixed swaps designated as fair value hedges of securities within our available-for-sale portfolio, and pay-fixed swaps designated as fair value hedges of closed portfolios of fixed-rate held-for-investment consumer automotive loan assets in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. Other derivatives qualifying for hedge accounting consist of pay-fixed swaps designated as cash flow hedges of the expected future cash flows in the form of interest payments on certain variable-rate borrowings and deposit liabilities, receive-fixed swaps designated as cash flow hedges of the expected future cash flows in the form of interest receipts on certain securities

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

within our available-for-sale portfolio, as well as interest rate floor contracts designated as cash flow hedges of the expected future cash flows in the form of interest receipts on a portion of our dealer floorplan commercial loans.

We execute economic hedges, which may consist of interest rate swaps, interest rate caps, forwards, futures, options, and swaptions to mitigate interest rate risk.

We also enter into interest rate lock commitments and forward-sale commitments that are executed as part of our mortgage business that meet the accounting definition of a derivative.

Foreign Exchange Risk

We enter into derivative financial instrument contracts to mitigate the risk associated with variability in cash flows related to our various foreign-currency exposures.

We enter into foreign-currency forwards with external counterparties as net investment hedges of foreign exchange exposure on our investment in foreign subsidiaries. Our equity is impacted by the cumulative translation adjustments resulting from the translation of foreign subsidiary results; this impact is reflected in our accumulated other comprehensive income (loss). We also periodically enter into foreign-currency forwards to economically hedge any foreign-denominated debt, centralized lending, and foreign-denominated third-party loans. These foreign-currency forwards that are used as economic hedges are recorded at fair value with changes recorded as income offsetting the gains and losses on the associated foreign-currency transactions.

Investment Risk

We enter into equity options to economically hedge our exposure to the equity markets.

Counterparty Credit Risk

Derivative financial instruments contain an element of credit risk if counterparties are unable to meet the terms of the agreements. Credit risk associated with derivative financial instruments is measured as the net replacement cost should the counterparties that owe us under the contract completely fail to perform under the terms of those contracts, assuming no recoveries of underlying collateral as measured by the market value of the derivative financial instrument.

We manage our risk to financial counterparties through internal credit analysis, limits, and monitoring. Additionally, derivatives and repurchase agreements are entered into with approved counterparties using industry standard agreements.

We execute certain over-the-counter (OTC) derivatives such as interest rate caps and floors using bilateral agreements with financial counterparties. Bilateral agreements generally require both parties to post collateral in the event the fair values of the derivative financial instruments meet posting thresholds established under the agreements. In the event that either party defaults on the obligation, the secured party may seize the collateral. Payments related to the exchange of collateral for OTC derivatives are recognized as collateral.

We also execute certain derivatives such as interest rate swaps with clearinghouses, which requires us to post and receive collateral. For these clearinghouse derivatives, these payments are recognized as settlements rather than collateral.

Certain derivative instruments contain provisions that require us to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit-risk-related event. No such specified credit-risk-related events occurred during the three months and nine months ended September 30, 2019, or 2018.

We placed noncash collateral totaling $119 million supporting our derivative positions at September 30, 2019, compared to $26 million and $105 million of cash and noncash collateral, respectively, at December 31, 2018, in accounts maintained by counterparties. These amounts include collateral placed at clearinghouses and exclude cash and noncash collateral pledged under repurchase agreements. Refer to Note 12 for details on the repurchase agreements. The receivables for cash collateral placed are included on our Condensed Consolidated Balance Sheet in other assets.

We received cash and noncash collateral from counterparties totaling $53 million and $38 million, respectively, in accounts maintained by counterparties at September 30, 2019, compared to $30 million and $3 million of cash and noncash collateral at December 31, 2018. These amounts include collateral received from clearinghouses and exclude cash and noncash collateral pledged under repurchase agreements. Refer to Note 12 for details on repurchase agreements. The payables for cash collateral received are included on our Condensed Consolidated Balance Sheet in accrued expenses and other liabilities. Included in these amounts is noncash collateral where we have been granted the right to sell or pledge the underlying assets. We have not sold or pledged any of the noncash collateral received under these agreements.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Balance Sheet Presentation

The following table summarizes the amounts of derivative instruments reported on our Condensed Consolidated Balance Sheet. The amounts are presented on a gross basis, are segregated by derivatives that are designated and qualifying as hedging instruments or those that are not, and are further segregated by type of contract within those two categories.

Derivative contracts in a receivable and payable position exclude open trade equity on derivatives cleared through central clearing counterparties. Any associated collateral exchanged with our central clearing counterparties are treated as settlements of the derivative exposure, rather than collateral. Such payments are recognized as settlements of the derivatives contracts in a receivable and payable position on our Condensed Consolidated Balance Sheet.

Notional amounts are reference amounts from which contractual obligations are derived and are not recorded on the balance sheet. In our view, derivative notional is not an accurate measure of our derivative exposure when viewed in isolation from other factors, such as market rate fluctuations and counterparty credit risk.



	September 30, 2019						December 31, 2018
	Derivative contracts in a				Notional amount		Derivative contracts in a				Notional amount
($ in millions)	receivable position		payable position				receivable position		payable position
Derivatives designated as accounting hedges
Interest rate contracts
Swaps	$	—	$	—	$	15,451	$	—	$	—	$	24,203
Purchased options	87		—		11,100		—		—		—
Foreign exchange contracts
Forwards	—		—		141		1		—		136
Total derivatives designated as accounting hedges	87		—		26,692		1		—		24,339
Derivatives not designated as accounting hedges
Interest rate contracts
Futures and forwards	—		—		51		—		—		11
Written options	3		2		935		—		37		6,793
Purchased options	1		—		758		37		—		6,742
Total interest rate risk	4		2		1,744		37		37		13,546
Foreign exchange contracts
Futures and forwards	—		—		117		3		—		181
Total foreign exchange risk	—		—		117		3		—		181
Equity contracts
Written options	—		1		—		—		—		—
Purchased options	3		—		1		—		—		—
Total equity risk	3		1		1		—		—		—
Total derivatives not designated as accounting hedges	7		3		1,862		40		37		13,727
Total derivatives	$	94	$	3	$	28,554	$	41	$	37	$	38,066

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table presents amounts recorded on our Condensed Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges.



($ in millions)	Carrying amount of the hedged items				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged items
	Carrying amount of the hedged items				Total				Discontinued (a)
	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Assets
Available-for-sale securities (b) (c)	$	1,645	$	1,485	$	26	$	—	$	26	$	(5	)
Finance receivables and loans, net (d)	37,533		40,850		176		24		51		5
Liabilities
Long-term debt	$	12,879	$	13,001	$	120	$	67	$	127	$	67


(a)	Represents the fair value hedging adjustment on qualifying hedges for which the hedging relationship was discontinued. This represents a subset of the amounts reported in the total hedging adjustment.


