þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017 or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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38-0572512
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Title of each class
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Common Stock, par value $0.01 per share
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8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting)
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Emerging growth company
o
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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.
o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Permitted Activities
— Under the BHC Act, BHCs and their subsidiaries are generally limited to the business of banking and to closely related activities that are incident to banking. The GLB Act amended the BHC Act and provided a regulatory framework applicable to FHCs, which are BHCs that meet certain qualifications and elect FHC status. FHCs, directly or indirectly through their subsidiaries, are generally permitted to engage in a broader range of financial and related activities than those that are permissible for BHCs—for example, (1) underwriting, dealing in, and making a market in securities; (2) providing financial, investment, or economic advisory services; (3) underwriting insurance; and (4) merchant banking activities. The FRB regulates, supervises, and examines FHCs, as it does all BHCs, but insurance and securities activities conducted by an FHC or its nonbank subsidiaries are also regulated, supervised, and examined by functional regulators such as state insurance commissioners, the SEC, or FINRA. Ally’s status as an FHC allows us to provide insurance products and services, operate our SmartAuction vehicle remarketing services for third parties, and offer a range of brokerage services. To remain eligible to conduct these broader financial and related activities, Ally and Ally Bank must remain “well-capitalized” and “well-managed” as defined under applicable law. Refer to
Note 21
to the Consolidated Financial Statements and the section below titled
Basel Capital Frameworks
for additional information. In addition, our ability to expand these financial and related activities or make acquisitions generally requires that we achieve a satisfactory or better rating under the Community Reinvestment Act (CRA). Further, under the BHC Act, Ally generally may not directly or indirectly acquire control of more than 5% of any class of voting securities of any unaffiliated bank or BHC without first obtaining FRB approval.
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•
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Enhanced Prudential Standards
— Ally is subject to the enhanced prudential standards that have been established by the FRB for BHCs with total consolidated assets of $50 billion or more as required or authorized under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). Among other things, the enhanced prudential standards require Ally to maintain a buffer of unencumbered highly liquid assets to meet projected net cash outflows for 30 days over the range of liquidity stress scenarios used in internal stress tests and to comply with a number of risk management and governance requirements, including liquidity risk management standards. The enhanced prudential standards also compel Ally to engage in capital planning, stress testing, and resolution planning, all of which are further described later in this section. The FRB has reproposed but not yet finalized a rule that would subject Ally to single-counterparty credit limits and is still developing a reproposed rule that would subject Ally to an early-remediation framework. Further, under the Dodd-Frank Act, the FRB remains empowered to adopt additional enhanced prudential standards that in its judgment are appropriate, including limits on short-term debt. All the while, Congress continues to formally and informally deliberate on legislative proposals that could alter the scope or applicability of the enhanced prudential standards to Ally.
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•
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Liquidity Coverage Ratio Requirements
— The FRB and other U.S. banking agencies have adopted a liquidity coverage ratio (LCR) that is consistent with international standards developed by the Basel Committee on Banking Supervision (Basel Committee). The LCR complements the enhanced prudential standards for managing liquidity risk and establishes a minimum quantitative ratio of high-quality liquid assets to total net cash outflows over a prospective 30 calendar-day period, applicable to BHCs with $250 billion or more in total consolidated assets or $10 billion or more in foreign exposures. Ally is subject to a modified and less stringent version of the LCR that applies to BHCs with $50 billion or more but less than $250 billion in total consolidated assets and less than $10 billion of foreign exposures. Ally is required to calculate its LCR on a monthly basis and, beginning in 2017, became subject to a minimum LCR of 100%. In addition, beginning October 1, 2018, Ally will be required to comply with LCR public disclosure obligations—as prescribed by the FRB—which include quantitative information about its LCR calculation and a qualitative discussion of the factors that have a significant effect on its LCR.
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•
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Capital Adequacy Requirements
— Ally and Ally Bank are subject to various capital adequacy requirements.
Refer to
Note 21
to the Consolidated Financial Statements and the section below titled
Basel Capital Frameworks
for additional information.
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•
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Capital Planning and Stress Tests
— The FRB has adopted capital planning and stress testing requirements for large and noncomplex BHCs with total consolidated assets between $50 billion and $250 billion and total nonbank assets of less than $75 billion. As part of these enhanced prudential standards, Ally is subject to supervisory and company-run stress tests and must submit a proposed capital plan to the FRB annually in connection with its Comprehensive Capital Analysis and Review (CCAR) process. The proposed 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 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.
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•
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Resolution Planning
— As a BHC with total consolidated assets of $50 billion or more, Ally is required to submit annually to the FRB and the FDIC a plan (commonly known as a living will) for the rapid and orderly resolution of Ally and its significant legal entities under the U.S. Bankruptcy Code and other applicable insolvency laws in the event of future material financial distress or failure. If the FRB and the FDIC jointly determine that the resolution plan is not credible and the deficiencies are not adequately remedied in a timely manner, they may jointly impose on us more stringent capital, leverage, or liquidity requirements or restrictions on our growth, activities, or operations. Further, if we were to fail to address any deficiencies in our resolution plan when required, we could eventually be compelled to divest specified assets or operations. Ally submitted its most recent resolution plan to the FRB and the FDIC in December 2017. In addition, Ally Bank is required to periodically submit to the FDIC a separate resolution plan, which is similarly assessed for its credibility. Ally Bank’s next resolution plan must be submitted to the FDIC by July 1, 2018. The public versions of the resolution plans previously submitted by Ally and Ally Bank are available on the FRB’s and the FDIC’s websites.
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•
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Limitations on Bank and Bank Holding Company Dividends and Other Capital Distributions
— Federal and Utah law place a number of conditions, restrictions, and limitations on dividends and other capital distributions that may be paid by Ally Bank to IB Finance and thus indirectly to Ally. In addition, 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 after giving effect to the distributions. FRB supervisory guidance also requires BHCs such as Ally to consult with the FRB prior to increasing dividends, implementing common stock repurchase programs, or redeeming or repurchasing capital instruments. Further, the U.S. banking agencies are authorized to prohibit an insured depository institution, like Ally Bank, or a BHC, like Ally, from engaging in unsafe or unsound banking practices and, depending upon the circumstances, could find that paying a dividend or other capital distribution would constitute an unsafe or unsound banking practice.
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•
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Transactions with Affiliates
— Sections 23A and 23B of the Federal Reserve Act and the FRB’s Regulation W prevent Ally and its nonbank subsidiaries from taking undue advantage of the benefits afforded to Ally Bank as a depository institution, including its access to federal deposit insurance and the FRB’s discount window. Pursuant to these laws, “covered transactions”—including Ally Bank’s extensions of credit to and asset purchases from its affiliates—are generally subject to meaningful restrictions. For example, unless otherwise exempted, (1) covered transactions are limited to 10% of Ally Bank’s capital stock and surplus in the case of any individual affiliate and 20% of Ally Bank’s capital stock and surplus in the case of all affiliates; (2) Ally Bank’s credit transactions with an affiliate are generally subject to stringent collateralization requirements; (3) with few exceptions, Ally Bank may not purchase any “low quality asset” from an affiliate; and (4) covered transactions must be conducted on terms and conditions that are consistent with safe and sound banking practices (collectively, the Affiliate Transaction Restrictions). In addition, transactions between Ally Bank and an affiliate must be on terms and conditions that are either substantially the same as or more beneficial to Ally Bank than those prevailing at the time for comparable transactions with or involving nonaffiliates.
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•
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Source of Strength
— The Dodd-Frank Act codified the FRB’s policy requiring a BHC, like Ally, to serve as a source of financial strength for a depository institution subsidiary, like Ally Bank, and to commit resources to support the subsidiary in circumstances when Ally might not otherwise elect to do so. This commitment is also reflected in Ally Bank’s application for membership in the Federal Reserve System, as described in
Note 21
to the Consolidated Financial Statements.
The functional regulator of any nonbank subsidiary of Ally, however, may prevent that subsidiary from directly or indirectly contributing its financial support, and if that were to preclude Ally from serving as an adequate source of financial strength, the FRB may instead require the divestiture of Ally Bank and impose operating restrictions pending such a divestiture.
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•
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Single Point of Entry Resolution Authority
— Under the Dodd-Frank Act, a BHC whose failure would have serious adverse effects on the financial stability of the United States may be subjected to an FDIC-administered resolution regime called the orderly liquidation authority as an alternative to bankruptcy. If Ally were to be placed into receivership under the orderly liquidation authority, the FDIC as receiver would have considerable rights and powers in liquidating and winding up Ally, including the ability to assign assets and liabilities without the need for creditor consent or prior court review and the ability to differentiate and determine priority among creditors. In doing so, moreover, the FDIC’s primary goal would be a liquidation that mitigates risk to the financial stability of the United States and that minimizes moral hazard. In December 2013, the FDIC released its proposed Single Point of Entry strategy for the resolution of a systemically important financial institution under the orderly liquidation authority. Under this strategy, the FDIC would place the top-tier U.S. holding company in receivership, keep its operating subsidiaries open
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•
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Enforcement Authority
— The FRB possesses extensive authorities and powers to regulate and supervise the conduct of Ally’s businesses and operations. If the FRB were to take the position that Ally or any of its subsidiaries have violated any law or commitment or engaged in any unsafe or unsound practice, formal or informal corrective or enforcement actions could be taken by the FRB against Ally, its subsidiaries, and institution-affiliated parties (such as directors, officers, and agents). The UDFI and the FDIC have similarly expansive authorities and powers over Ally Bank and its subsidiaries. For example, these government authorities could order us to cease and desist from engaging in specified activities or practices or could affirmatively compel us to correct specified violations or practices. Some or all of these government authorities also would have the power, as applicable, to issue administrative orders against us that can be judicially enforced; direct us to increase capital and liquidity; limit our dividends and other capital distributions; restrict or redirect the growth of our assets, businesses, and operations; assess civil money penalties against us; remove our officers and directors; require the divestiture or the retention of assets or entities; terminate deposit insurance; or force us into bankruptcy, conservatorship, or receivership. These actions could directly affect not only Ally, its subsidiaries, and institution-affiliated parties but also Ally’s counterparties, stockholders, and creditors and its commitments, arrangements, or other dealings with them.
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•
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Mortgage Operations
— Our mortgage business is subject to extensive federal, state, and local laws, in addition to judicial and administrative decisions that impose requirements and restrictions on this business. The federal, state, and local laws to which our mortgage business is subject, among other things, impose licensing obligations and financial requirements; limit the interest rates, finance charges, and other fees that can be charged; regulate the use of credit reports and the reporting of credit information; impose underwriting requirements; regulate marketing techniques and practices; require the safeguarding of nonpublic information about customers; and regulate servicing practices, including the assessment, collection, foreclosure, claims handling, and investment and interest payments on escrow accounts.
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•
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Automotive Lending Business
— In March 2013, the CFPB issued guidance about compliance with the fair lending requirements of the Equal Credit Opportunity Act and Regulation B. The guidance is specific to the practice of indirect automotive finance companies purchasing financing contracts executed between dealers and consumers and paying dealers for the contracts at a discount below the rates dealers charge consumers. In December 2017, the Government Accountability Office (GAO) determined that the CFPB’s guidance constitutes a rule under the Congressional Review Act, which requires the CFPB to take certain steps to make the guidance effective. With the GAO’s determination, the future of the guidance is uncertain at this time.
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•
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Privacy
— The GLB Act imposes additional obligations on us to safeguard the information we maintain on our customers, requires us to provide notice of our privacy practices, and permits customers to “opt-out” of information sharing with unaffiliated parties. The U.S. banking regulators and the Federal Trade Commission have issued regulations that establish obligations to safeguard information. In addition, several states have enacted even more stringent privacy and safeguarding legislation. If a variety of inconsistent state privacy rules or requirements are enacted, our compliance costs could increase substantially.
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•
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Volcker Rule
— Under the Dodd-Frank Act and implementing regulations of the CFTC, FDIC, FRB, Office of the Comptroller of the Currency and the SEC (the Volcker Rule), insured depository institutions and their affiliates are prohibited from (1) engaging in “proprietary trading” and (2) investing in or sponsoring certain types of funds (covered funds) subject to certain limited exceptions. The final rules contain exemptions for market-making, hedging, underwriting, trading in U.S. government and agency obligations and also permit certain ownership interests in certain types of funds to be retained. They also permit the offering and sponsoring of funds under certain conditions. In early 2017, the FRB granted us a five-year extension to conform with requirements related to certain covered funds activities. The Volcker Rule imposes significant compliance and reporting obligations on banking entities. The impact of the Volcker Rule is not expected to be material to Ally’s business operations.
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•
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Fair Lending Laws
— The Equal Credit Opportunity Act, the Fair Housing Act, and similar fair-lending laws (collectively, Fair Lending Laws) generally prohibit a lender from discriminating against a borrower in any aspect of a credit transaction on the basis of specified characteristics known as “prohibited bases,” such as race, gender, and religion. In addition to outlawing discrimination in credit on a prohibited basis, the Fair Lending Laws require lenders to follow a number of prescriptive rules, including rules requiring the lender to make credit decisions promptly, to notify customers of adverse actions, and, in the case of mortgage lenders of a certain size, to gather and make publicly available anonymized data and information about mortgage applicants and the lender’s credit decisions. Ally, under the oversight of its Fair and Responsible Banking team, has established a comprehensive fair-lending program that is designed to identify and mitigate fair-lending risk. The Fair Lending Laws, however, continue to be interpreted in evolving ways and to evolve, however, Ally remains at risk of being accused of violating Fair Lending Laws.
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•
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Fair Credit Reporting Act
— The Fair Credit Reporting Act regulates the use of credit reports and the reporting of information to credit reporting agencies, and also provides a national legal standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. In late 2003, the Fair and Accurate Credit Transactions Act was enacted, making this preemption of conflicting state and local law permanent. The Fair Credit Reporting Act was also amended to place further restrictions on the use of information shared between affiliates, to provide new disclosures to consumers when risk-based pricing is used in the credit decision, and to help protect consumers from identity theft. All of these provisions impose additional regulatory and compliance costs on us and reduce the effectiveness of our marketing programs.