(b)	The carrying amount of hedged available-for-sale securities is presented above using amortized cost. Refer to Note 6 for a reconciliation of the amortized cost and fair value of available-for-sale securities.

(c)

Includes the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The amount identified as the last of layer in the open hedge relationship was $100 million and $28 million at September 30, 2019, and December 31, 2018, respectively. There were no basis adjustments associated with the open last-of-layer relationship at both September 30, 2019, and December 31, 2018. The amount that was identified as the last of layer in the discontinued hedge relationship was $100 million as of September 30, 2019. The basis adjustment associated with the discontinued last-of-layer relationship was a $2 million asset as of September 30, 2019, which was allocated across the entire remaining pool upon termination of the hedge relationship.

(d)

The hedged item represents the carrying value of the hedged portfolio of assets. The amount identified as the last of layer in the open hedge relationship was $10.2 billion as of September 30, 2019, and $21.4 billion as of December 31, 2018. The basis adjustment associated with the open last-of-layer relationship was a $126 million asset as of September 30, 2019, and a $19 million asset as of December 31, 2018, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedge relationship. The amount that is identified as the last of layer in the discontinued hedge relationship was $12.8 billion at September 30, 2019. The basis adjustment associated with the discontinued last-of-layer relationship was a $50 million asset as of September 30, 2019, which was allocated across the entire remaining pool upon termination of the hedge relationship.

Statement of Comprehensive Income Presentation

The following table summarizes the location and amounts of gains and losses on derivative instruments not designated as accounting hedges reported in our Condensed Consolidated Statement of Comprehensive Income.



	Three months ended September 30,					Nine months ended September 30,
($ in millions)	2019		2018			2019			2018
Gain (loss) recognized in earnings
Interest rate contracts
Gain on mortgage and automotive loans, net	$	—	$	—		$	1		$	—
Other income, net of losses	—		—			(7		)	—
Total interest rate contracts	—		—			(6		)	—
Foreign exchange contracts
Other income, net of losses	1		(1		)	(2		)	5
Total foreign exchange contracts	1		(1		)	(2		)	5
Gain (loss) recognized in earnings	$	1	$	(1	)	$	(8	)	$	5

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables summarize the location and amounts of gains and losses on derivative instruments designated as fair value and cash flow hedges reported in our Condensed Consolidated Statement of Comprehensive Income.



	Interest and fees on finance receivables and loans						Interest and dividends on investment securities and other earning assets						Interest on deposits					Interest on long-term debt
Three months ended September 30, ($ in millions)	2019			2018			2019			2018			2019			2018		2019			2018
(Loss) gain on fair value hedging relationships
Interest rate contracts
Hedged fixed-rate unsecured debt	$	—		$	—		$	—		$	—		$	—		$	—	$	(36	)	$	20
Derivatives designated as hedging instruments on fixed-rate unsecured debt	—			—			—			—			—			—		36			(20		)
Hedged fixed-rate FHLB advances	—			—			—			—			—			—		—			10
Derivatives designated as hedging instruments on fixed-rate FHLB advances	—			—			—			—			—			—		—			(10		)
Hedged available-for-sale securities	—			—			17			(2		)	—			—		—			—
Derivatives designated as hedging instruments on available-for-sale securities	—			—			(17		)	2			—			—		—			—
Hedged fixed-rate consumer automotive loans	32			(9		)	—			—			—			—		—			—
Derivatives designated as hedging instruments on fixed-rate consumer automotive loans	(32		)	9			—			—			—			—		—			—
Total gain on fair value hedging relationships	—			—			—			—			—			—		—			—
(Loss) gain on cash flow hedging relationships
Interest rate contracts
Hedged deposit liabilities
Reclassified from accumulated other comprehensive income into income (loss)	—			—			—			—			(2		)	—		—			—
Hedged variable-rate borrowings
Reclassified from accumulated other comprehensive income into income (loss)	—			—			—			—			—			—		4			—
Total (loss) gain on cash flow hedging relationships	$	—		$	—		$	—		$	—		$	(2	)	$	—	$	4		$	—
Total amounts presented in the Condensed Consolidated Statement of Comprehensive Income	$	1,859		$	1,708		$	237		$	198		$	658		$	462	$	378		$	451

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Interest and fees on finance receivables and loans						Interest and dividends on investment securities and other earning assets						Interest on deposits					Interest on long-term debt
Nine months ended September 30, ($ in millions)	2019			2018			2019			2018			2019			2018		2019			2018
(Loss) gain on fair value hedging relationships
Interest rate contracts
Hedged fixed-rate unsecured debt	$	—		$	—		$	—		$	—		$	—		$	—	$	(55	)	$	64
Derivatives designated as hedging instruments on fixed-rate unsecured debt	—			—			—			—			—			—		55			(63		)
Hedged fixed-rate FHLB advances	—			—			—			—			—			—		—			53
Derivatives designated as hedging instruments on fixed-rate FHLB advances	—			—			—			—			—			—		—			(53		)
Hedged available-for-sale securities	—			—			29			(7		)	—			—		—			—
Derivatives designated as hedging instruments on available-for-sale securities	—			—			(29		)	7			—			—		—			—
Hedged fixed-rate consumer automotive loans	173			(60		)	—			—			—			—		—			—
Derivatives designated as hedging instruments on fixed-rate consumer automotive loans	(173		)	60			—			—			—			—		—			—
Total gain on fair value hedging relationships	—			—			—			—			—			—		—			1
(Loss) gain on cash flow hedging relationships
Interest rate contracts
Hedged deposit liabilities
Reclassified from accumulated other comprehensive income into income	—			—			—			—			(1		)	—		—			—
Hedged variable-rate borrowings
Reclassified from accumulated other comprehensive income into income	—			—			—			—			—			—		12			—
Total (loss) gain on cash flow hedging relationships	$	—		$	—		$	—		$	—		$	(1	)	$	—	$	12		$	—
Total amounts presented in the Condensed Consolidated Statement of Comprehensive Income	$	5,526		$	4,898		$	721		$	562		$	1,901		$	1,212	$	1,204		$	1,296

During the next twelve months, we estimate $5 million of losses will be reclassified into pretax earnings from derivatives designated as cash flow hedges.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables summarize the location and amounts of gains and losses related to interest and amortization on derivative instruments designated as fair value and cash flow hedges reported in our Condensed Consolidated Statement of Comprehensive Income.



	Interest and fees on finance receivables and loans						Interest and dividends on investment securities and other earning assets					Interest on deposits				Interest on long-term debt
Three months ended September 30, ($ in millions)	2019			2018			2019			2018		2019		2018		2019			2018
Gain (loss) on fair value hedging relationships
Interest rate contracts
Amortization of deferred unsecured debt basis adjustments	$	—		$	—		$	—		$	—	$	—	$	—	$	6		$	13
Interest for qualifying accounting hedges of unsecured debt	—			—			—			—		—		—		—			3
Amortization of deferred secured debt basis adjustments (FHLB advances)	—			—			—			—		—		—		(6		)	(6		)
Interest for qualifying accounting hedges of secured debt (FHLB advances)	—			—			—			—		—		—		—			2
Amortization of deferred basis adjustments of available-for-sale securities	—			—			(1		)	—		—		—		—			—
Interest for qualifying accounting hedges of available-for-sale securities	—			—			2			—		—		—		—			—
Amortization of deferred loan basis adjustments	(8		)	(3		)				—		—		—		—			—
Interest for qualifying accounting hedges of consumer automotive loans held-for-investment	10			7			—			—		—		—		—			—
Total gain on fair value hedging relationships	2			4			1			—		—		—		—			12
Gain on cash flow hedging relationships
Interest rate contracts
Interest for qualifying accounting hedges of variable-rate borrowings	—			—			—			—		—		—		—			3
Interest for qualifying accounting hedges of deposit liabilities	—			—			—			—		—		2		—			—
Total gain on cash flow hedging relationships	$	—		$	—		$	—		$	—	$	—	$	2	$	—		$	3

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Interest and fees on finance receivables and loans						Interest and dividends on investment securities and other earning assets						Interest on deposits				Interest on long-term debt
Nine months ended September 30, ($ in millions)	2019			2018			2019			2018			2019		2018		2019			2018
Gain (loss) on fair value hedging relationships
Interest rate contracts
Amortization of deferred unsecured debt basis adjustments	$	—		$	—		$	—		$	—		$	—	$	—	$	18		$	42
Interest for qualifying accounting hedges of unsecured debt	—			—			—			—			—		—		—			7
Amortization of deferred secured debt basis adjustments (FHLB advances)	—			—			—			—			—		—		(17		)	(12		)
Interest for qualifying accounting hedges of secured debt (FHLB advances)	—			—			—			—			—		—		—			6
Amortization of deferred basis adjustments of available-for-sale securities	—			—			(2		)	—			—		—		—			—
Interest for qualifying accounting hedges of available-for-sale securities	—			—			2			(1		)	—		—		—			—
Amortization of deferred loan basis adjustments	(21		)	(11		)	—			—			—		—		—			—
Interest for qualifying accounting hedges of consumer automotive loans held-for-investment	27			5			—			—			—		—		—			—
Total gain (loss) on fair value hedging relationships	6			(6		)	—			(1		)	—		—		1			43
Gain on cash flow hedging relationships
Interest rate contracts
Interest for qualifying accounting hedges of variable-rate borrowings	—			—			—			—			—		—		—			6
Interest for qualifying accounting hedges of deposit liabilities	—			—			—			—			—		2		—			—
Total gain on cash flow hedging relationships	$	—		$	—		$	—		$	—		$	—	$	2	$	—		$	6

The following table summarizes the effect of cash flow hedges on accumulated other comprehensive income (loss).



	Three months ended September 30,					Nine months ended September 30,
($ in millions)	2019		2018			2019		2018
Interest rate contracts
Gain (loss) recognized in other comprehensive income (loss)	$	2	$	(1	)	$	14	$	22

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following table summarizes the effect of net investment hedges on accumulated other comprehensive income (loss) and the Condensed Consolidated Statement of Comprehensive Income.



	Three months ended September 30,					Nine months ended September 30,
($ in millions)	2019		2018			2019			2018
Foreign exchange contracts (a) (b)
Gain (loss) recognized in other comprehensive income (loss)	$	2	$	(2	)	$	(3	)	$	5


(a)	There were no amounts excluded from effectiveness testing for the three months and nine months ended September 30, 2019, or 2018.


(b)	Gains and losses reclassified from accumulated other comprehensive income (loss) are reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income. There were no amounts reclassified for the three months and nine months ended September 30, 2019, or 2018.

18. Income Taxes

We recognized income tax expense from continuing operations of $119 million and $140 million for the three months and nine months ended September 30, 2019, respectively, compared to $91 million and $280 million for the same periods in 2018.

The increase in income tax expense for the three months ended September 30, 2019, compared to the same period in 2018, was primarily due to a nonrecurring tax benefit from the release of valuation allowance against state net operating loss carryforwards as a result of a state tax law enactment in the third quarter of 2018 and the tax effects of an increase in pretax earnings. The decrease in income tax expense for the nine months ended September 30, 2019, compared to the same period in 2018, was primarily due to a release of valuation allowance on foreign tax credit carryforwards during the second quarter of 2019. The valuation allowance release was primarily driven by our current capacity to engage in certain securitization transactions and the market demand from investors related to these transactions, coupled with the anticipated timing of the forecasted expiration of certain tax credit carryforwards. This release of valuation allowance resulted in a significant variation in the customary relationship between pretax income and income tax expense. Additionally, the decrease in income tax expense for the nine months ended September 30, 2019, compared to the same period in 2018, was partially offset by the tax effects of an increase in pretax earnings and a nonrecurring tax benefit from the release of valuation allowance against state net operating loss carryforwards as a result of a state tax law enactment in the third quarter of 2018.

As of each reporting date, we consider existing evidence, both positive and negative, that could impact our view with regard to future realization of deferred tax assets. We continue to believe it is more likely than not that the benefit for certain foreign tax credit carryforwards and state net operating loss carryforwards will not be realized. In recognition of this risk, we continue to provide a partial valuation allowance on the deferred tax assets relating to these carryforwards and it is reasonably possible that the valuation allowance may change in the next twelve months.

19. Fair Value

Fair Value Measurements

For purposes of this disclosure, fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is based on the assumptions we believe market participants would use when pricing an asset or liability. Additionally, entities are required to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring the fair value of a liability.

Judgment is used in estimating inputs to our internal valuation models used to estimate our Level 3 fair value measurements. Level 3 inputs such as interest rate movements, prepayment speeds, credit losses, and discount rates are inherently difficult to estimate. Changes to these inputs can have a significant effect on fair value measurements and amounts that could be realized.

GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.


Level 1	Inputs are quoted prices in active markets for identical assets or liabilities at the measurement date. Additionally, the entity must have the ability to access the active market, and the quoted prices cannot be adjusted by the entity.

Level 2

Inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full term of the assets or liabilities.


Level 3	Unobservable inputs are supported by little or no market activity. The unobservable inputs represent management’s best assumptions of how market participants would price the assets or liabilities. Generally, Level 3 assets and liabilities are

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.

The following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models, and significant assumptions utilized.