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•
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Truth in Lending Act
— The Truth in Lending Act (TILA), as amended, and Regulation Z, which implements TILA, requires lenders to provide borrowers with uniform, understandable information concerning terms and conditions in certain credit transactions. These rules apply to Ally and its subsidiaries in transactions in which they extend credit to consumers and require, in the case of certain mortgage and automotive financing transactions, conspicuous disclosure of the finance charge and annual percentage rate, if any. In addition, if an advertisement for credit states specific credit terms, Regulation Z requires that such
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•
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Sarbanes-Oxley Act
— The Sarbanes-Oxley Act of 2002 implemented a broad range of corporate governance and accounting measures designed to promote honesty and transparency in corporate America. The principal provisions of the act include, among other things, (1) the creation of an independent accounting oversight board; (2) auditor independence provisions that restrict non-audit services that accountants may provide to their audit clients; (3) additional corporate governance and responsibility measures including the requirement that the principal executive and financial officers certify financial statements; (4) the potential forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve-month period following initial publication of any financial statements that later require restatement; (5) an increase in the oversight and enhancement of certain requirements relating to audit committees and how they interact with the independent auditors; (6) requirements that audit committee members must be independent and are barred from accepting consulting, advisory, or other compensatory fees from the issuer; (7) requirements that companies disclose whether at least one member of the audit committee is a “financial expert” (as defined by the SEC) and, if not, why the audit committee does not have a financial expert; (8) a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions, on nonpreferential terms and in compliance with other bank regulatory requirements; (9) disclosure of a code of ethics; (10) requirements that management assess the effectiveness of internal control over financial reporting and that the independent registered public accounting firm attest to the assessment; and (11) a range of enhanced penalties for fraud and other violations.
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•
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USA PATRIOT Act/Anti-Money-Laundering Requirements
— In 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) was signed into law. Title III of the USA PATRIOT Act amends the Bank Secrecy Act and contains provisions designed to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities. The Bank Secrecy Act, as amended by the USA PATRIOT Act, requires banks, certain other financial institutions, and, in certain cases, BHCs to undertake activities including maintaining an anti-money-laundering program, verifying the identity of clients, monitoring for and reporting on suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to certain requests for information by regulatory authorities and law enforcement agencies. We have implemented internal practices, procedures, and controls designed to comply with these anti-money-laundering requirements.
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•
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Community Reinvestment Act
— Under the CRA, a bank has a continuing and affirmative obligation, consistent with the safe and sound operation of the institution, to help meet the credit needs of its entire community, including low- and moderate-income persons and neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions. However, institutions are rated on their performance in meeting the needs of their communities. Ally Bank filed its three-year CRA Strategic Plan with the FRB in October 2016, and received approval in November 2016. In addition, in 2017, Ally Bank received an “Outstanding” rating in its most recent CRA performance evaluation. Failure by Ally Bank to maintain a “Satisfactory” or better rating under the CRA may adversely affect our ability to expand our financial and related activities as an FHC or make acquisitions.
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increase the cost or decrease the availability of deposits or other variable-rate funding instruments;
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•
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reduce the return on or demand for loans or increase the prepayment speed of loans;
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increase customer or counterparty delinquencies or defaults;
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negatively impact our ability to remarket off-lease and repossessed vehicles; and
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reduce the value of our loans, retained interests in securitizations, and fixed-income securities in our investment portfolio and the efficacy of our hedging strategies.
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limiting the liability of our directors and providing indemnification to our directors and officers; and
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limiting the ability of our stockholders to call and bring business before special meetings of stockholders by requiring any requesting stockholders to hold at least 25% of our common stock in the aggregate.
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($ per share)
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High
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Low
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Cash dividends declared
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Year ended December 31, 2017
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||||||
First quarter
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$
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23.62
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$
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19.05
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$
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0.08
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Second quarter
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21.75
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18.11
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0.08
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Third quarter
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24.32
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20.65
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0.12
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Fourth quarter
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29.50
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23.90
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0.12
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Year ended December 31, 2016
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First quarter
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$
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18.99
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$
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14.55
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$
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—
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Second quarter
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18.76
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14.84
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—
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Third quarter
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20.14
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15.37
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0.08
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Fourth quarter
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20.60
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16.68
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0.08
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Plan Category
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(1)
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
(in thousands)
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(2)
Weighted-average exercise price of outstanding options, warrants and rights
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(3)
Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column (1)) (b)
(in thousands)
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Equity compensation plans approved by security holders
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7,644
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—
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30,134
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Total
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7,644
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—
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30,134
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(a)
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Includes restricted stock units outstanding under the Incentive Compensation Plan and deferred stock units outstanding under the Non-Employee Directors Equity Compensation Plan.
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(b)
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Includes
27,178,115
securities available for issuance under the plans identified in (a) above and
2,955,655
securities available for issuance under Ally’s Employee Stock Purchase Plan.
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Three months ended December 31, 2017
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Total number
of shares
repurchased (a)
(in thousands)
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Weighted-average price paid per share (a) (b)
(in dollars)
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Total number of shares repurchased as part of publicly announced program (a) (c)
(in thousands)
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Maximum approximate dollar value of shares that may yet be repurchased under the program (a) (b) (c)
($ in millions)
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||||||
October 2017
|
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1,779
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|
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$
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24.77
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|
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1,779
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$
|
526
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November 2017
|
|
2,148
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|
|
26.33
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|
|
2,148
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|
|
470
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December 2017
|
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3,106
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28.74
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|
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3,106
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|
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380
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Total
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7,033
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27.00
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7,033
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(a)
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Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
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(b)
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Excludes brokerage commissions.
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(c)
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On June 28, 2017, we announced a common stock repurchase program of up to $760 million. The program commenced in the third quarter of 2017 and will expire on June 30, 2018.
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($ in millions, except per share data; shares in thousands)
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2017
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2016
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2015
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2014
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2013
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||||||||||
Total financing revenue and other interest income
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$
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8,322
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$
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8,305
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$
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8,397
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|
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$
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8,391
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|
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$
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8,093
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Total interest expense
|
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2,857
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|
|
2,629
|
|
|
2,429
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|
|
2,783
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|
|
3,319
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|
|||||
Net depreciation expense on operating lease assets
|
|
1,244
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|
|
1,769
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|
|
2,249
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|
|
2,233
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|
|
1,995
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|
|||||
Net financing revenue and other interest income
|
|
4,221
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|
|
3,907
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|
|
3,719
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|
|
3,375
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|
|
2,779
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|||||
Total other revenue
|
|
1,544
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|
|
1,530
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|
|
1,142
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|
|
1,276
|
|
|
1,484
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|||||
Total net revenue
|
|
5,765
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|
|
5,437
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|
|
4,861
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|
|
4,651
|
|
|
4,263
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|||||
Provision for loan losses
|
|
1,148
|
|
|
917
|
|
|
707
|
|
|
457
|
|
|
501
|
|
|||||
Total noninterest expense
|
|
3,110
|
|
|
2,939
|
|
|
2,761
|
|
|
2,948
|
|
|
3,405
|
|
|||||
Income from continuing operations before income tax expense (benefit)
|
|
1,507
|
|
|
1,581
|
|
|
1,393
|
|
|
1,246
|
|
|
357
|
|
|||||
Income tax expense (benefit) from continuing operations (a)
|
|
581
|
|
|
470
|
|
|
496
|
|
|
321
|
|
|
(59
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)
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|||||
Net income from continuing operations
|
|
926
|
|
|
1,111
|
|
|
897
|
|
|
925
|
|
|
416
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
3
|
|
|
(44
|
)
|
|
392
|
|
|
225
|
|
|
(55
|
)
|
|||||
Net income
|
|
$
|
929
|
|
|
$
|
1,067
|
|
|
$
|
1,289
|
|
|
$
|
1,150
|
|
|
$
|
361
|
|
Basic earnings per common share (b) (c):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
|
$
|
2.04
|
|
|
$
|
2.25
|
|
|
$
|
(3.47
|
)
|
|
$
|
1.36
|
|
|
$
|
(1.51
|
)
|
Net income (loss)
|
|
2.05
|
|
|
2.15
|
|
|
(2.66
|
)
|
|
1.83
|
|
|
(1.64
|
)
|
|||||
Weighted-average common shares outstanding
|
|
453,704
|
|
|
481,105
|
|
|
482,873
|
|
|
481,155
|
|
|
420,166
|
|
|||||
Diluted earnings per common share (b) (c):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
|
$
|
2.03
|
|
|
$
|
2.24
|
|
|
$
|
(3.47
|
)
|
|
$
|
1.36
|
|
|
$
|
(1.51
|
)
|
Net income (loss)
|
|
2.04
|
|
|
2.15
|
|
|
(2.66
|
)
|
|
1.83
|
|
|
(1.64
|
)
|
|||||
Weighted-average common shares outstanding (d)
|
|
455,350
|
|
|
482,182
|
|
|
482,873
|
|
|
481,934
|
|
|
420,166
|
|
|||||
Market price per common share (c):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High closing
|
|
$
|
29.41
|
|
|
$
|
20.40
|
|
|
$
|
23.88
|
|
|
$
|
25.21
|
|
|
|
||
Low closing
|
|
18.22
|
|
|
14.90
|
|
|
18.33
|
|
|
20.12
|
|
|
|
||||||
Period-end closing
|
|
29.16
|
|
|
19.02
|
|
|
18.64
|
|
|
23.62
|
|
|
|
||||||
Cash dividends declared per common share
|
|
$
|
0.40
|
|
|
$
|
0.16
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|||
Period-end common shares outstanding
|
|
437,054
|
|
|
467,000
|
|
|
481,980
|
|
|
480,095
|
|
|
|
(a)
|
As a result of the Tax Cuts and Jobs Act of 2017 (the Tax Act) an additional $119 million of tax expense was incurred during 2017 as further described in Note 23 to the Consolidated Financial Statements.
|
(b)
|
Includes shares related to share-based compensation that vested but were not yet issued for the
years ended
December 31, 2017
, 2016, 2015, and 2014.
Preferred stock dividends for the year ended December 31, 2015, include
$2,364 million
recognized in connection with the partial redemption of the Series G Preferred Stock and the repurchase of the Series A Preferred Stock. These dividends represent an additional return to preferred stockholders calculated as the excess consideration paid over the carrying amount derecognized.
|
(c)
|
In April 2014, we completed an initial public offering (IPO) of 95 million shares of common stock at $25 per share. In connection with the IPO, we effected a 310-for-one stock split on shares of our common stock, $0.01 par value per share. Accordingly, these references to share and per share amounts relating to common stock have been adjusted, on a retroactive basis, to recognize the 310-for-one stock split.
|
(d)
|
Due to antidilutive effect of the net loss from continuing operations attributable to common stockholders for the year ended December 31, 2015, and 2013, basic weighted-average common shares outstanding were used to calculate basic and diluted earnings per share.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Selected period-end balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
167,148
|
|
|
$
|
163,728
|
|
|
$
|
158,581
|
|
|
$
|
151,631
|
|
|
$
|
150,908
|
|
Total deposit liabilities
|
|
$
|
93,256
|
|
|
$
|
79,022
|
|
|
$
|
66,478
|
|
|
$
|
58,203
|
|
|
$
|
53,326
|
|
Long-term debt
|
|
$
|
44,226
|
|
|
$
|
54,128
|
|
|
$
|
66,234
|
|
|
$
|
66,380
|
|
|
$
|
69,230
|
|
Preferred stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
696
|
|
|
$
|
1,255
|
|
|
$
|
1,255
|
|
Total equity
|
|
$
|
13,494
|
|
|
$
|
13,317
|
|
|
$
|
13,439
|
|
|
$
|
15,399
|
|
|
$
|
14,208
|
|
Financial ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets (a)
|
|
0.57
|
%
|
|
0.68
|
%
|
|
0.84
|
%
|
|
0.77
|
%
|
|
0.23
|
%
|
|||||
Return on average equity (a)
|
|
6.89
|
%
|
|
7.80
|
%
|
|
8.69
|
%
|
|
7.77
|
%
|
|
1.92
|
%
|
|||||
Equity to assets (a)
|
|
8.28
|
%
|
|
8.69
|
%
|
|
9.65
|
%
|
|
9.86
|
%
|
|
12.02
|
%
|
|||||
Common dividend payout ratio (b)
|
|
19.51
|
%
|
|
7.44
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||
Net interest spread (a) (c) (d)
|
|
2.58
|
%
|
|
2.49
|
%
|
|
2.44
|
%
|
|
2.26
|
%
|
|
1.73
|
%
|
|||||
Net yield on interest-earning assets (a) (d) (e)
|
|
2.71
|
%
|
|
2.63
|
%
|
|
2.57
|
%
|
|
2.41
|
%
|
|
2.03
|
%
|
(a)
|
The ratios were based on average assets and average equity using a combination of monthly and daily average methodologies.
|
(b)
|
Common dividend payout ratio was calculated using basic earnings per common share.
|
(c)
|
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities, excluding discontinued operations for the periods shown.
|
(d)
|
Amounts for the years ended December 31, 2015, 2014, and 2013, were adjusted to include previously excluded equity investments and related income on equity investments. Refer to the section titled
Statistical Tables
within MD&A for additional information.
|
(e)
|
Net yield on interest-earning assets represents net financing revenue and other interest income as a percentage of total interest-earning assets.