•	Equity Securities — Includes various marketable equity securities measured at fair value with changes in fair value recognized in net income. Measurements based on observable market prices are classified as Level 1.

•

Available-for-sale securities — All classes of 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).

•

Interests retained in financial asset sales — Includes certain noncertificated interests retained from the sale of automotive finance receivables. 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, and equity options. To determine the fair value of these instruments, we utilize the quoted market prices for the particular derivative contracts; therefore, we classified these contracts as Level 1.

We also execute OTC and centrally-cleared derivative contracts, such as interest rate swaps, swaptions, foreign-currency denominated forward contracts, caps, floors, and agency to-be-announced securities. We utilize third-party-developed valuation models that are widely accepted in the market to value these derivative contracts. The specific terms of the contract and market observable inputs (such as interest rate forward curves, interpolated volatility assumptions, or equity pricing) are used in the model. We classified these derivative contracts as Level 2 because all significant inputs into these models were market observable.

We also enter into interest rate lock commitments and forward-sale commitments that are executed as part of our mortgage business, certain of which meet the accounting definition of a derivative and therefore are recorded as derivatives on our Condensed Consolidated Balance Sheet. Because these derivatives are valued using internal pricing models with unobservable inputs, they are classified as Level 3.

We are required to consider all aspects of nonperformance risk, including our own credit standing, when measuring fair value of a liability. We reduce credit risk on the majority of our derivatives by entering into legally enforceable agreements that enable the posting and receiving of collateral associated with the fair value of our derivative positions on an ongoing basis. In the event that we do not enter into legally enforceable agreements that enable the posting and receiving of collateral, we will consider our credit risk and the credit risk of our counterparties in the valuation of derivative instruments through a credit valuation adjustment (CVA), if warranted. The CVA calculation utilizes the credit default swap spreads of the counterparty.

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Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Recurring Fair Value

The following tables display the assets and liabilities measured at fair value on a recurring basis including financial instruments elected for the fair value option. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The tables below display the hedges separately from the hedged items; therefore, they do not directly display the impact of our risk-management activities.



	Recurring fair value measurements
September 30, 2019 ($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Investment securities
Equity securities (a)	$	562	$	—	$	8	$	570
Available-for-sale securities
Debt securities
U.S. Treasury and federal agencies	2,381		1		—		2,382
U.S. States and political subdivisions	—		630		—		630
Foreign government	15		140		—		155
Agency mortgage-backed residential	—		20,108		—		20,108
Mortgage-backed residential	—		2,812		—		2,812
Agency mortgage-backed commercial	—		1,413		—		1,413
Mortgage-backed commercial	—		113		—		113
Asset-backed	—		417		—		417
Corporate debt	—		1,354		—		1,354
Total available-for-sale securities	2,396		26,988		—		29,384
Mortgage loans held-for-sale (b)	—		—		38		38
Interests retained in financial asset sales	—		—		3		3
Derivative contracts in a receivable position
Interest rate	—		88		3		91
Other	3		—		—		3
Total derivative contracts in a receivable position	3		88		3		94
Total assets	$	2,961	$	27,076	$	52	$	30,089
Liabilities
Accrued expenses and other liabilities
Derivative contracts in a payable position
Interest rate	$	—	$	1	$	1	$	2
Other	1		—		—		1
Total derivative contracts in a payable position	1		1		1		3
Total liabilities	$	1	$	1	$	1	$	3


(a)	Our investment in any one industry did not exceed 14%.


(b)	Carried at fair value due to fair value option elections.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Recurring fair value measurements
December 31, 2018 ($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Investment securities
Equity securities (a)	$	766	$	—	$	7	$	773
Available-for-sale securities
Debt securities
U.S. Treasury and federal agencies	1,850		1		—		1,851
U.S. States and political subdivisions	—		802		—		802
Foreign government	7		138		—		145
Agency mortgage-backed residential	—		17,138		—		17,138
Mortgage-backed residential	—		2,686		—		2,686
Agency mortgage-backed commercial	—		3		—		3
Mortgage-backed commercial	—		714		—		714
Asset-backed	—		723		—		723
Corporate debt	—		1,241		—		1,241
Total available-for-sale securities	1,857		23,446		—		25,303
Mortgage loans held-for-sale (b)	—		—		8		8
Interests retained in financial asset sales	—		—		4		4
Derivative contracts in a receivable position
Interest rate	—		37		—		37
Foreign currency	—		4		—		4
Total derivative contracts in a receivable position	—		41		—		41
Total assets	$	2,623	$	23,487	$	19	$	26,129
Liabilities
Accrued expenses and other liabilities
Derivative contracts in a payable position
Interest rate	$	—	$	37	$	—	$	37
Total derivative contracts in a payable position	—		37		—		37
Total liabilities	$	—	$	37	$	—	$	37


(a)	Our investment in any one industry did not exceed 9%.


(b)	Carried at fair value due to fair value option elections.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The following tables present the reconciliation for all Level 3 assets and liabilities measured at fair value on a recurring basis. There were no transfers into or out of Level 3 in the periods presented. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The Level 3 items presented below may be hedged by derivatives and other financial instruments that are classified as Level 1 or Level 2. Thus, the following tables do not fully reflect the impact of our risk-management activities.



	Level 3 recurring fair value measurements
			Net realized/unrealized (losses) gains															Fair value at September 30, 2019		Net unrealized gains still held at September 30, 2019
($ in millions)	Fair value at July 1, 2019		included in earnings				included in OCI		Purchases		Sales			Issuances		Settlements				included in earnings			included in OCI
Assets
Equity securities	$	9	$	(1	)	(a)	$	—	$	—	$	—		$	—	$	—	$	8	$	(1	)	$	—
Mortgage loans held-for-sale (b)	22		3			(c)	—		222		(209		)	—		—		38		—			—
Other assets
Interests retained in financial asset sales	3		—				—		—		—			—		—		3		—			—
Derivative assets, net of derivative liabilities	2		—				—		—		—			—		—		2		—			—
Total assets	$	36	$	2			$	—	$	222	$	(209	)	$	—	$	—	$	51	$	(1	)	$	—


(a)	Reported as other gain on investments, net, in the Condensed Consolidated Statement of Comprehensive Income.


(b)	Carried at fair value due to fair value option elections.


(c)	Reported as gain on mortgage and automotive loans, net, in the Condensed Consolidated Statement of Comprehensive Income.



	Level 3 recurring fair value measurements
	Fair value at July 1, 2018		Net realized/unrealized gains					Purchases		Sales			Issuances		Settlements			Fair value at September 30, 2018		Net unrealized losses included in earnings still held at September 30, 2018
($ in millions)			included in earnings			included in OCI
Assets
Equity securities	$	12	$	—		$	—	$	—	$	—		$	—	$	(1	)	$	11	$	(1	)
Mortgage loans held-for-sale (a)	13		2		(b)	—		86		(88		)	—		—			13		—
Other assets
Interests retained in financial asset sales	4		—			—		—		—			—		—			4		—
Derivative assets	1		—			—		—		—			—		—			1		—
Total assets	$	30	$	2		$	—	$	86	$	(88	)	$	—	$	(1	)	$	29	$	(1	)


(a)	Carried at fair value due to fair value option elections.


(b)	Reported as gain on mortgage and automotive loans, net, in the Condensed Consolidated Statement of Comprehensive Income.



	Level 3 recurring fair value measurements
			Net realized/unrealized gains															Fair value at September 30, 2019		Net unrealized gains still held at September 30, 2019
($ in millions)	Fair value at Jan. 1, 2019		included in earnings			included in OCI		Purchases		Sales			Issuances		Settlements					included in earnings		included in OCI
Assets
Equity securities	$	7	$	5	(a)	$	—	$	—	$	—		$	—	$	(4	)	$	8	$	5	$	—
Mortgage loans held-for-sale (b)	8		7		(c)	—		468		(445		)	—		—			38		—		—
Other assets
Interests retained in financial asset sales	4		—			—		—		—			—		(1		)	3		—		—
Derivative assets, net of derivative liabilities	—		2		(c)	—		—		—			—		—			2		2		—
Total assets	$	19	$	14		$	—	$	468	$	(445	)	$	—	$	(5	)	$	51	$	7	$	—


(a)	Reported as other gain on investments, net, in the Condensed Consolidated Statement of Comprehensive Income.


(b)	Carried at fair value due to fair value option elections.


(c)	Reported as gain on mortgage and automotive loans, net, in the Condensed Consolidated Statement of Comprehensive Income.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Level 3 recurring fair value measurements
	Fair value at Jan. 1, 2018		Net realized/unrealized (losses) gains						Purchases		Sales			Issuances		Settlements			Fair value at September 30, 2018		Net unrealized losses included in earnings still held at September 30, 2018
($ in millions)			included in earnings				included in OCI
Assets
Equity securities	$	19	$	(4	)	(a)	$	—	$	—	$	—		$	—	$	(4	)	$	11	$	(6	)
Mortgage loans held-for-sale (b)	13		4			(c)	—		218		(222		)	—		—			13		—
Other assets
Interests retained in financial asset sales	5		—				—		—		—			—		(1		)	4		—
Derivative assets	1		—				—		—		—			—		—			1		—
Total assets	$	38	$	—			$	—	$	218	$	(222	)	$	—	$	(5	)	$	29	$	(6	)


(a)	Reported as other loss on investments, net, in the Condensed Consolidated Statement of Comprehensive Income.


(b)	Carried at fair value due to fair value option elections.


(c)	Reported as gain on mortgage and automotive loans, net, in the Condensed Consolidated Statement of Comprehensive Income.

Nonrecurring Fair Value

We may be required to measure certain assets and liabilities at fair value from time to time. These periodic fair value measures typically result from the application of lower-of-cost or fair value accounting or certain impairment measures. These items would constitute nonrecurring fair value measures.

The following tables display assets and liabilities measured at fair value on a nonrecurring basis and still held at September 30, 2019, and December 31, 2018, respectively. The amounts are as of the end of each period presented, which approximate the fair value measurements that occurred during each period.



	Nonrecurring fair value measurements								Lower-of-cost or fair value reserve, valuation reserve, or cumulative adjustments			Total gain (loss) included in earnings
September 30, 2019 ($ in millions)	Level 1		Level 2		Level 3		Total					Total gain (loss) included in earnings
Assets
Loans held-for-sale, net	$	—	$	—	$	307	$	307	$	—		n/m	(a)
Commercial finance receivables and loans, net (b)
Automotive	—		—		48		48		(18		)	n/m	(a)
Other	—		—		17		17		(14		)	n/m	(a)
Total commercial finance receivables and loans, net	—		—		65		65		(32		)	n/m	(a)
Other assets
Nonmarketable equity investments	—		4		10		14		2			n/m	(a)
Equity-method investments	—		—		2		2		(6		)	n/m	(a)
Repossessed and foreclosed assets (c)	—		—		14		14		(1		)	n/m	(a)
Total assets	$	—	$	4	$	398	$	402	$	(37	)	n/m

n/m = not meaningful

(a)

We consider the applicable valuation allowance, loan loss allowance, or cumulative impairment 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 allowance, loan loss allowance, or cumulative impairment.


(b)	Represents the portion of the portfolio specifically impaired during 2019. 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.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Nonrecurring fair value measurements								Lower-of-cost or fair value reserve, valuation reserve, or cumulative adjustments			Total gain (loss) included in earnings
December 31, 2018 ($ in millions)	Level 1		Level 2		Level 3		Total					Total gain (loss) included in earnings
Assets
Loans held-for-sale, net
Automotive (a)	$	—	$	—	$	210	$	210	$	(2	)	n/m	(b)
Other	—		—		96		96		—			n/m	(b)
Total loans held-for-sale, net	—		—		306		306		(2		)	n/m	(b)
Commercial finance receivables and loans, net (c)
Automotive	—		—		84		84		(10		)	n/m	(b)
Other	—		—		55		55		(46		)	n/m	(b)
Total commercial finance receivables and loans, net	—		—		139		139		(56		)	n/m	(b)
Other assets
Nonmarketable equity investments	—		—		1		1		(1		)	n/m	(b)
Equity-method investments	—		—		3		3		—			n/m	(b)
Repossessed and foreclosed assets (d)	—		—		13		13		(1		)	n/m	(b)
Total assets	$	—	$	—	$	462	$	462	$	(60	)	n/m

n/m = not meaningful


(a)	Represents loans within our commercial automotive portfolio. Of this amount, $104 million was valued based upon a sales price for a transaction that closed in January 2019, and $106 million was valued using a discounted cash flow analysis, with a spread over forward interest rates as a significant unobservable input utilizing a range of 0.08–1.09% and weighted average of 0.72%.

(b)


(c)	Represents the portion of the portfolio specifically impaired during 2018. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.


(d)	The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.

Fair Value Option for Financial Assets

We elected the fair value option for an insignificant amount of conforming mortgage loans held-for-sale. We elected the fair value option to mitigate earnings volatility by better matching the accounting for the assets with the related derivatives. Our intent in electing fair value measurement was to mitigate a divergence between accounting gains or losses and economic exposure for certain assets and liabilities.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Fair Value of Financial Instruments

The following table presents the carrying and estimated fair value of financial instruments, except for those recorded at fair value on a recurring basis presented in the previous section of this note titled Recurring Fair Value. When possible, we use quoted market prices to determine fair value. Where quoted market prices are not available, the fair value is internally derived based on appropriate valuation methodologies with respect to the amount and timing of future cash flows and estimated discount rates. However, considerable judgment is required in interpreting current market data to develop the market assumptions and inputs necessary to estimate fair value. As such, the actual amount received to sell an asset or the amount paid to settle a liability could differ from our estimates. Fair value information presented herein was based on information available at September 30, 2019, and December 31, 2018.