|
|
|
Under Basel III (a)
|
|
Under Basel I (c)
|
|||||||||||||||||||||||
|
|
Transitional
|
|
Fully phased-in (b)
|
|
||||||||||||||||||||||
December 31,
($ in millions)
|
|
2017
|
2016
|
2015
|
|
2017
|
2016
|
2015
|
|
2014
|
2013
|
||||||||||||||||
Common Equity Tier 1 capital ratio
|
|
9.53
|
%
|
9.37
|
%
|
9.21
|
%
|
|
9.46
|
%
|
9.13
|
%
|
8.74
|
%
|
|
9.64
|
%
|
8.84
|
%
|
||||||||
Tier 1 capital ratio
|
|
11.25
|
%
|
10.93
|
%
|
11.10
|
%
|
|
11.22
|
%
|
10.88
|
%
|
11.06
|
%
|
|
12.55
|
%
|
11.79
|
%
|
||||||||
Total capital ratio
|
|
12.94
|
%
|
12.57
|
%
|
12.52
|
%
|
|
12.91
|
%
|
12.52
|
%
|
12.47
|
%
|
|
13.24
|
%
|
12.76
|
%
|
||||||||
Tier 1 leverage ratio (to adjusted quarterly average assets) (d)
|
|
9.53
|
%
|
9.54
|
%
|
9.73
|
%
|
|
9.53
|
%
|
9.53
|
%
|
9.73
|
%
|
|
10.94
|
%
|
10.23
|
%
|
||||||||
Total equity
|
|
$
|
13,494
|
|
$
|
13,317
|
|
$
|
13,439
|
|
|
$
|
13,494
|
|
$
|
13,317
|
|
$
|
13,439
|
|
|
$
|
15,399
|
|
$
|
14,208
|
|
Preferred stock
|
|
—
|
|
—
|
|
(696
|
)
|
|
—
|
|
—
|
|
(696
|
)
|
|
(1,255
|
)
|
(1,255
|
)
|
||||||||
Goodwill and certain other intangibles
|
|
(283
|
)
|
(272
|
)
|
(27
|
)
|
|
(294
|
)
|
(293
|
)
|
(27
|
)
|
|
(27
|
)
|
(27
|
)
|
||||||||
Deferred tax assets arising from net operating loss and tax credit carryforwards (e)
|
|
(224
|
)
|
(410
|
)
|
(392
|
)
|
|
(280
|
)
|
(683
|
)
|
(980
|
)
|
|
(1,310
|
)
|
(1,639
|
)
|
||||||||
Other adjustments
|
|
250
|
|
343
|
|
183
|
|
|
250
|
|
343
|
|
183
|
|
|
(219
|
)
|
79
|
|
||||||||
Common Equity Tier 1 capital
|
|
13,237
|
|
12,978
|
|
12,507
|
|
|
13,170
|
|
12,684
|
|
11,919
|
|
|
12,588
|
|
11,366
|
|
||||||||
Preferred stock
|
|
—
|
|
—
|
|
696
|
|
|
—
|
|
—
|
|
696
|
|
|
1,255
|
|
1,255
|
|
||||||||
Trust preferred securities
|
|
2,491
|
|
2,489
|
|
2,520
|
|
|
2,491
|
|
2,489
|
|
2,520
|
|
|
2,546
|
|
2,544
|
|
||||||||
Deferred tax assets arising from net operating loss and tax credit carryforwards
|
|
(56
|
)
|
(273
|
)
|
(588
|
)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Other adjustments
|
|
(44
|
)
|
(47
|
)
|
(58
|
)
|
|
(44
|
)
|
(47
|
)
|
(58
|
)
|
|
—
|
|
—
|
|
||||||||
Tier 1 capital
|
|
15,628
|
|
15,147
|
|
15,077
|
|
|
15,617
|
|
15,126
|
|
15,077
|
|
|
16,389
|
|
15,165
|
|
||||||||
Qualifying subordinated debt and other instruments qualifying as Tier 2
|
|
1,113
|
|
1,174
|
|
932
|
|
|
1,113
|
|
1,174
|
|
932
|
|
|
237
|
|
271
|
|
||||||||
Qualifying allowance for credit losses and other adjustments
|
|
1,233
|
|
1,098
|
|
996
|
|
|
1,233
|
|
1,098
|
|
996
|
|
|
668
|
|
969
|
|
||||||||
Total capital
|
|
$
|
17,974
|
|
$
|
17,419
|
|
$
|
17,005
|
|
|
$
|
17,963
|
|
$
|
17,398
|
|
$
|
17,005
|
|
|
$
|
17,294
|
|
$
|
16,405
|
|
Risk-weighted assets (f)
|
|
$
|
138,933
|
|
$
|
138,539
|
|
$
|
135,844
|
|
|
$
|
139,185
|
|
$
|
138,987
|
|
$
|
136,354
|
|
|
$
|
130,590
|
|
$
|
128,575
|
|
(a)
|
U.S. Basel III became effective for us on January 1, 2015, subject to transitional provisions primarily related to deductions and adjustments impacting Common Equity Tier 1 capital and Tier 1 capital.
On November 21, 2017, the FRB and other U.S. banking agencies finalized a rule that extends the period for applying existing capital requirements to a targeted set of items that are subject to transition provisions under U.S. Basel III. Specifically, the rule indefinitely postpones certain remaining phase-in requirements for capital deductions and adjustments for investments in unconsolidated financial institutions, mortgage servicing assets, and certain
deferred tax assets,
none of which have a material impact on our regulatory capital position.
|
(b)
|
Our fully phased-in capital ratios are non-GAAP financial measures that management believes are important to the reader of the
Consolidated Financial Statements
but should be supplemental to, and not a substitute for, primary GAAP measures. The fully phased-in capital ratios are compared to the transitional capital ratios above. We believe these capital ratios are important because we believe investors, analysts, and banking regulators may assess our capital utilization and adequacy using these ratios. Additionally, presentation of these ratios allows readers to compare certain aspects of our capital utilization and adequacy on the same basis to other companies in the industry.
|
(c)
|
Capital ratios as of and prior to December 31, 2014, are presented under the U.S. Basel I capital framework.
|
(d)
|
Tier 1 leverage ratio equals Tier 1 capital divided by adjusted quarterly average total assets (which reflects adjustments for disallowed goodwill, certain intangible assets, and disallowed deferred tax assets).
|
(e)
|
Contains deferred tax assets required to be deducted from capital under U.S. Basel III.
|
(f)
|
Risk-weighted assets are defined by regulation and are generally determined by allocating assets and specified off-balance sheet exposures into various risk categories.
|
•
|
evolving local, regional, national, or international business, economic, or political conditions;
|
•
|
changes in laws or the regulatory or supervisory environment, including as a result of recent financial services legislation, regulation, or policies or changes in government officials or other personnel;
|
•
|
changes in monetary, fiscal, or trade laws or policies, including as a result of actions by government agencies, central banks, or supranational authorities;
|
•
|
changes in accounting standards or policies, including CECL;
|
•
|
changes in the automotive industry or the markets for new or used vehicles, including the rise of vehicle sharing and ride hailing, the development of autonomous and alternative-energy vehicles, and the impact of demographic shifts on attitudes and behaviors toward vehicle ownership and use;
|
•
|
disruptions or shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;
|
•
|
changes in business or consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;
|
•
|
changes in our corporate or business strategies, the composition of our assets, or the way in which we fund those assets;
|
•
|
our ability to execute our business strategy for Ally Bank, including its digital focus;
|
•
|
our ability to optimize our automotive finance and insurance businesses and to continue diversifying into and growing other consumer and commercial lines of business, including mortgage finance, corporate finance, brokerage, and wealth management;
|
•
|
our ability to develop capital plans that will be approved by the FRB and our ability to implement them, including any payment of dividends or share repurchases;
|
•
|
our ability to effectively manage capital or liquidity consistent with evolving business or operational needs, risk management standards, and regulatory or supervisory requirements;
|
•
|
our ability to cost-effectively fund our business and operations, including through deposits and the capital markets;
|
•
|
changes in any credit rating assigned to Ally, including Ally Bank;
|
•
|
adverse publicity or other reputational harm to us or our senior officers;
|
•
|
our ability to develop, maintain, or market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;
|
•
|
our ability to innovate, to anticipate the needs of current or future customers, to successfully compete, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;
|
•
|
the continuing profitability and viability of our dealer-centric automotive finance and insurance businesses, especially in the face of competition from captive finance companies and their automotive manufacturing sponsors and challenges to the dealer’s role as intermediary between manufacturers and purchasers;
|
•
|
our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk;
|
•
|
changes in the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;
|
•
|
our ability to effectively deal with economic, business, or market slowdowns or disruptions;
|
•
|
judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, us or the financial services industry;
|
•
|
our ability to address stricter or heightened regulatory or supervisory requirements and expectations;
|
•
|
the performance and availability of third-party service providers on whom we rely in delivering products and services to our customers and otherwise conducting our business and operations;
|
•
|
our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure, including our capacity to withstand cyberattacks;
|
•
|
the adequacy of our corporate governance, risk management framework, compliance programs, or internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;
|
•
|
the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;
|
•
|
our ability to keep pace with changes in technology that affect us or our customers, counterparties, service providers, or competitors;
|
•
|
our ability to successfully make and integrate acquisitions;
|
•
|
the adequacy of our succession planning for key executives or other personnel and our ability to attract or retain qualified employees;
|
•
|
natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics; or
|
•
|
other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Total net revenue (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||
Dealer Financial Services
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive Finance
|
|
$
|
4,068
|
|
|
$
|
3,971
|
|
|
$
|
3,664
|
|
|
2
|
|
8
|
Insurance
|
|
1,118
|
|
|
1,097
|
|
|
1,090
|
|
|
2
|
|
1
|
|||
Mortgage Finance
|
|
136
|
|
|
97
|
|
|
57
|
|
|
40
|
|
70
|
|||
Corporate Finance
|
|
212
|
|
|
147
|
|
|
114
|
|
|
44
|
|
29
|
|||
Corporate and Other
|
|
231
|
|
|
125
|
|
|
(64
|
)
|
|
85
|
|
n/m
|
|||
Total
|
|
$
|
5,765
|
|
|
$
|
5,437
|
|
|
$
|
4,861
|
|
|
6
|
|
12
|
Income (loss) from continuing operations before income tax expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Dealer Financial Services
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive Finance
|
|
$
|
1,220
|
|
|
$
|
1,380
|
|
|
$
|
1,335
|
|
|
(12)
|
|
3
|
Insurance
|
|
168
|
|
|
157
|
|
|
211
|
|
|
7
|
|
(26)
|
|||
Mortgage Finance
|
|
20
|
|
|
34
|
|
|
11
|
|
|
(41)
|
|
n/m
|
|||
Corporate Finance
|
|
114
|
|
|
71
|
|
|
50
|
|
|
61
|
|
42
|
|||
Corporate and Other
|
|
(15
|
)
|
|
(61
|
)
|
|
(214
|
)
|
|
75
|
|
71
|
|||
Total
|
|
$
|
1,507
|
|
|
$
|
1,581
|
|
|
$
|
1,393
|
|
|
(5)
|
|
13
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016
% change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||
Total financing revenue and other interest income
|
|
$
|
8,322
|
|
|
$
|
8,305
|
|
|
$
|
8,397
|
|
|
—
|
|
(1)
|
Total interest expense
|
|
2,857
|
|
|
2,629
|
|
|
2,429
|
|
|
(9)
|
|
(8)
|
|||
Net depreciation expense on operating lease assets
|
|
1,244
|
|
|
1,769
|
|
|
2,249
|
|
|
30
|
|
21
|
|||
Net financing revenue and other interest income
|
|
4,221
|
|
|
3,907
|
|
|
3,719
|
|
|
8
|
|
5
|
|||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Insurance premiums and service revenue earned
|
|
973
|
|
|
945
|
|
|
940
|
|
|
3
|
|
1
|
|||
Gain on mortgage and automotive loans, net
|
|
68
|
|
|
11
|
|
|
45
|
|
|
n/m
|
|
(76)
|
|||
Loss on extinguishment of debt
|
|
(7
|
)
|
|
(5
|
)
|
|
(357
|
)
|
|
(40)
|
|
99
|
|||
Other gain on investments, net
|
|
102
|
|
|
185
|
|
|
155
|
|
|
(45)
|
|
19
|
|||
Other income, net of losses
|
|
408
|
|
|
394
|
|
|
359
|
|
|
4
|
|
10
|
|||
Total other revenue
|
|
1,544
|
|
|
1,530
|
|
|
1,142
|
|
|
1
|
|
34
|
|||
Total net revenue
|
|
5,765
|
|
|
5,437
|
|
|
4,861
|
|
|
6
|
|
12
|
|||
Provision for loan losses
|
|
1,148
|
|
|
917
|
|
|
707
|
|
|
(25)
|
|
(30)
|
|||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
1,095
|
|
|
992
|
|
|
963
|
|
|
(10)
|
|
(3)
|
|||
Insurance losses and loss adjustment expenses
|
|
332
|
|
|
342
|
|
|
293
|
|
|
3
|
|
(17)
|
|||
Other operating expenses
|
|
1,683
|
|
|
1,605
|
|
|
1,505
|
|
|
(5)
|
|
(7)
|
|||
Total noninterest expense
|
|
3,110
|
|
|
2,939
|
|
|
2,761
|
|
|
(6)
|
|
(6)
|
|||
Income from continuing operations before income tax expense
|
|
1,507
|
|
|
1,581
|
|
|
1,393
|
|
|
(5)
|
|
13
|
|||
Income tax expense from continuing operations
|
|
581
|
|
|
470
|
|
|
496
|
|
|
(24)
|
|
5
|
|||
Net income from continuing operations
|
|
$
|
926
|
|
|
$
|
1,111
|
|
|
$
|
897
|
|
|
(17)
|
|
24
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer
|
|
$
|
3,882
|
|
|
$
|
3,587
|
|
|
$
|
3,230
|
|
|
8
|
|
11
|
Commercial
|
|
1,306
|
|
|
1,068
|
|
|
939
|
|
|
22
|
|
14
|
|||
Loans held-for-sale
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
(100)
|
|||
Operating leases
|
|
1,867
|
|
|
2,711
|
|
|
3,398
|
|
|
(31)
|
|
(20)
|
|||
Other interest income
|
|
6
|
|
|
11
|
|
|
8
|
|
|
(45)
|
|
38
|
|||
Total financing revenue and other interest income
|
|
7,061
|
|
|
7,377
|
|
|
7,609
|
|
|
(4)
|
|
(3)
|
|||
Interest expense
|
|
2,104
|
|
|
1,943
|
|
|
1,931
|
|
|
(8)
|
|
(1)
|
|||
Net depreciation expense on operating lease assets
|
|
1,244
|
|
|
1,769
|
|
|
2,249
|
|
|
30
|
|
21
|
|||
Net financing revenue and other interest income
|
|
3,713
|
|
|
3,665
|
|
|
3,429
|
|
|
1
|
|
7
|
|||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on automotive loans, net
|
|
76
|
|
|
17
|
|
|
(23
|
)
|
|
n/m
|
|
174
|
|||
Other income
|
|
279
|
|
|
289
|
|
|
258
|
|
|
(3)
|
|
12
|
|||
Total other revenue
|
|
355
|
|
|
306
|
|
|
235
|
|
|
16
|
|
30
|
|||
Total net revenue
|
|
4,068
|
|
|
3,971
|
|
|
3,664
|
|
|
2
|
|
8
|
|||
Provision for loan losses
|
|
1,134
|
|
|
924
|
|
|
696
|
|
|
(23)
|
|
(33)
|
|||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
510
|
|
|
481
|
|
|
489
|
|
|
(6)
|
|
2
|
|||
Other operating expenses
|
|
1,204
|
|
|
1,186
|
|
|
1,144
|
|
|
(2)
|
|
(4)
|
|||
Total noninterest expense
|
|
1,714
|
|
|
1,667
|
|
|
1,633
|
|
|
(3)
|
|
(2)
|
|||
Income from continuing operations before income tax expense
|
|
$
|
1,220
|
|
|
$
|
1,380
|
|
|
$
|
1,335
|
|
|
(12)
|
|
3
|
Total assets
|
|
$
|
114,089
|
|
|
$
|
116,347
|
|
|
$
|
115,636
|
|
|
(2)
|
|
1
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net operating lease revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease revenue
|
|
$
|
1,867
|
|
|
$
|
2,711
|
|
|
$
|
3,398
|
|
|
(31)
|
|
(20)
|
Depreciation expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation expense on operating lease assets (excluding remarketing gains)
|
|
1,368
|
|
|
1,982
|
|
|
2,600
|
|
|
31
|
|
24
|
|||
Remarketing gains
|
|
(124
|
)
|
|
(213
|
)
|
|
(351
|
)
|
|
(42)
|
|
(39)
|
|||
Net depreciation expense on operating lease assets
|
|
1,244
|
|
|
1,769
|
|
|
2,249
|
|
|
30
|
|
21
|
|||
Total net operating lease revenue
|
|
$
|
623
|
|
|
$
|
942
|
|
|
$
|
1,149
|
|
|
(34)
|
|
(18)
|
Investment in operating leases, net
|
|
$
|
8,741
|
|
|
$
|
11,470
|
|
|
$
|
16,271
|
|
|
(24)
|
|
(30)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Year ended December 31,
($ in millions)
|
|
Average balance (a)
|
Yield
|
|
Average balance (a)
|
Yield
|
|
Average balance (a)
|
Yield
|
|||||||||
Finance receivables and loans, net (b)
|
|
|
|
|
|
|
|
|
|
|||||||||
Consumer automotive (c)
|
|
$
|
66,502
|
|
5.80
|
%
|
|
$
|
64,230
|
|
5.52
|
%
|
|
$
|
60,549
|
|
5.27
|
%
|
Commercial
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale floorplan
|
|
31,586
|
|
3.37
|
|
|
29,989
|
|
2.86
|
|
|
28,070
|
|
2.69
|
|
|||
Other commercial automotive (d)
|
|
5,802
|
|
4.15
|
|
|
5,202
|
|
4.00
|
|
|
4,628
|
|
3.99
|
|
|||
Investment in operating leases, net (e)
|
|
9,791
|
|
6.36
|
|
|
13,791
|
|
6.83
|
|
|
18,058
|
|
6.36
|
|
(a)
|
Average balances are calculated using a daily average methodology.
|
(b)
|
Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to
Note 1
to the
Consolidated Financial Statements
.
|
(c)
|
Includes the effects of derivative financial instruments designated as hedges.
|
(d)
|
Consists of automotive dealer term loans, including those to finance dealership land and buildings, dealer fleet financing, and other equipment financing.
|
(e)
|
Yield includes gains on sale of
$124 million
,
$213 million
, $351 million, for the years ended
December 31, 2017
,
2016
, and 2015, respectively. Excluding these gains on sale, the yield would be
5.10%
, 5.29%, and 4.42% for the years ended
December 31, 2017
,
2016
, and 2015, respectively.
|
Credit Tier (a)
|
|
Volume
($ in billions)
|
|
% Share of volume
|
|
Average FICO®
|
|||
Year ended December 31, 2017
|
|
|
|
|
|
|
|||
S
|
|
$
|
11.0
|
|
|
36
|
|
754
|
|
A
|
|
12.4
|
|
|
41
|
|
668
|
|
|
B
|
|
5.9
|
|
|
19
|
|
641
|
|
|
C
|
|
1.1
|
|
|
4
|
|
608
|
|
|
Total retail originations
|
|
$
|
30.4
|
|
|
100
|
|
690
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|||
S
|
|
$
|
10.6
|
|
|
32
|
|
760
|
|
A
|
|
13.6
|
|
|
42
|
|
669
|
|
|
B
|
|
6.8
|
|
|
21
|
|
642
|
|
|
C
|
|
1.6
|
|
|
5
|
|
608
|
|
|
Total retail originations
|
|
$
|
32.6
|
|
|
100
|
|
688
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|||
S
|
|
$
|
12.7
|
|
|
35
|
|
753
|
|
A
|
|
13.8
|
|
|
38
|
|
670
|
|
|
B
|
|
7.2
|
|
|
20
|
|
636
|
|
|
C
|
|
2.4
|
|
|
6
|
|
600
|
|
|
D
|
|
0.2
|
|
|
1
|
|
571
|
|
|
Total retail originations
|
|
$
|
36.3
|
|
|
100
|
|
687
|
|
(a)
|
Represents Ally’s internal credit score, incorporating numerous borrower and structure attributes including: severity and aging of delinquency; number of credit inquiries; loan-to-value ratio; and payment-to-income ratio. We periodically update our underwriting scorecard, which can have an impact on our credit tier scoring. We originated an insignificant amount of retail loans classified as Tier D during the
years ended
December 31, 2017
, and
2016
; and Tier E during the
years ended
December 31, 2017
,
2016
, and
2015
.
|
Year ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
0
–
71
|
|
20
|
%
|
|
18
|
%
|
|
21
|
%
|
72
–
75
|
|
66
|
|
|
67
|
|
|
68
|
|
76 +
|
|
14
|
|
|
15
|
|
|
11
|
|
Total retail originations (a)
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Excludes RV loans.
|
(a)
|
Includes CSG originations of
$3.8 billion
,
$3.6 billion
, and
$3.8 billion
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively, and RV originations of
$459 million
,
$504 million
, and
$514 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
(b)
|
On September 16, 2015, we entered into agreements with Mitsubishi Motors Credit of America, Inc. (MMCA) affiliates providing us the beneficial interest in MMCA’s consumer loan and lease portfolio, which included $0.6 billion of retail and lease contracts in 2015. These assets have been excluded from the amounts presented.
|
(a)
|
Excludes consumer loans and leases purchased from MMCA of $0.6 billion in 2015.
|
Year ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
740 +
|
|
26
|
%
|
|
24
|
%
|
|
26
|
%
|
739
–
660
|
|
35
|
|
|
36
|
|
|
34
|
|
659
–
620
|
|
23
|
|
|
24
|
|
|
22
|
|
619
–
540
|
|
9
|
|
|
10
|
|
|
12
|
|
< 540
|
|
1
|
|
|
1
|
|
|
1
|
|
Unscored (a)
|
|
6
|
|
|
5
|
|
|
5
|
|
Total consumer automotive financing originations
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Unscored are primarily CSG contracts with entities that have no FICO® Score.
|
•
|
Sale to dealer
— After the lessee declines an option to purchase the off-lease vehicle, the dealer who accepts the returned off-lease vehicle has the opportunity to purchase the vehicle directly from us at a price we define.
|
•
|
Internet auctions
— Once the lessee and dealer decline their options to purchase, we offer off-lease vehicles to dealers and certain other third parties through our proprietary internet site (SmartAuction). This internet sales program seeks to maximize the net sales proceeds from off-lease vehicles by reducing the time between vehicle return and ultimate disposition, reducing holding costs, and broadening the number of prospective buyers. We use the internet auction ourselves, and also maintain the internet auction site and administer the auction process for third-party use. We earn a service fee for every third-party vehicle sold through SmartAuction, which includes the cost of ClearGuard coverage, our protection product designed to minimize the risk to dealers of arbitration claims for eligible vehicles. In 2017,
approximately 356,000 vehicles
were sold through the internet site.
|
•
|
Physical auctions
— We dispose of our off-lease vehicles not purchased at termination by the lessee or dealer or sold on an internet auction through traditional third-party, physical auctions. We are responsible for handling decisions at the auction including arranging for inspections, authorizing repairs and reconditioning, and determining whether bids received at auction should be accepted.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017
–
2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Insurance premiums and other income
|
|
|
|
|
|
|
|
|
|
|
||||||
Insurance premiums and service revenue earned
|
|
$
|
973
|
|
|
$
|
945
|
|
|
$
|
940
|
|
|
3
|
|
1
|
Investment income, net (a)
|
|
130
|
|
|
136
|
|
|
134
|
|
|
(4)
|
|
1
|
|||
Other income
|
|
15
|
|
|
16
|
|
|
16
|
|
|
(6)
|
|
—
|
|||
Total insurance premiums and other income
|
|
1,118
|
|
|
1,097
|
|
|
1,090
|
|
|
2
|
|
1
|
|||
Expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Insurance losses and loss adjustment expenses
|
|
332
|
|
|
342
|
|
|
293
|
|
|
3
|
|
(17)
|
|||
Acquisition and underwriting expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
73
|
|
|
68
|
|
|
68
|
|
|
(7)
|
|
—
|
|||
Insurance commissions expense
|
|
415
|
|
|
389
|
|
|
378
|
|
|
(7)
|
|
(3)
|
|||
Other expenses
|
|
130
|
|
|
141
|
|
|
140
|
|
|
8
|
|
(1)
|
|||
Total acquisition and underwriting expense
|
|
618
|
|
|
598
|
|
|
586
|
|
|
(3)
|
|
(2)
|
|||
Total expense
|
|
950
|
|
|
940
|
|
|
879
|
|
|
(1)
|
|
(7)
|
|||
Income from continuing operations before income tax expense
|
|
$
|
168
|
|
|
$
|
157
|
|
|
$
|
211
|
|
|
7
|
|
(26)
|
Total assets
|
|
$
|
7,464
|
|
|
$
|
7,172
|
|
|
$
|
7,053
|
|
|
4
|
|
2
|
Insurance premiums and service revenue written
|
|
$
|
996
|
|
|
$
|
948
|
|
|
$
|
977
|
|
|
5
|
|
(3)
|
Combined ratio (b)
|
|
96.8
|
%
|
|
98.7
|
%
|
|
92.8
|
%
|
|
|
|
|
(a)
|
Includes realized gains on investments of
$78 million
, $
84 million
, and
$85 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively; and interest expense of
$50 million
,
$47 million
, and
$50 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
(b)
|
Management uses a combined ratio as a primary measure of underwriting profitability. Underwriting profitability is indicated by a combined ratio under 100% and is calculated as the sum of all incurred losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenues earned and other income.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Vehicle service contracts
|
|
|
|
|
|
|
||||||
New retail
|
|
$
|
453
|
|
|
$
|
444
|
|
|
$
|
436
|
|
Used retail
|
|
464
|
|
|
427
|
|
|
485
|
|
|||
Reinsurance (a)
|
|
(206
|
)
|
|
(189
|
)
|
|
(178
|
)
|
|||
Total vehicle service contracts (b)
|
|
711
|
|
|
682
|
|
|
743
|
|
|||
Vehicle inventory insurance
|
|
191
|
|
|
191
|
|
|
169
|
|
|||
Other finance and insurance (c)
|
|
94
|
|
|
75
|
|
|
65
|
|
|||
Total
|
|
$
|
996
|
|
|
$
|
948
|
|
|
$
|
977
|
|
(a)
|
Reinsurance represents the transfer of premiums and risk from an Ally insurance company to a third-party insurance company.
|
(b)
|
VSC revenue is earned over the life of the service contract on a basis proportionate to the anticipated cost pattern.
|
(c)
|
Other finance and insurance includes GAP coverage, VMCs, ClearGuard, and other ancillary products.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Cash
|
|
|
|
|
||||
Noninterest-bearing cash
|
|
$
|
298
|
|
|
$
|
273
|
|
Interest-bearing cash
|
|
983
|
|
|
612
|
|
||
Total cash
|
|
1,281
|
|
|
885
|
|
||
Available-for-sale securities
|
|
|
|
|
||||
Debt securities
|
|
|
|
|
||||
U.S. Treasury
|
|
380
|
|
|
299
|
|
||
U.S. States and political subdivisions
|
|
773
|
|
|
744
|
|
||
Foreign government
|
|
154
|
|
|
162
|
|
||
Agency mortgage-backed residential
|
|
613
|
|
|
633
|
|
||
Mortgage-backed residential
|
|
174
|
|
|
227
|
|
||
Mortgage-backed commercial
|
|
22
|
|
|
39
|
|
||
Asset-backed
|
|
—
|
|
|
6
|
|
||
Corporate debt
|
|
1,256
|
|
|
1,443
|
|
||
Total debt securities
|
|
3,372
|
|
|
3,553
|
|
||
Equity securities
|
|
518
|
|
|
595
|
|
||
Total available-for-sale securities
|
|
3,890
|
|
|
4,148
|
|
||
Total cash and securities
|
|
$
|
5,171
|
|
|
$
|
5,033
|
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017
–
2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||
Total financing revenue and other interest income
|
|
$
|
308
|
|
|
$
|
250
|
|
|
$
|
177
|
|
|
23
|
|
41
|
Interest expense
|
|
176
|
|
|
153
|
|
|
120
|
|
|
(15)
|
|
(28)
|
|||
Net financing revenue and other interest income
|
|
132
|
|
|
97
|
|
|
57
|
|
|
36
|
|
70
|
|||
Gain on mortgage loans, net
|
|
3
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
—
|
|||
Other income, net of losses
|
|
1
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
—
|
|||
Total other revenue
|
|
4
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
—
|
|||
Total net revenue
|
|
136
|
|
|
97
|
|
|
57
|
|
|
40
|
|
70
|
|||
Provision for loan losses
|
|
8
|
|
|
(4
|
)
|
|
7
|
|
|
n/m
|
|
157
|
|||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
23
|
|
|
13
|
|
|
5
|
|
|
(77)
|
|
(160)
|
|||
Other operating expenses
|
|
85
|
|
|
54
|
|
|
34
|
|
|
(57)
|
|
(59)
|
|||
Total noninterest expense
|
|
108
|
|
|
67
|
|
|
39
|
|
|
(61)
|
|
(72)
|
|||
Income from continuing operations before income tax expense
|
|
$
|
20
|
|
|
$
|
34
|
|
|
$
|
11
|
|
|
(41)
|
|
n/m
|
Total assets
|
|
$
|
11,708
|
|
|
$
|
8,307
|
|
|
$
|
6,461
|
|
|
41
|
|
29
|
Product
|
|
Net UPB (a)
($ in millions)
|
|
% of total net UPB
|
|
WAC
|
|
Net premium
($ in millions)
|
|
Average refreshed LTV (b)
|
|
Average refreshed FICO® (c)
|
|||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustable-rate
|
|
$
|
2,579
|
|
|
23
|
|
3.35
|
%
|
|
$
|
42
|
|
|
56.82
|
%
|
|
774
|
|
Fixed-rate
|
|
8,824
|
|
|
77
|
|
4.02
|
|
|
212
|
|
|
62.02
|
|
|
771
|
|
||
Total
|
|
$
|
11,403
|
|
|
100
|
|
3.87
|
|
|
$
|
254
|
|
|
60.84
|
|
|
772
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustable-rate
|
|
$
|
2,488
|
|
|
31
|
|
3.34
|
%
|
|
$
|
42
|
|
|
57.94
|
%
|
|
773
|
|
Fixed-rate
|
|
5,633
|
|
|
69
|
|
4.02
|
|
|
131
|
|
|
60.47
|
|
|
772
|
|
||
Total
|
|
$
|
8,121
|
|
|
100
|
|
3.81
|
|
|
$
|
173
|
|
|
59.69
|
|
|
772
|
|
(a)
|
Represents UPB net of charge-offs.