			Estimated fair value
($ in millions)	Carrying value		Level 1		Level 2		Level 3		Total
September 30, 2019
Financial assets
Held-to-maturity securities	$	2,618	$	—	$	2,687	$	—	$	2,687
Loans held-for-sale, net	962		—		—		963		963
Finance receivables and loans, net	127,332		—		—		131,154		131,154
FHLB/FRB stock (a)	1,160		—		1,160		—		1,160
Financial liabilities
Deposit liabilities	$	59,788	$	—	$	—	$	60,364	$	60,364
Short-term borrowings	5,335		—		—		5,336		5,336
Long-term debt	35,730		—		23,336		15,221		38,557
December 31, 2018
Financial assets
Held-to-maturity securities	$	2,362	$	—	$	2,307	$	—	$	2,307
Loans held-for-sale, net	306		—		—		306		306
Finance receivables and loans, net	128,684		—		—		130,878		130,878
FHLB/FRB stock (a)	1,351		—		1,351		—		1,351
Financial liabilities
Deposit liabilities	$	51,985	$	—	$	—	$	51,997	$	51,997
Short-term borrowings	9,987		—		—		9,992		9,992
Long-term debt	44,193		—		23,846		21,800		45,646


(a)	Included in other assets on our Condensed Consolidated Balance Sheet.

20. Offsetting Assets and Liabilities

Our derivative contracts and repurchase/reverse repurchase transactions are supported by qualifying master netting and master repurchase agreements. These agreements are legally enforceable bilateral agreements that (i) create a single legal obligation for all individual transactions covered by the agreement to the nondefaulting entity upon an event of default of the counterparty, including bankruptcy, insolvency, or similar proceeding, and (ii) provide the nondefaulting entity the right to accelerate, terminate, and close-out on a net basis all transactions under the agreement and to liquidate or set off collateral promptly upon an event of default of the counterparty.

To further mitigate the risk of counterparty default related to derivative instruments, we maintain collateral agreements with certain counterparties. The agreements require both parties to maintain collateral in the event the fair values of the derivative financial instruments meet established thresholds. In the event that either party defaults on the obligation, the secured party may seize the collateral. Generally, our collateral arrangements are bilateral such that we and the counterparty post collateral for the obligation. Contractual terms provide for standard and customary exchange of collateral based on changes in the market value of the outstanding derivatives. A party posts additional collateral when their obligation rises or removes collateral when it falls, such that the net replacement cost of the nondefaulting party is covered in the event of counterparty default.

In certain instances as it relates to our derivative instruments, we have the option to report derivative assets and liabilities as well as assets and liabilities associated with cash collateral received or delivered that is governed by a master netting agreement on a net basis as long as certain qualifying criteria are met. Similarly, for our repurchase/reverse repurchase transactions, we have the option to report recognized assets and liabilities subject to a master netting agreement on a net basis if certain qualifying criteria are met. At September 30, 2019, these instruments are reported as gross assets and gross liabilities on the Condensed Consolidated Balance Sheet.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

The composition of offsetting derivative instruments, financial assets, and financial liabilities was as follows.



	Gross amounts of recognized assets/liabilities		Gross amounts offset on the Condensed Consolidated Balance Sheet		Net amounts of assets/liabilities presented on the Condensed Consolidated Balance Sheet
							Gross amounts not offset on the Condensed Consolidated Balance Sheet
September 30, 2019 ($ in millions)							Financial instruments			Collateral (a) (b) (c)			Net amount
Assets
Derivative assets in net asset positions (d)	$	91	$	—	$	91	$	(2	)	$	(86	)	$	3
Derivative assets with no offsetting arrangements	3		—		3		—			—			3
Total assets	$	94	$	—	$	94	$	(2	)	$	(86	)	$	6
Liabilities
Derivative liabilities in net liability positions (d)	$	1	$	—	$	1	$	—		$	(1	)	$	—
Derivative liabilities in net asset positions	1		—		1		(1		)	—			—
Derivative liabilities with no offsetting arrangements	1		—		1		—			—			1
Total derivative liabilities (d)	3		—		3		(1		)	(1		)	1
Securities sold under agreements to repurchase (e)	459		—		459		—			(459		)	—
Total liabilities	$	462	$	—	$	462	$	(1	)	$	(460	)	$	1


(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)

Amounts disclosed are limited to the financial asset or liability balance and, accordingly, exclude excess collateral received or pledged and noncash collateral received. There was $38 million of noncash derivative collateral pledged to us that was excluded at September 30, 2019. We do not record such collateral received on our Condensed Consolidated Balance Sheet unless certain conditions are met.


(c)	Certain agreements grant us the right to sell or pledge the noncash assets we receive as collateral. Noncash collateral pledged to us where the agreement grants us the right to sell or pledge the underlying assets had a fair value of $38 million at September 30, 2019. We have not sold or pledged any of the noncash collateral received under these agreements as of September 30, 2019.


(d)	For additional information on derivative instruments and hedging activities, refer to Note 17.


(e)	For additional information on securities sold under agreements to repurchase, refer to Note 12.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



	Gross amounts of recognized assets/liabilities		Gross amounts offset on the Condensed Consolidated Balance Sheet		Net amounts of assets/liabilities presented on the Condensed Consolidated Balance Sheet
							Gross amounts not offset on the Condensed Consolidated Balance Sheet
December 31, 2018 ($ in millions)							Financial instruments		Collateral (a) (b) (c)			Net amount
Assets
Derivative assets in net asset positions	$	41	$	—	$	41	$	—	$	(4	)	$	37
Total assets (d)	$	41	$	—	$	41	$	—	$	(4	)	$	37
Liabilities
Derivative liabilities in net liability positions (d)	$	37	$	—	$	37	$	—	$	—		$	37
Securities sold under agreements to repurchase (e)	685		—		685		—		(685		)	—
Total liabilities	$	722	$	—	$	722	$	—	$	(685	)	$	37


(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)

Amounts disclosed are limited to the financial asset or liability balance and, accordingly, exclude excess collateral received or pledged and noncash collateral received. There was $3 million of noncash derivative collateral, and $4 million of noncash collateral associated with our repurchase agreements, pledged to us that was excluded at December 31, 2018. We do not record such collateral received on our Condensed Consolidated Balance Sheet unless certain conditions are met.