|
(b)
|
Updated home values were derived using a combination of appraisals, broker price opinions, automated valuation models, and metropolitan statistical area level house price indices.
|
(c)
|
Updated to reflect changes in credit score since loan origination.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and fees on finance receivables and loans
|
|
$
|
256
|
|
|
$
|
192
|
|
|
$
|
143
|
|
|
33
|
|
34
|
Interest expense
|
|
89
|
|
|
71
|
|
|
54
|
|
|
(25)
|
|
(31)
|
|||
Net financing revenue and other interest income
|
|
167
|
|
|
121
|
|
|
89
|
|
|
38
|
|
36
|
|||
Total other revenue
|
|
45
|
|
|
26
|
|
|
25
|
|
|
73
|
|
4
|
|||
Total net revenue
|
|
212
|
|
|
147
|
|
|
114
|
|
|
44
|
|
29
|
|||
Provision for loan losses
|
|
22
|
|
|
10
|
|
|
9
|
|
|
(120)
|
|
(11)
|
|||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits expense
|
|
47
|
|
|
38
|
|
|
32
|
|
|
(24)
|
|
(19)
|
|||
Other operating expenses
|
|
29
|
|
|
28
|
|
|
23
|
|
|
(4)
|
|
(22)
|
|||
Total noninterest expense
|
|
76
|
|
|
66
|
|
|
55
|
|
|
(15)
|
|
(20)
|
|||
Income from continuing operations before income tax expense
|
|
$
|
114
|
|
|
$
|
71
|
|
|
50
|
|
|
61
|
|
42
|
|
Total assets
|
|
$
|
3,979
|
|
|
$
|
3,183
|
|
|
$
|
2,677
|
|
|
25
|
|
19
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Loans held-for-sale, net
|
|
$
|
77
|
|
|
$
|
—
|
|
Finance receivables and loans
|
|
3,910
|
|
|
3,180
|
|
||
Unfunded lending commitments (a)
|
|
1,813
|
|
|
1,483
|
|
(a)
|
Includes unused revolving credit line commitments for loans held-for-sale and finance receivables and loans, signed commitment letters, and standby letter of credit facilities, which are issued on behalf of clients and may contingently require us to make payments to a third-party beneficiary should the client fail to fulfill a contractual commitment. As many of these commitments are subject to borrowing base agreements and other restrictive covenants or may expire without being fully drawn, the contract amounts are not necessarily indicative of future cash requirements.
|
December 31,
|
|
2017
|
|
2016
|
||
Industry
|
|
|
|
|
||
Services
|
|
31.0
|
%
|
|
27.4
|
%
|
Health services
|
|
15.6
|
|
|
12.0
|
|
Automotive and transportation
|
|
10.3
|
|
|
13.5
|
|
Wholesale
|
|
8.7
|
|
|
8.9
|
|
Machinery, equipment, and electronics
|
|
7.9
|
|
|
6.6
|
|
Other manufactured products
|
|
7.1
|
|
|
8.8
|
|
Chemicals and metals
|
|
5.0
|
|
|
5.8
|
|
Food and beverages
|
|
4.1
|
|
|
4.2
|
|
Paper, printing, and publishing
|
|
3.0
|
|
|
3.2
|
|
Retail trade
|
|
2.6
|
|
|
5.1
|
|
Other
|
|
4.7
|
|
|
4.5
|
|
Total finance receivables and loans
|
|
100.0
|
%
|
|
100.0
|
%
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
Favorable/(unfavorable) 2017–2016 % change
|
|
Favorable/(unfavorable) 2016–2015 % change
|
||||||
Net financing revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and fees on finance receivables and loans (a)
|
|
$
|
68
|
|
|
$
|
66
|
|
|
$
|
82
|
|
|
3
|
|
(20)
|
Interest on loans held-for-sale
|
|
—
|
|
|
—
|
|
|
5
|
|
|
n/m
|
|
(100)
|
|||
Interest and dividends on investment securities and other earning assets
|
|
497
|
|
|
319
|
|
|
282
|
|
|
56
|
|
13
|
|||
Interest on cash and cash equivalents
|
|
30
|
|
|
5
|
|
|
—
|
|
|
n/m
|
|
n/m
|
|||
Other, net
|
|
(7
|
)
|
|
(12
|
)
|
|
(8
|
)
|
|
42
|
|
(50)
|
|||
Total financing revenue and other interest income
|
|
588
|
|
|
378
|
|
|
361
|
|
|
56
|
|
5
|
|||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||
Original issue discount amortization (b)
|
|
90
|
|
|
78
|
|
|
62
|
|
|
(15)
|
|
(26)
|
|||
Other interest expense (c)
|
|
348
|
|
|
337
|
|
|
212
|
|
|
(3)
|
|
(59)
|
|||
Total interest expense
|
|
438
|
|
|
415
|
|
|
274
|
|
|
(6)
|
|
(51)
|
|||
Net financing revenue and other interest income
|
|
150
|
|
|
(37
|
)
|
|
87
|
|
|
n/m
|
|
(143)
|
|||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) gain on mortgage and automotive loans, net
|
|
(11
|
)
|
|
(6
|
)
|
|
68
|
|
|
(83)
|
|
(109)
|
|||
Loss on extinguishment of debt
|
|
(7
|
)
|
|
(5
|
)
|
|
(357
|
)
|
|
(40)
|
|
99
|
|||
Other gain on investments, net
|
|
24
|
|
|
101
|
|
|
70
|
|
|
(76)
|
|
44
|
|||
Other income, net of losses
|
|
75
|
|
|
72
|
|
|
68
|
|
|
4
|
|
6
|
|||
Total other revenue (expense)
|
|
81
|
|
|
162
|
|
|
(151
|
)
|
|
(50)
|
|
n/m
|
|||
Total net revenue
|
|
231
|
|
|
125
|
|
|
(64
|
)
|
|
85
|
|
n/m
|
|||
Provision for loan losses
|
|
(16
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|
23
|
|
160
|
|||
Total noninterest expense (d)
|
|
262
|
|
|
199
|
|
|
155
|
|
|
(32)
|
|
(28)
|
|||
Loss from continuing operations before income tax expense
|
|
$
|
(15
|
)
|
|
$
|
(61
|
)
|
|
$
|
(214
|
)
|
|
75
|
|
71
|
Total assets
|
|
$
|
29,908
|
|
|
$
|
28,719
|
|
|
$
|
26,754
|
|
|
4
|
|
7
|
(a)
|
Primarily related to financing revenue from our legacy mortgage portfolio and impacts related to hedging activities associated with our consumer automotive loan portfolio.
|
(b)
|
Amortization is included as interest on long-term debt in the
Consolidated Statement of Comprehensive Income
.
|
(c)
|
Includes the residual impacts of our FTP methodology and impacts of hedging activities of certain debt obligations.
|
(d)
|
Includes reductions of
$804 million
,
$770 million
, and
$755 million
for the
years ended
December 31, 2017
,
2016
,
2015
, respectively, related to the allocation of corporate overhead expenses to other segments. The receiving segments record their allocation of corporate overhead expense within other operating expense.
|
Year ended December 31,
($ in millions)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and thereafter (a)
|
|
Total
|
||||||||||||||
Original issue discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Outstanding balance at year end
|
|
$
|
1,135
|
|
|
$
|
1,096
|
|
|
$
|
1,057
|
|
|
$
|
1,014
|
|
|
$
|
967
|
|
|
$
|
—
|
|
|
|
||
Total amortization (b)
|
|
100
|
|
|
39
|
|
|
39
|
|
|
43
|
|
|
47
|
|
|
967
|
|
|
$
|
1,235
|
|
(a)
|
The maximum annual scheduled amortization for any individual year is
$153 million
in 2030.
|
(b)
|
The amortization is included as interest on long-term debt on the
Consolidated Statement of Income
.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Cash
|
|
|
|
|
||||
Noninterest-bearing cash
|
|
$
|
523
|
|
|
$
|
1,249
|
|
Interest-bearing cash
|
|
2,425
|
|
|
3,770
|
|
||
Total cash
|
|
2,948
|
|
|
5,019
|
|
||
Available-for-sale securities
|
|
|
|
|
||||
Debt securities
|
|
|
|
|
||||
U.S. Treasury
|
|
1,397
|
|
|
1,321
|
|
||
U.S. States and political subdivisions
|
|
81
|
|
|
38
|
|
||
Agency mortgage-backed residential
|
|
13,678
|
|
|
9,657
|
|
||
Mortgage-backed residential
|
|
2,320
|
|
|
1,870
|
|
||
Mortgage-backed commercial
|
|
519
|
|
|
498
|
|
||
Asset-backed
|
|
936
|
|
|
1,394
|
|
||
Total available-for-sale securities
|
|
18,931
|
|
|
14,778
|
|
||
Held-to-maturity securities
|
|
|
|
|
||||
Debt securities
|
|
|
|
|
||||
Agency mortgage-backed residential
|
|
1,829
|
|
|
789
|
|
||
Asset-backed retained notes
|
|
36
|
|
|
—
|
|
||
Total held-to-maturity securities
|
|
1,865
|
|
|
789
|
|
||
Total cash and securities
|
|
$
|
23,744
|
|
|
$
|
20,586
|
|
|
4th Quarter 2017
|
3rd Quarter 2017
|
2nd Quarter 2017
|
1st Quarter 2017
|
4th Quarter 2016
|
3rd Quarter 2016
|
||||||||||||
Trading days (a)
|
62.5
|
|
62.5
|
|
63.0
|
|
62.0
|
|
62.5
|
|
64.0
|
|
||||||
Average customer trades per day
(in thousands)
|
16.8
|
|
15.5
|
|
16.5
|
|
19.1
|
|
17.5
|
|
17.1
|
|
||||||
Funded accounts (b)
(in thousands)
|
261
|
|
255
|
|
250
|
|
251
|
|
244
|
|
240
|
|
||||||
Total net customer assets
($ in millions)
|
$
|
5,355
|
|
$
|
5,204
|
|
$
|
5,007
|
|
$
|
4,987
|
|
$
|
4,771
|
|
$
|
4,678
|
|
Total customer cash balances
($ in millions)
|
$
|
1,144
|
|
$
|
1,168
|
|
$
|
1,154
|
|
$
|
1,232
|
|
$
|
1,253
|
|
$
|
1,177
|
|
(a)
|
Represents the number of days the New York Stock Exchange and other U.S. stock exchange markets are open for trading. A half day represents a day when the U.S. markets close early.
|
(b)
|
Represents open and funded brokerage accounts.
|
•
|
Lines of Business
— Responsible for managing all of the risks that emanate from their risk-taking activities.
|
•
|
Risk Management
— Responsible for establishing and maintaining our risk management program and promulgating it enterprise-wide. Risk management also provides an independent review and challenge to the Lines of Business adherence to our risk management program.
|
•
|
Internal Audit/Loan Review
— Provides its own independent assessments over our internal controls and governance.
|
•
|
Credit risk
— The risk of loss arising from an obligor not meeting its contractual obligations to Ally.
|
•
|
Lease Residual risk
— The risk of loss arising from the possibility that the actual proceeds realized upon the sale of returned vehicles will be lower than the projection of the values used in establishing the pricing at lease inception.
|
•
|
Market risk
— The risk of loss arising from changes in the fair value of our assets or liabilities (including derivatives) caused by movements in market variables, such as interest rates, foreign-exchange rates, and equity and commodity prices.
|
•
|
Operational risk
— The risk of loss or harm arising from inadequate or failed processes or systems, human factors, or external events.
|
•
|
Insurance/Underwriting risk
— The risk of loss associated with insured events occurring, the severity of insured events, and the timing of claim payments arising from insured events.
|
•
|
Business/Strategic risk
— The risk resulting from the pursuit of business plans that turn out to be unsuccessful because of, for example, uninformed business decisions, inadequate resource allocation, or failure to respond well to changes in the business and competitive environment.
|
•
|
Reputation risk
— The risk to earnings or capital arising from negative public opinion.
|
•
|
Liquidity risk
— The risk that our financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet our financial obligations, and to withstand unforeseen liquidity stress events (refer to discussion in the section titled
Liquidity Management, Funding, and Regulatory Capital
within this MD&A).