(c)	Certain agreements grant us the right to sell or pledge the noncash assets we receive as collateral. Noncash collateral pledged to us where the agreement grants us the right to sell or pledge the underlying assets had a fair value of $7 million at December 31, 2018. We have not sold or pledged any of the noncash collateral received under these agreements as of December 31, 2018.


(d)	For additional information on derivative instruments and hedging activities, refer to Note 17.


(e)	For additional information on securities sold under agreements to repurchase, refer to Note 12.

21. Segment Information

Operating segments are defined as components of an enterprise that engage in business activity from which revenues are earned and expenses incurred for which discrete financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance.

We report our results of operations on a business-line basis through four operating segments: Automotive Finance operations, Insurance operations, Mortgage Finance operations, and Corporate Finance operations, with the remaining activity reported in Corporate and Other. The operating segments are determined based on the products and services offered, and reflect the manner in which financial information is currently evaluated by management. The following is a description of each of our reportable operating segments.

Automotive Finance operations — One of the largest full service automotive finance operations in the United States providing automotive financing services to consumers, automotive dealers, companies, and municipalities. Our automotive finance services include providing retail installment sales contracts, loans and operating leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, warehouse lines to automotive retailers, fleet financing, providing financing to companies and municipalities for the purchase or lease of vehicles, and vehicle-remarketing services.

Insurance operations — A complementary automotive-focused business offering both consumer finance protection and insurance products sold primarily through the automotive dealer channel, and commercial insurance products sold directly to dealers. As part of our focus on offering dealers a broad range of consumer financial and insurance products, we provide VSCs, VMCs, and GAP products. We also underwrite select commercial insurance coverages, which primarily insure dealers’ vehicle inventory.

Mortgage Finance operations — Consists of the management of held-for-investment and held-for sale consumer mortgage loan portfolios. Our held-for-investment loan portfolio includes bulk purchases of high-quality jumbo and low-to-moderate income (LMI) mortgage loans originated by third parties. Our direct-to-consumer mortgage offering, named Ally Home, consists of a variety of jumbo and conforming fixed- and adjustable-rate mortgage products with the assistance of a third-party fulfillment provider. Jumbo mortgage loans are generally held on our balance sheet and are accounted for as held-for-investment. Conforming mortgage loans are generally originated as held-for-sale and then sold to the fulfillment provider, and we retain no mortgage servicing rights associated with those loans that are sold.

Corporate Finance operations — Primarily provides senior secured leveraged cash flow and asset-based loans to mostly U.S.-based middle-market companies. Our primary focus is on businesses owned by private equity sponsors with loans typically used for leveraged buyouts, mergers and acquisitions, debt refinancing, restructurings, and working capital. We also offer a commercial real estate product to serve companies in the healthcare industry.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Corporate and Other primarily consists of centralized corporate treasury activities such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, original issue discount, and the residual impacts of our corporate funds-transfer pricing (FTP) and treasury asset liability management (ALM) activities. Corporate and Other also includes certain equity investments, which primarily consist of FHLB and FRB stock, the management of our legacy mortgage portfolio, which primarily consists of loans originated prior to January 1, 2009, and reclassifications and eliminations between the reportable operating segments. Additionally, financial results related to Ally Invest are currently included within Corporate and Other.

We utilize an FTP methodology for the majority of our business operations. The FTP methodology assigns charge rates and credit rates to classes of assets and liabilities based on expected duration and the benchmark rate curve plus an assumed credit spread. Matching duration allocates interest income and interest expense to these reportable segments so their respective results are insulated from interest rate risk. This methodology is consistent with our ALM practices, which includes managing interest rate risk centrally at a corporate level. The net residual impact of the FTP methodology is included within the results of Corporate and Other.

The information presented in our reportable operating segments is based in part on internal allocations, which involve management judgment.

Financial information for our reportable operating segments is summarized as follows.



Three months ended September 30, ($ in millions)	Automotive Finance operations		Insurance operations		Mortgage Finance operations		Corporate Finance operations		Corporate and Other			Consolidated (a)
2019
Net financing revenue (loss) and other interest income	$	1,078	$	14	$	39	$	60	$	(3	)	$	1,188
Other revenue	59		289		10		9		46			413
Total net revenue	1,137		303		49		69		43			1,601
Provision for loan losses	265		—		—		3		(5		)	263
Total noninterest expense	443		247		38		22		88			838
Income (loss) from continuing operations before income tax expense	$	429	$	56	$	11	$	44	$	(40	)	$	500
Total assets	$	115,096	$	8,478	$	16,583	$	5,275	$	36,053		$	181,485
2018
Net financing revenue and other interest income	$	956	$	14	$	44	$	50	$	43		$	1,107
Other revenue	80		282		2		14		20			398
Total net revenue	1,036		296		46		64		63			1,505
Provision for loan losses	229		—		2		8		(6		)	233
Total noninterest expense	424		241		36		20		86			807
Income (loss) from continuing operations before income tax expense	$	383	$	55	$	8	$	36	$	(17	)	$	465
Total assets	$	114,675	$	7,776	$	14,896	$	4,459	$	31,295		$	173,101


(a)	Net financing revenue and other interest income after the provision for loan losses totaled $925 million and $874 million for the three months ended September 30, 2019, and 2018, respectively.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, ($ in millions)	Automotive Finance operations		Insurance operations		Mortgage Finance operations		Corporate Finance operations		Corporate and Other			Consolidated (a)
2019
Net financing revenue and other interest income	$	3,080	$	41	$	135	$	175	$	46		$	3,477
Other revenue	188		935		16		30		105			1,274
Total net revenue	3,268		976		151		205		151			4,751
Provision for loan losses	707		—		2		29		(16		)	722
Total noninterest expense	1,344		775		111		73		246			2,549
Income (loss) from continuing operations before income tax expense	$	1,217	$	201	$	38	$	103	$	(79	)	$	1,480
Total assets	$	115,096	$	8,478	$	16,583	$	5,275	$	36,053		$	181,485
2018
Net financing revenue and other interest income	$	2,790	$	39	$	131	$	153	$	137		$	3,250
Other revenue	209		794		5		36		72			1,116
Total net revenue	2,999		833		136		189		209			4,366
Provision for loan losses	658		—		4		2		(12		)	652
Total noninterest expense	1,308		740		102		64		246			2,460
Income (loss) from continuing operations before income tax expense	$	1,033	$	93	$	30	$	123	$	(25	)	$	1,254
Total assets	$	114,675	$	7,776	$	14,896	$	4,459	$	31,295		$	173,101


(a)	Net financing revenue and other interest income after the provision for loan losses totaled $2.8 billion and $2.6 billion for the nine months ended September 30, 2019, and 2018, respectively.