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Finance receivables and loans
|
|
|
|
|
||||
Automotive Finance
|
|
$
|
105,129
|
|
|
$
|
104,646
|
|
Mortgage Finance
|
|
11,657
|
|
|
8,294
|
|
||
Corporate Finance
|
|
3,910
|
|
|
3,180
|
|
||
Corporate and Other (a)
|
|
2,197
|
|
|
2,824
|
|
||
Total finance receivables and loans
|
|
122,893
|
|
|
118,944
|
|
||
Loans held-for-sale
|
|
|
|
|
||||
Mortgage Finance (b)
|
|
13
|
|
|
—
|
|
||
Corporate Finance
|
|
77
|
|
|
—
|
|
||
Corporate and Other
|
|
18
|
|
|
—
|
|
||
Total loans held-for-sale
|
|
108
|
|
|
—
|
|
||
Total on-balance sheet loans
|
|
123,001
|
|
|
118,944
|
|
||
Off-balance sheet securitized loans
|
|
|
|
|
||||
Automotive Finance (c)
|
|
1,964
|
|
|
2,392
|
|
||
Whole-loan sales
|
|
|
|
|
||||
Automotive Finance (c)
|
|
1,399
|
|
|
3,164
|
|
||
Total off-balance sheet loans
|
|
3,363
|
|
|
5,556
|
|
||
Operating lease assets
|
|
|
|
|
||||
Automotive Finance
|
|
8,741
|
|
|
11,470
|
|
||
Total loan and lease exposure
|
|
$
|
135,105
|
|
|
$
|
135,970
|
|
Serviced loans and leases
|
|
|
|
|
||||
Automotive Finance
|
|
$
|
116,878
|
|
|
$
|
121,480
|
|
Mortgage Finance
|
|
11,670
|
|
|
8,294
|
|
||
Corporate Finance
|
|
3,893
|
|
|
2,991
|
|
||
Corporate and Other
|
|
2,093
|
|
|
2,757
|
|
||
Total serviced loans and leases
|
|
$
|
134,534
|
|
|
$
|
135,522
|
|
(a)
|
Includes
$2.1 billion
and
$2.8 billion
of consumer mortgage loans in our legacy mortgage portfolio at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(b)
|
Represents the current balance of conforming mortgages originated directly to the held-for-sale portfolio.
|
(c)
|
Represents the current unpaid principal balance of outstanding loans based on our customary representation and warranty provisions.
|
•
|
Finance receivables and loans
— Loans that we have the intent and ability to hold for the foreseeable future or until maturity, or loans associated with an on-balance sheet securitization classified as secured borrowing. Finance receivables and loans are reported at their gross carrying value, which includes the principal amount outstanding, net of unamortized deferred fees and costs on originated loans, unamortized premiums and discounts on purchased loans, unamortized basis adjustments arising from the designation of finance receivables and loans as the hedged item in qualifying fair value hedge relationships, and cumulative principal charge-offs. We refer to the gross carrying value less the allowance for loan loss as the net carrying value in finance receivables and loans. We manage the economic risks of these exposures, including credit risk, by adjusting underwriting standards and risk limits, augmenting our servicing and collection activities (including loan modifications and restructurings), and optimizing our product and geographic concentrations. Additionally, we may elect to account for certain mortgage loans at fair value. Changes in the fair value of these loans are recognized in a valuation allowance separate from the allowance for loan losses and are reflected in current period earnings. We use market-based instruments, such as derivatives, to hedge changes in the fair value of these loans.
|
•
|
Loans held-for-sale
— Loans that we do not have the intent and ability to hold for the foreseeable future or until maturity. These loans are recorded on our balance sheet at the lower of their net carrying value or fair market value and are evaluated by portfolio and product type. Changes in the recorded value are recognized in a valuation allowance and reflected in current period earnings. We manage the economic risks of these exposures, including market and credit risks, in various ways including the use of market-based instruments, such as derivatives.
|
•
|
Off-balance sheet securitized loans
— Loans that we transfer off-balance sheet to nonconsolidated variable interest entities. Our exposure is primarily limited to customary representation and warranty provisions. Similar to finance receivables and loans, we manage the economic risks of these exposures through activities including servicing and collections.
|
•
|
Whole-loan sales
— Loans that we transfer off-balance sheet to third-party investors. Our exposure is primarily limited to customary representation and warranty provisions. Similar to finance receivables and loans, we manage the economic risks of these exposures through activities including servicing and collections.
|
•
|
Operating lease assets
— The net book value of the automotive assets we lease includes the expected residual values upon remarketing the vehicles at the end of the lease and is reported net of accumulated depreciation. We are exposed to fluctuations in the expected residual value upon remarketing the vehicle at the end of the lease, and as such at contract inception, we determine pricing based on the projected residual value of the lease 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 lease vehicle at termination based on current market conditions and adjust depreciation expense appropriately over the remaining life of the contract. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value resulting in a gain or loss on remarketing recorded through depreciation expense. The balance sheet reflects both the lease asset as well as any associated rent receivables. The lease rent receivable is accrued when collection is reasonably assured and presented as a component of other assets. The lease asset is reviewed for impairment in accordance with applicable accounting standards.
|
•
|
Serviced loans and leases
— Loans that we service on behalf of our customers or another financial institution. As such, these loans can be on- or off-balance sheet. For our serviced consumer automotive loans, we do not recognize servicing assets or liabilities because we receive a fee that adequately compensates us for the servicing costs.
|
|
|
Outstanding
|
|
Nonperforming (a)
|
|
Accruing past due 90 days or more
|
||||||||||||||||||
December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables and loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans at gross carrying value
|
|
$
|
81,821
|
|
|
$
|
76,843
|
|
|
$
|
720
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans held-for-sale
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer loans (b)
|
|
81,834
|
|
|
76,843
|
|
|
720
|
|
|
697
|
|
|
—
|
|
|
—
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables and loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans at gross carrying value
|
|
41,072
|
|
|
42,101
|
|
|
72
|
|
|
122
|
|
|
—
|
|
|
—
|
|
||||||
Loans held-for-sale
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loans
|
|
41,167
|
|
|
42,101
|
|
|
72
|
|
|
122
|
|
|
—
|
|
|
—
|
|
||||||
Total on-balance sheet loans
|
|
$
|
123,001
|
|
|
$
|
118,944
|
|
|
$
|
792
|
|
|
$
|
819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Includes nonaccrual TDR loans of
$270 million
and
$286 million
at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(b)
|
Includes outstanding CSG loans of
$7.3 billion
and
$6.7 billion
at
December 31, 2017
, and
December 31, 2016
, respectively, and RV loans of
$1.8 billion
and
$1.7 billion
at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(a)
|
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
|
(a)
|
Includes nonaccrual TDR loans of $219 million and $240 million at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(b)
|
Includes $18 million and $43 million of fair value adjustment for loans in hedge accounting relationships at
December 31, 2017
, and
December 31, 2016
, respectively. Refer to
Note 22
to the
Consolidated Financial Statements
for additional information.
|
(c)
|
Includes outstanding CSG loans of $7.3 billion and $6.7 billion at
December 31, 2017
, and
December 31, 2016
, respectively, and RV loans of $1.8 billion and $1.7 billion at
December 31, 2017
, and
December 31, 2016
, respectively.
|
|
|
Net charge-offs
|
|
Net charge-off ratios (a)
|
||||||||||
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Consumer automotive
|
|
$
|
986
|
|
|
$
|
795
|
|
|
1.5
|
%
|
|
1.2
|
%
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
||||||
Mortgage Finance
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage — Legacy
|
|
5
|
|
|
7
|
|
|
0.2
|
|
|
0.2
|
|
||
Total consumer finance receivables and loans
|
|
$
|
992
|
|
|
$
|
802
|
|
|
1.3
|
|
|
1.1
|
|
(a)
|
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Consumer automotive
|
|
$
|
30,448
|
|
|
$
|
32,619
|
|
Consumer mortgage (a)
|
|
284
|
|
|
7
|
|
||
Total consumer loan originations
|
|
$
|
30,732
|
|
|
$
|
32,626
|
|
(a)
|
Excludes bulk loan purchases associated with our Mortgage Finance operations and includes $136 million of loans originated as held-for-sale for the
year ended
December 31, 2017
.
|
|
|
2017 (a)
|
|
2016
|
||||||||
December 31,
|
|
Consumer automotive
|
|
Consumer mortgage
|
|
Consumer automotive
|
|
Consumer mortgage
|
||||
California
|
|
8.2
|
%
|
|
34.6
|
%
|
|
7.8
|
%
|
|
34.2
|
%
|
Texas
|
|
13.2
|
|
|
6.5
|
|
|
13.6
|
|
|
6.6
|
|
Florida
|
|
8.5
|
|
|
4.8
|
|
|
8.2
|
|
|
4.4
|
|
Pennsylvania
|
|
4.6
|
|
|
1.5
|
|
|
4.7
|
|
|
1.5
|
|
Illinois
|
|
4.2
|
|
|
3.2
|
|
|
4.3
|
|
|
3.4
|
|
Georgia
|
|
4.2
|
|
|
2.5
|
|
|
4.3
|
|
|
2.2
|
|
North Carolina
|
|
3.7
|
|
|
1.8
|
|
|
3.6
|
|
|
1.6
|
|
Ohio
|
|
3.4
|
|
|
0.5
|
|
|
3.5
|
|
|
0.5
|
|
New York
|
|
3.0
|
|
|
2.2
|
|
|
3.2
|
|
|
1.9
|
|
Missouri
|
|
2.9
|
|
|
0.9
|
|
|
2.8
|
|
|
1.2
|
|
Other United States
|
|
44.1
|
|
|
41.5
|
|
|
44.0
|
|
|
42.5
|
|
Total consumer loans
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(a)
|
Presentation is in descending order as a percentage of total consumer finance receivables and loans at
December 31, 2017
.
|
(a)
|
Includes nonaccrual TDR loans of $51 million and $46 million at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(b)
|
Other commercial primarily includes senior secured commercial lending largely associated with our Corporate Finance operations.
|
|
|
Net charge-offs (recoveries)
|
|
Net charge-off ratios (a)
|
||||||||||
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
2
|
|
|
$
|
1
|
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
16
|
|
|
(2
|
)
|
|
0.5
|
|
|
(0.1
|
)
|
||
Total commercial finance receivables and loans
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
—
|
|
|
—
|
|
(a)
|
Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
|
December 31,
|
|
2017
|
|
2016
|
||
Texas
|
|
15.7
|
%
|
|
16.1
|
%
|
Florida
|
|
10.3
|
|
|
10.2
|
|
California
|
|
8.2
|
|
|
7.9
|
|
Michigan
|
|
7.7
|
|
|
7.6
|
|
Georgia
|
|
4.6
|
|
|
3.6
|
|
New Jersey
|
|
3.6
|
|
|
4.2
|
|
North Carolina
|
|
3.6
|
|
|
3.6
|
|
South Carolina
|
|
3.5
|
|
|
2.7
|
|
Pennsylvania
|
|
3.0
|
|
|
3.1
|
|
Missouri
|
|
2.4
|
|
|
2.5
|
|
Other United States
|
|
37.4
|
|
|
38.5
|
|
Total commercial real estate finance receivables and loans
|
|
100.0
|
%
|
|
100.0
|
%
|
December 31,
|
|
2017
|
|
2016
|
||
Industry
|
|
|
|
|
||
Automotive
|
|
76.3
|
%
|
|
81.2
|
%
|
Services
|
|
6.7
|
|
|
6.3
|
|
Health/Medical
|
|
4.9
|
|
|
2.3
|
|
Other
|
|
12.1
|
|
|
10.2
|
|
Total commercial criticized finance receivables and loans
|
|
100.0
|
%
|
|
100.0
|
%
|
December 31, 2017
($ in millions)
|
Within 1 year (a)
|
|
1–5 years
|
|
After 5 years
|
|
Total (b)
|
||||||||
Commercial and industrial
|
$
|
31,473
|
|
|
$
|
4,502
|
|
|
$
|
937
|
|
|
$
|
36,912
|
|
Commercial real estate
|
183
|
|
|
1,627
|
|
|
2,350
|
|
|
4,160
|
|
||||
Total commercial finance receivables and loans
|
$
|
31,656
|
|
|
$
|
6,129
|
|
|
$
|
3,287
|
|
|
$
|
41,072
|
|
Loans at fixed interest rates
|
|
|
$
|
1,620
|
|
|
$
|
2,424
|
|
|
|
||||
Loans at variable interest rates
|
|
|
4,509
|
|
|
863
|
|
|
|
||||||
Total commercial finance receivables and loans
|
|
|
$
|
6,129
|
|
|
$
|
3,287
|
|
|
|
(a)
|
Includes loans (e.g., floorplan) with revolving terms.
|
(b)
|
Loan maturities are based on the remaining maturities under contractual terms.
|
Year ended December 31, 2017
($ in millions)
|
|
Consumer automotive
|
|
Consumer mortgage
|
|
Total consumer
|
|
Commercial
|
|
Total
|
||||||||||
Allowance at January 1, 2017
|
|
$
|
932
|
|
|
$
|
91
|
|
|
$
|
1,023
|
|
|
$
|
121
|
|
|
$
|
1,144
|
|
Charge-offs (a)
|
|
(1,344
|
)
|
|
(30
|
)
|
|
(1,374
|
)
|
|
(18
|
)
|
|
(1,392
|
)
|
|||||
Recoveries
|
|
358
|
|
|
24
|
|
|
382
|
|
|
—
|
|
|
382
|
|
|||||
Net charge-offs
|
|
(986
|
)
|
|
(6
|
)
|
|
(992
|
)
|
|
(18
|
)
|
|
(1,010
|
)
|
|||||
Provision for loan losses
|
|
1,127
|
|
|
(7
|
)
|
|
1,120
|
|
|
28
|
|
|
1,148
|
|
|||||
Other (b)
|
|
(7
|
)
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Allowance at December 31, 2017
|
|
$
|
1,066
|
|
|
$
|
79
|
|
|
$
|
1,145
|
|
|
$
|
131
|
|
|
$
|
1,276
|
|
Allowance for loan losses to finance receivables and loans outstanding at December 31, 2017 (c)
|
|
1.6
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|||||
Net charge-offs to average finance receivables and loans outstanding for the year ended December 31, 2017
|
|
1.5
|
%
|
|
0.1
|
%
|
|
1.3
|
%
|
|
—
|
%
|
|
0.8
|
%
|
|||||
Allowance for loan losses to total nonperforming finance receivables and loans at December 31, 2017 (c)
|
|
176.9
|
%
|
|
67.3
|
%
|
|
159.1
|
%
|
|
182.2
|
%
|
|
161.2
|
%
|
|||||
Ratio of allowance for loan losses to net charge-offs at December 31, 2017
|
|
1.1
|
|
|
12.2
|
|
|
1.2
|
|
|
7.3
|
|
|
1.3
|
|
(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
for more information regarding our charge-off policies.
|
(b)
|
Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
|
(c)
|
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the gross carrying value.