22. Parent and Guarantor Condensed Consolidating Financial Statements

Certain of our senior notes issued by the parent are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of September 30, 2019, the Guarantors include Ally US LLC and IB Finance Holding Company, LLC (IB Finance), each of which fully and unconditionally guarantee the senior notes on a joint and several basis.

The following financial statements present condensed consolidating financial data for (i) Ally Financial Inc. (on a parent company-only basis); (ii) the Guarantors; (iii) the nonguarantor subsidiaries (all other subsidiaries); and (iv) a column for adjustments to arrive at (v) the information for the parent company, the Guarantors, and nonguarantors on a consolidated basis.

Investment in subsidiaries is accounted for by the parent company and the Guarantors using the equity method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company’s and Guarantors’ investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investment in subsidiaries, and intercompany balances and transactions between the parent, the Guarantors, and nonguarantors.

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q

Condensed Consolidating Statements of Comprehensive Income



Three months ended September 30, 2019 ($ in millions)	Parent			Guarantors		Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(52	)	$	—	$	1,914		$	(3	)	$	1,859
Interest and fees on finance receivables and loans — intercompany	4			—		1			(5		)	—
Interest on loans held-for-sale	—			—		8			—			8
Interest and dividends on investment securities and other earning assets	—			—		237			—			237
Interest on cash and cash equivalents	2			—		17			—			19
Interest on cash and cash equivalents — intercompany	3			—		5			(8		)	—
Operating leases	—			—		368			—			368
Total financing (loss) revenue and other interest income	(43		)	—		2,550			(16		)	2,491
Interest expense
Interest on deposits	—			—		658			—			658
Interest on short-term borrowings	15			—		18			—			33
Interest on long-term debt	215			—		163			—			378
Interest on intercompany debt	6			—		7			(13		)	—
Total interest expense	236			—		846			(13		)	1,069
Net depreciation expense on operating lease assets	1			—		233			—			234
Net financing (loss) revenue	(280		)	—		1,471			(3		)	1,188
Cash dividends from subsidiaries
Bank subsidiary	550			550		—			(1,100		)	—
Nonbank subsidiaries	52			—		(1		)	(51		)	—
Other revenue
Insurance premiums and service revenue earned	—			—		280			—			280
Gain on mortgage and automotive loans, net	1			—		9			—			10
Other gain on investments, net	2			—		25			—			27
Other income, net of losses	72			—		143			(119		)	96
Total other revenue	75			—		457			(119		)	413
Total net revenue	397			550		1,927			(1,273		)	1,601
Provision for loan losses	3			—		259			1			263
Noninterest expense
Compensation and benefits expense	9			—		287			—			296
Insurance losses and loss adjustment expenses	—			—		74			—			74
Other operating expenses	124			—		463			(119		)	468
Total noninterest expense	133			—		824			(119		)	838
Income from continuing operations before income tax expense and undistributed income (loss) of subsidiaries	261			550		844			(1,155		)	500
Income tax (benefit) expense from continuing operations	(117		)	—		236			—			119
Net income from continuing operations	378			550		608			(1,155		)	381
Income (loss) from discontinued operations, net of tax	1			—		(1		)	—			—
Undistributed income (loss) of subsidiaries
Bank subsidiary	17			17		—			(34		)	—
Nonbank subsidiaries	(15		)	—		—			15			—
Net income	381			567		607			(1,174		)	381
Other comprehensive income, net of tax	106			80		109			(189		)	106
Comprehensive income	$	487		$	647	$	716		$	(1,363	)	$	487

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Three months ended September 30, 2018 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(4	)	$	—		$	1,712		$	—		$	1,708
Interest and fees on finance receivables and loans — intercompany	3			—			2			(5		)	—
Interest on loans held-for-sale	—			—			4			—			4
Interest and dividends on investment securities and other earning assets	—			—			198			—			198
Interest on cash and cash equivalents	2			—			16			—			18
Interest on cash and cash equivalents — intercompany	1			—			3			(4		)	—
Operating leases	1			—			367			—			368
Total financing revenue and other interest income	3			—			2,302			(9		)	2,296
Interest expense
Interest on deposits	—			—			462			—			462
Interest on short-term borrowings	12			—			17			—			29
Interest on long-term debt	250			—			201			—			451
Interest on intercompany debt	5			—			4			(9		)	—
Total interest expense	267			—			684			(9		)	942
Net depreciation expense on operating lease assets	2			—			245			—			247
Net financing (loss) revenue	(266		)	—			1,373			—			1,107
Cash dividends from subsidiaries
Bank subsidiary	550			550			—			(1,100		)	—
Nonbank subsidiaries	88			—			—			(88		)	—
Other revenue
Insurance premiums and service revenue earned	—			—			258			—			258
Gain on mortgage and automotive loans, net	16			—			1			—			17
Other gain on investments, net	—			—			22			—			22
Other income, net of losses	105			—			187			(191		)	101
Total other revenue	121			—			468			(191		)	398
Total net revenue	493			550			1,841			(1,379		)	1,505
Provision for loan losses	30			—			203			—			233
Noninterest expense
Compensation and benefits expense	19			—			255			—			274
Insurance losses and loss adjustment expenses	—			—			77			—			77
Other operating expenses	175			—			472			(191		)	456
Total noninterest expense	194			—			804			(191		)	807
Income from continuing operations before income tax expense and undistributed (loss) income of subsidiaries	269			550			834			(1,188		)	465
Income tax (benefit) expense from continuing operations	(88		)	—			179			—			91
Net income from continuing operations	357			550			655			(1,188		)	374
Income from discontinued operations, net of tax	—			—			—			—			—
Undistributed (loss) income of subsidiaries
Bank subsidiary	(31		)	(31		)	—			62			—
Nonbank subsidiaries	48			—			—			(48		)	—
Net income	374			519			655			(1,174		)	374
Other comprehensive loss, net of tax	(133		)	(104		)	(133		)	237			(133		)
Comprehensive income	$	241		$	415		$	522		$	(937	)	$	241

Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

Ally Financial Inc. • Form 10-Q



Nine months ended September 30, 2019 ($ in millions)	Parent			Guarantors		Nonguarantors		Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(172	)	$	—	$	5,704	$	(6	)	$	5,526
Interest and fees on finance receivables and loans — intercompany	10			—		4		(14		)	—
Interest on loans held-for-sale	—			—		13		—			13
Interest and dividends on investment securities and other earning assets	—			—		721		—			721
Interest on cash and cash equivalents	8			—		55		—			63
Interest on cash and cash equivalents — intercompany	8			—		13		(21		)	—
Operating leases	1			—		1,091		—			1,092
Total financing (loss) revenue and other interest income	(145		)	—		7,601		(41		)	7,415
Interest expense
Interest on deposits	—			—		1,901		—			1,901
Interest on short-term borrowing