|
Year ended December 31, 2016
($ in millions)
|
|
Consumer automotive
|
|
Consumer mortgage
|
|
Total consumer
|
|
Commercial
|
|
Total
|
||||||||||
Allowance at January 1, 2016
|
|
$
|
834
|
|
|
$
|
114
|
|
|
$
|
948
|
|
|
$
|
106
|
|
|
$
|
1,054
|
|
Charge-offs (a)
|
|
(1,102
|
)
|
|
(39
|
)
|
|
(1,141
|
)
|
|
(1
|
)
|
|
(1,142
|
)
|
|||||
Recoveries
|
|
307
|
|
|
32
|
|
|
339
|
|
|
2
|
|
|
341
|
|
|||||
Net charge-offs
|
|
(795
|
)
|
|
(7
|
)
|
|
(802
|
)
|
|
1
|
|
|
(801
|
)
|
|||||
Provision for loan losses
|
|
919
|
|
|
(16
|
)
|
|
903
|
|
|
14
|
|
|
917
|
|
|||||
Other (b)
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||
Allowance at December 31, 2016
|
|
$
|
932
|
|
|
$
|
91
|
|
|
$
|
1,023
|
|
|
$
|
121
|
|
|
$
|
1,144
|
|
Allowance for loan losses to finance receivables and loans outstanding at December 31, 2016 (c)
|
|
1.4
|
%
|
|
0.8
|
%
|
|
1.3
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|||||
Net charge-offs to average finance receivables and loans outstanding for the year ended December 31, 2016
|
|
1.2
|
%
|
|
0.1
|
%
|
|
1.1
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|||||
Allowance for loan losses to total nonperforming finance receivables and loans at December 31, 2016 (c)
|
|
155.8
|
%
|
|
92.1
|
%
|
|
146.8
|
%
|
|
99.3
|
%
|
|
139.7
|
%
|
|||||
Ratio of allowance for loan losses to net charge-offs at December 31, 2016
|
|
1.2
|
|
|
13.7
|
|
|
1.3
|
|
|
n/m
|
|
|
1.4
|
|
(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
for more information regarding our charge-off policies.
|
(b)
|
Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
|
(c)
|
Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the gross carrying value.
|
|
|
2017
|
|
2016
|
||||||||||||||||
December 31,
($ in millions)
|
|
Allowance for loan losses
|
|
Allowance as a % of loans outstanding
|
|
Allowance as a % of total allowance for loan losses
|
|
Allowance for loan losses
|
|
Allowance as a % of loans outstanding
|
|
Allowance as a % of total allowance for loan losses
|
||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Consumer automotive
|
|
$
|
1,066
|
|
|
1.6
|
%
|
|
83.5
|
%
|
|
$
|
932
|
|
|
1.4
|
%
|
|
81.4
|
%
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage Finance
|
|
19
|
|
|
0.2
|
|
|
1.5
|
|
|
11
|
|
|
0.1
|
|
|
1.0
|
|
||
Mortgage — Legacy
|
|
60
|
|
|
2.9
|
|
|
4.7
|
|
|
80
|
|
|
2.9
|
|
|
7.0
|
|
||
Total consumer mortgage
|
|
79
|
|
|
0.6
|
|
|
6.2
|
|
|
91
|
|
|
0.8
|
|
|
8.0
|
|
||
Total consumer loans
|
|
1,145
|
|
|
1.4
|
|
|
89.7
|
|
|
1,023
|
|
|
1.3
|
|
|
89.4
|
|
||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Automotive
|
|
37
|
|
|
0.1
|
|
|
2.9
|
|
|
32
|
|
|
0.1
|
|
|
2.8
|
|
||
Other
|
|
68
|
|
|
1.7
|
|
|
5.4
|
|
|
64
|
|
|
2.0
|
|
|
5.6
|
|
||
Commercial real estate
|
|
26
|
|
|
0.6
|
|
|
2.0
|
|
|
25
|
|
|
0.7
|
|
|
2.2
|
|
||
Total commercial loans
|
|
131
|
|
|
0.3
|
|
|
10.3
|
|
|
121
|
|
|
0.3
|
|
|
10.6
|
|
||
Total allowance for loan losses
|
|
$
|
1,276
|
|
|
1.0
|
|
|
100.0
|
%
|
|
$
|
1,144
|
|
|
1.0
|
|
|
100.0
|
%
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Consumer
|
|
|
|
|
|
|
||||||
Consumer automotive
|
|
$
|
1,127
|
|
|
$
|
919
|
|
|
$
|
739
|
|
Consumer mortgage
|
|
|
|
|
|
|
||||||
Mortgage Finance
|
|
8
|
|
|
(4
|
)
|
|
7
|
|
|||
Mortgage — Legacy
|
|
(15
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Total consumer mortgage
|
|
(7
|
)
|
|
(16
|
)
|
|
1
|
|
|||
Total consumer loans
|
|
1,120
|
|
|
903
|
|
|
740
|
|
|||
Commercial
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
|
|
|
|
|
||||||
Automotive
|
|
6
|
|
|
4
|
|
|
(34
|
)
|
|||
Other
|
|
21
|
|
|
9
|
|
|
10
|
|
|||
Commercial real estate
|
|
1
|
|
|
1
|
|
|
(9
|
)
|
|||
Total commercial loans
|
|
28
|
|
|
14
|
|
|
(33
|
)
|
|||
Total provision for loan losses
|
|
$
|
1,148
|
|
|
$
|
917
|
|
|
$
|
707
|
|
•
|
Priced residual value projections
— At contract inception, we determine pricing based on the projected residual value of the lease 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 unanticipated 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 recorded through depreciation expense.
|
•
|
Remarketing abilities
— Our ability to efficiently process and effectively market off-lease vehicles affects the disposal costs and the proceeds realized from vehicle sales. Vehicles can be remarketed through auction (internet and physical), sale to dealer, sale to lessee, and other methods. The results within these channels vary, with physical auction typically resulting in the lowest-priced outcome.
|
•
|
Manufacturer vehicle and marketing programs
— Automotive manufacturers influence lease residual results in the following ways:
|
◦
|
The brand image of automotive manufacturers and consumer demand for their products affect residual risk.
|
◦
|
Automotive manufacturer marketing programs may influence the used vehicle market for those vehicles through programs such as incentives on new vehicles, programs designed to encourage lessees to terminate their leases early in conjunction with the acquisition of a new vehicle (referred to as pull-ahead programs), and special rate used vehicle programs.
|
•
|
Used vehicle market
— We have exposure to changes in used vehicle prices. General economic conditions, used vehicle supply and demand, and new vehicle market prices heavily influence used vehicle prices.
|
Year ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Off-lease vehicles terminated
(in units)
|
|
268,054
|
|
|
307,557
|
|
|
264,256
|
|
|||
Average gain per vehicle
($ per unit)
|
|
$
|
462
|
|
|
$
|
691
|
|
|
$
|
1,329
|
|
Method of vehicle sales
|
|
|
|
|
|
|
||||||
Auction
|
|
|
|
|
|
|
||||||
Internet
|
|
56
|
%
|
|
55
|
%
|
|
49
|
%
|
|||
Physical
|
|
13
|
|
|
13
|
|
|
12
|
|
|||
Sale to dealer, lessee, and other
|
|
31
|
|
|
32
|
|
|
39
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
Sport utility vehicle
|
|
55
|
%
|
|
52
|
%
|
|
48
|
%
|
Truck
|
|
27
|
|
|
17
|
|
|
14
|
|
Car
|
|
18
|
|
|
31
|
|
|
38
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
Chrysler vehicles
|
|
79
|
%
|
|
44
|
%
|
|
26
|
%
|
GM vehicles
|
|
12
|
|
|
51
|
|
|
71
|
|
Other
|
|
9
|
|
|
5
|
|
|
3
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Financial instruments exposed to changes in:
|
|
|
|
|
||||
Interest rates
|
|
|
|
|
||||
Estimated fair value
|
|
(a)
|
|
|
(a)
|
|
||
Effect of 10% adverse change in rates
|
|
(a)
|
|
|
(a)
|
|
||
Foreign-currency exchange rates
|
|
|
|
|
||||
Estimated fair value
|
|
$
|
359
|
|
|
$
|
357
|
|
Effect of 10% adverse change in rates
|
|
(22
|
)
|
|
(19
|
)
|
||
Equity prices
|
|
|
|
|
||||
Estimated fair value
|
|
$
|
577
|
|
|
$
|
657
|
|
Effect of 10% decrease in prices
|
|
(58
|
)
|
|
(58
|
)
|
(a)
|
Refer to the section titled
Net Financing Revenue Sensitivity Analysis
for information on the interest rate sensitivity of our financial instruments
|
|
|
2017
|
|
2016
|
||||||||||||
Year ended December 31,
($ in millions)
|
|
Gradual (a)
|
|
Instantaneous
|
|
Gradual (a)
|
|
Instantaneous
|
||||||||
Change in interest rates
|
|
|
|
|
|
|
|
|
||||||||
-100 basis points
|
|
$
|
(22
|
)
|
|
$
|
15
|
|
|
$
|
(14
|
)
|
|
$
|
46
|
|
+100 basis points
|
|
(18
|
)
|
|
(106
|
)
|
|
(2
|
)
|
|
(62
|
)
|
||||
+200 basis points
|
|
(68
|
)
|
|
(294
|
)
|
|
(19
|
)
|
|
(153
|
)
|
(a)
|
Gradual changes in interest rates are recognized over 12 months.
|
(a)
|
Funding from committed secured 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.
|
|
4th quarter 2017
|
3rd quarter 2017
|
2nd quarter 2017
|
1st quarter 2017
|
4th quarter 2016
|
3rd quarter 2016
|
2nd quarter 2016
|
1st quarter 2016
|
||||||||||||||||
Number of retail bank accounts
(in thousands)
|
2,740
|
|
2,603
|
|
2,474
|
|
2,366
|
|
2,269
|
|
2,203
|
|
2,134
|
|
2,062
|
|
||||||||
Deposits
($ in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Retail
|
$
|
77,925
|
|
$
|
74,928
|
|
$
|
71,094
|
|
$
|
69,971
|
|
$
|
66,584
|
|
$
|
63,880
|
|
$
|
61,239
|
|
$
|
58,977
|
|
Brokered (a)
|
15,211
|
|
15,045
|
|
14,937
|
|
14,327
|
|
12,187
|
|
11,570
|
|
11,269
|
|
10,979
|
|
||||||||
Other (b)
|
120
|
|
143
|
|
152
|
|
188
|
|
251
|
|
294
|
|
294
|
|
309
|
|
||||||||
Total deposits
|
$
|
93,256
|
|
$
|
90,116
|
|
$
|
86,183
|
|
$
|
84,486
|
|
$
|
79,022
|
|
$
|
75,744
|
|
$
|
72,802
|
|
$
|
70,265
|
|
(a)
|
Brokered deposit balances include a deposit related to Ally Invest customer cash balances deposited at Ally Bank by a third party of
$1.2 billion
as of the end of each quarter in 2017, and $200 million as of December 31, 2016.
|
(b)
|
Other deposits include mortgage escrow, dealer, and other deposits.
|
•
|
We closed, renewed, increased, and/or extended a net of
$4.4 billion
in U.S. secured credit facilities during the year ended
December 31, 2017
.
|
•
|
We continued to access the public and private term asset-backed securitization markets raising
$7.3 billion
during the year ended
December 31, 2017
. During 2017, we raised approximately
$5.9 billion
through securitizations backed by retail automotive loans and operating leases, which includes
$4.4 billion
raised through on-balance sheet public securitizations,
$1.1 billion
raised through an off-balance sheet public securitization, and
$421 million
raised through a private operating lease securitization. We also raised
$1.4 billion
through public securitizations backed by dealer floorplan automotive assets.
|
|
|
On-balance sheet funding
|
|
% Share of funding
|
||||||||||
December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Secured financings
|
|
$
|
36,869
|
|
|
$
|
43,140
|
|
|
25
|
%
|
|
30
|
%
|
Institutional term debt
|
|
15,099
|
|
|
19,276
|
|
|
10
|
|
|
13
|
|
||
Retail debt programs (a)
|
|
3,463
|
|
|
4,070
|
|
|
2
|
|
|
3
|
|
||
Total debt (b)
|
|
55,431
|
|
|
66,486
|
|
|
37
|
|
|
46
|
|
||
Deposits
|
|
93,256
|
|
|
79,022
|
|
|
63
|
|
|
54
|
|
||
Total on-balance sheet funding
|
|
$
|
148,687
|
|
|
$
|
145,508
|
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Includes
$292 million
and $448 million of retail term notes at
December 31, 2017
, and December 31, 2016, respectively.
|
(b)
|
Excludes fair value adjustment as described in
Note 22
to the
Consolidated Financial Statements
.
|
(a)
|
Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
|
(b)
|
On
January 10, 2018
, the Board declared a quarterly cash dividend payment of
$0.13
per share on all common stock, a $0.01 per share increase relative to our prior quarterly cash dividend. Refer to
Note 32
to the
Consolidated Financial Statements
for further information regarding this common stock dividend.
|
Rating agency
|
|
Short-term
|
|
Senior unsecured debt
|
|
Outlook
|
|
Date of last action
|
Fitch
|
|
B
|
|
BB+
|
|
Positive
|
|
September 8, 2017 (a)
|
Moody’s
|
|
Not Prime
|
|
Ba3
|
|
Stable
|
|
October 20, 2015 (b)
|
S&P
|
|
B
|
|
BB+
|
|
Stable
|
|
October 16, 2017 (c)
|
DBRS
|
|
R-3
|
|
BBB (Low)
|
|
Stable
|
|
May 3, 2017 (d)
|
(a)
|
Fitch affirmed our senior unsecured debt rating of BB+, affirmed our short-term rating of B, and changed the outlook from Stable to Positive on September 8, 2017.
|
(b)
|
Moody’s upgraded our senior unsecured debt rating to Ba3 from B1, affirmed our short-term rating of Not Prime, and changed the outlook to Stable on October 20, 2015. Effective December 1, 2014, we determined to not renew our contractual arrangement with Moody’s related to their providing of our issuer, senior debt, and short-term ratings. Notwithstanding this, Moody’s has determined to continue to provide these ratings on a discretionary basis. However, Moody’s has no obligation to continue to provide these ratings, and could cease doing so at any time.
|
(c)
|
Standard & Poor’s affirmed our senior unsecured debt rating of BB+, affirmed our short-term rating of B, and maintained a Stable outlook on October 16, 2017.
|
(d)
|
DBRS affirmed our senior unsecured debt rating of BBB (Low), affirmed our short-term rating of R-3, and maintained a Stable outlook on all ratings on May 3, 2017.
|
December 31, 2017
($ in millions)
|
Total
|
|
Less than 1 year
|
|
1–3 years
|
|
3–5 years
|
|
More than 5 years
|
||||||||||
Contractually obligated payments due by period
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
||||||||||
Total (a)
|
$
|
45,358
|
|
|
$
|
11,109
|
|
|
$
|
19,187
|
|
|
$
|
7,058
|
|
|
$
|
8,004
|
|
Scheduled interest payments for fixed-rate long-term debt
|
5,311
|
|
|
1,050
|
|
|
1,386
|
|
|
772
|
|
|
2,103
|
|
|||||
Estimated interest payments for variable-rate long-term debt (b)
|
4,928
|
|
|
399
|
|
|
630
|
|
|
467
|
|
|
3,432
|
|
|||||
Estimated net payments under interest rate swap agreements (b)
|
20
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
9
|
|
|||||
Lease commitments
|
489
|
|
|
35
|
|
|
69
|
|
|
69
|
|
|
316
|
|
|||||
Purchase obligations
|
123
|
|
|
85
|
|
|
36
|
|
|
2
|
|
|
—
|
|
|||||
Bank certificates of deposit (c) (d)
|
43,896
|
|
|
28,770
|
|
|
12,213
|
|
|
2,913
|
|
|
—
|
|
|||||
Deposit liabilities without a stated maturity (d) (e)
|
49,387
|
|
|
49,387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractually obligated payments due by period
|
$
|
149,512
|
|
|
$
|
90,835
|
|
|
$
|
33,532
|
|
|
$
|
11,281
|
|
|
$
|
13,864
|
|
Total other commitments by expiration period
|
|
|
|
|
|
|
|
|
|
||||||||||
Lending commitments
|
$
|
3,181
|
|
|
$
|
1,206
|
|
|
$
|
638
|
|
|
$
|
868
|
|
|
$
|
469
|
|
(a)
|
Total long-term debt amount reflects the remaining principal obligation and excludes net original issue discount of $1.2 billion, unamortized debt issuance costs of $110 million, and fair value adjustments of $208 million related to fixed-rate debt designated as a hedged item.
|
(b)
|
Estimated using a forecasted variable interest model, when available, or the applicable variable interest rate as of the most recent reset date prior to
December 31, 2017
. For additional information on derivative instruments and hedging activities, refer to
Note 22
to the
Consolidated Financial Statements
.
|
(c)
|
Amounts presented exclude unamortized commissions paid to brokers.
|
(d)
|
Deposits exclude estimated interest payments.
|
(e)
|
Deposits without a stated maturity are payable on demand and include savings and money market checking, mortgage escrow, dealer, and other deposits; and are classified above as due in less than one year.
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
Year ended December 31,
($ in millions)
|
|
Average balance (a)
|
|
Interest income/Interest expense
|
|
Yield/rate
|
|
Average balance (a)
|
|
Interest income/Interest expense
|
|
Yield/rate
|
|
Average balance (a)
|
|
Interest income/Interest expense
|
|
Yield/rate
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing cash and cash equivalents
|
|
$
|
3,086
|
|
|
$
|
37
|
|
|
1.20
|
%
|
|
$
|
2,657
|
|
|
$
|
14
|
|
|
0.53
|
%
|
|
$
|
3,702
|
|
|
$
|
8
|
|
|
0.22
|
%
|
Federal funds sold and securities purchased under resale agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Investment securities (b)
|
|
22,784
|
|
|
568
|
|
|
2.49
|
|
|
18,255
|
|
|
411
|
|
|
2.25
|
|
|
17,643
|
|
|
381
|
|
|
2.16
|
|
||||||
Loans held-for-sale, net
|
|
5
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
884
|
|
|
40
|
|
|
4.52
|
|
||||||
Finance receivables and loans, net (c) (d)
|
|
119,040
|
|
|
5,819
|
|
|
4.89
|
|
|
113,140
|
|
|
5,162
|
|
|
4.56
|
|
|
104,294
|
|
|
4,570
|
|
|
4.38
|
|
||||||
Investment in operating leases, net (e)
|
|
9,791
|
|
|
623
|
|
|
6.36
|
|
|
13,791
|
|
|
942
|
|
|
6.83
|
|
|
18,058
|
|
|
1,149
|
|
|
6.36
|
|
||||||
Other earning assets
|
|
908
|
|
|
31
|
|
|
3.41
|
|
|
864
|
|
|
7
|
|
|
0.81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total interest-earning assets
|
|
155,614
|
|
|
7,078
|
|
|
4.55
|
|
|
148,717
|
|
|
6,536
|
|
|
4.39
|
|
|
144,583
|
|
|
6,148
|
|
|
4.25
|
|
||||||
Noninterest-bearing cash and cash equivalents
|
|
827
|
|
|
|
|
|
|
1,412
|
|
|
|
|
|
|
1,522
|
|
|
|
|
|
||||||||||||
Other assets
|
|
7,686
|
|
|
|
|
|
|
8,291
|
|
|
|
|
|
|
8,567
|
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
|
(1,208
|
)
|
|
|
|
|
|
(1,095
|
)
|
|
|
|
|
|
(985
|
)
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
162,919
|
|
|
|
|
|
|
$
|
157,325
|
|
|
|
|
|
|
$
|
153,687
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposit liabilities
|
|
$
|
86,631
|
|
|
$
|
1,077
|
|
|
1.24
|
%
|
|
$
|
72,515
|
|
|
$
|
830
|
|
|
1.14
|
%
|
|
$
|
62,086
|
|
|
$
|
718
|
|
|
1.16
|
%
|
Short-term borrowings
|
|
9,055
|
|
|
127
|
|
|
1.40
|
|
|
6,161
|
|
|
57
|
|
|
0.93
|
|
|
6,289
|
|
|
49
|
|
|
0.78
|
|
||||||
Long-term debt (d)
|
|
48,989
|
|
|
1,653
|
|
|
3.37
|
|
|
59,792
|
|
|
1,742
|
|
|
2.91
|
|
|
66,100
|
|
|
1,662
|
|
|
2.51
|
|
||||||
Total interest-bearing liabilities
|
|
144,675
|
|
|
2,857
|
|
|
1.97
|
|
|
138,468
|
|
|
2,629
|
|
|
1.90
|
|
|
134,475
|
|
|
2,429
|
|
|
1.81
|
|
||||||
Noninterest-bearing deposit liabilities
|
|
101
|
|
|
|
|
|
|
94
|
|
|
|
|
|
|
85
|
|
|
|
|
|
||||||||||||
Total funding sources
|
|
144,776
|
|
|
2,857
|
|
|
1.97
|
|
|
138,562
|
|
|
2,629
|
|
|
1.90
|
|
|
134,560
|
|
|
2,429
|
|
|
1.81
|
|
||||||
Other liabilities
|
|
4,652
|
|
|
|
|
|
|
5,090
|
|
|
|
|
|
|
4,302
|
|
|
|
|
|
||||||||||||
Total liabilities
|
|
149,428
|
|
|
|
|
|
|
143,652
|
|
|
|
|
|
|
138,862
|
|
|
|
|
|
||||||||||||
Total equity
|
|
13,491
|
|
|
|
|
|
|
13,673
|
|
|
|
|
|
|
14,825
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
|
$
|
162,919
|
|
|
|
|
|
|
$
|
157,325
|
|
|
|
|
|
|
$
|
153,687
|
|
|
|
|
|
|||||||||
Net financing revenue and other interest income
|
|
|
|
|
$
|
4,221
|
|
|
|
|
|
|
$
|
3,907
|
|
|
|
|
|
|
$
|
3,719
|
|
|
|
||||||||
Net interest spread (f)
|
|
|
|
|
|
2.58
|
%
|
|
|
|
|
|
2.49
|
%
|
|
|
|
|
|
2.44
|
%
|
||||||||||||
Net yield on interest-earning assets (g)
|
|
|
|
|
|
2.71
|
%
|
|
|
|
|
|
2.63
|
%
|
|
|
|
|
|
2.57
|
%
|
(a)
|
Average balances are calculated using a combination of monthly and daily average methodologies.
|
(b)
|
Amounts for the years ended December 31, 2015, were adjusted to include previously excluded equity investments with an average balance of $941 million at December 31, 2015, and related dividend income on equity investments of $25 million during the year ended December 31, 2015. Yields on available-for-sale debt securities are based on fair value as opposed to amortized cost. Yields on held-to-maturity securities are based on amortized cost.
|
(c)
|
Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to Note 1 to the Consolidated Financial Statements.
|
(d)
|
Includes the effects of derivative financial instruments designated as hedges.
|
(e)
|
Includes gains on sale of
$124 million
,
$213 million
, $351 million, for the years ended
December 31, 2017
,
2016
, and 2015, respectively. Excluding these gains on sale, the yield would be
5.10%
, 5.29%, and 4.42% for the years ended
December 31, 2017
,
2016
, and 2015, respectively.
|
(f)
|
Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.
|
(g)
|
Net yield on interest-earning assets represents net financing revenue and other interest income as a percentage of total interest-earning assets.
|
|
|
2017 vs. 2016
Increase (decrease) due to (a)
|
|
2016 vs. 2015
(Decrease) increase due to (a)
|
|||||||||||||||||||||
Year ended December 31,
($ in millions)
|
|
Volume
|
|
Yield/rate
|
|
Total
|
|
Volume
|
|
Yield/rate
|
|
Total
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest-bearing cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
21
|
|
|
$
|
23
|
|
|
$
|
(2
|
)
|
|
$
|
8
|
|
|
$
|
6
|
|
|
Investment securities
|
|
102
|
|
—
|
|
55
|
|
|
157
|
|
|
13
|
|
|
17
|
|
|
30
|
|
||||||
Loans held-for-sale, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||||
Finance receivables and loans, net
|
|
269
|
|
|
388
|
|
|
657
|
|
|
388
|
|
|
204
|
|
|
592
|
|
|||||||
Investment in operating leases, net
|
|
(273
|
)
|
|
(46
|
)
|
|
(319
|
)
|
|
(272
|
)
|
|
65
|
|
|
(207
|
)
|
|||||||
Other earning assets
|
|
—
|
|
|
24
|
|
|
24
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Total interest-earning assets
|
|
|
|
|
|
$
|
542
|
|
|
|
|
|
|
|
$
|
388
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest-bearing deposit liabilities
|
|
$
|
162
|
|
|
$
|
85
|
|
|
$
|
247
|
|
|
$
|
121
|
|
|
$
|
(9
|
)
|
|
$
|
112
|
|
|
Short-term borrowings
|
|
27
|
|
|
43
|
|
|
70
|
|
|
(1
|
)
|
|
9
|
|
|
8
|
|
|||||||
Long-term debt
|
|
(315
|
)
|
|
226
|
|
|
(89
|
)
|
|
(159
|
)
|
|
239
|
|
|
80
|
|
|||||||
Total interest-bearing liabilities
|
|
|
|
|
|
$
|
228
|
|
|
|
|
|
|
$
|
200
|
|
|||||||||
Net financing revenue and other interest income
|
|
|
|
|
|
$
|
314
|
|
|
|
|
|
|
$
|
188
|
|
(a)
|
Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.
|
December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer automotive
|
$
|
68,071
|
|
|
$
|
65,793
|
|
|
$
|
64,292
|
|
|
$
|
56,570
|
|
|
$
|
56,417
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
11,657
|
|
|
8,294
|
|
|
6,413
|
|
|
3,504
|
|
|
3,295
|
|
|||||
Mortgage — Legacy
|
2,093
|
|
|
2,756
|
|
|
3,360
|
|
|
3,970
|
|
|
5,149
|
|
|||||
Total consumer mortgage
|
13,750
|
|
|
11,050
|
|
|
9,773
|
|
|
7,474
|
|
|
8,444
|
|
|||||
Total consumer
|
81,821
|
|
|
76,843
|
|
|
74,065
|
|
|
64,044
|
|
|
64,861
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
33,025
|
|
|
35,041
|
|
|
31,469
|
|
|
30,871
|
|
|
30,948
|
|
|||||
Other
|
3,887
|
|
|
3,248
|
|
|
2,640
|
|
|
1,882
|
|
|
1,664
|
|
|||||
Commercial real estate
|
4,160
|
|
|
3,812
|
|
|
3,426
|
|
|
3,151
|
|
|
2,855
|
|
|||||
Total commercial loans
|
41,072
|
|
|
42,101
|
|
|
37,535
|
|
|
35,904
|
|
|
35,467
|
|
|||||
Total finance receivables and loans
|
$
|
122,893
|
|
|
$
|
118,944
|
|
|
$
|
111,600
|
|
|
$
|
99,948
|
|
|
$
|
100,328
|
|
Loans held-for-sale
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
2,003
|
|
|
$
|
35
|
|
December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer automotive
|
$
|
603
|
|
|
$
|
598
|
|
|
$
|
475
|
|
|
$
|
386
|
|
|
$
|
329
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
25
|
|
|
10
|
|
|
15
|
|
|
19
|
|
|
7
|
|
|||||
Mortgage — Legacy
|
92
|
|
|
89
|
|
|
113
|
|
|
158
|
|
|
185
|
|
|||||
Total consumer mortgage
|
117
|
|
|
99
|
|
|
128
|
|
|
177
|
|
|
192
|
|
|||||
Total consumer (a)
|
720
|
|
|
697
|
|
|
603
|
|
|
563
|
|
|
521
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
27
|
|
|
33
|
|
|
25
|
|
|
32
|
|
|
116
|
|
|||||
Other
|
44
|
|
|
84
|
|
|
44
|
|
|
46
|
|
|
74
|
|
|||||
Commercial real estate
|
1
|
|
|
5
|
|
|
8
|
|
|
4
|
|
|
14
|
|
|||||
Total commercial (b)
|
72
|
|
|
122
|
|
|
77
|
|
|
82
|
|
|
204
|
|
|||||
Total nonperforming finance receivables and loans
|
792
|
|
|
819
|
|
|
680
|
|
|
645
|
|
|
725
|
|
|||||
Foreclosed properties
|
10
|
|
|
13
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|||||
Repossessed assets (c)
|
140
|
|
|
135
|
|
|
122
|
|
|
90
|
|
|
101
|
|
|||||
Total nonperforming assets
|
$
|
942
|
|
|
$
|
967
|
|
|
$
|
812
|
|
|
$
|
745
|
|
|
$
|
836
|
|
Loans held-for-sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
9
|
|
(a)
|
Interest revenue that would have been accrued on total consumer finance receivables and loans at original contractual rates was $59 million during the year ended
December 31, 2017
. Interest income recorded for these loans was $25 million during the year ended
December 31, 2017
.
|
(b)
|
Interest revenue that would have been accrued on total commercial finance receivables and loans at original contractual rates was $14 million during the year ended
December 31, 2017
. Interest income recorded for these loans was $11 million during the year ended
December 31, 2017
.
|
(c)
|
Repossessed assets exclude $9 million, $8 million, $8 million, $7 million, and $7 million of repossessed operating lease assets at
December 31, 2017
,
2016
,
2015
,
2014
, and
2013
, respectively.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance at January 1,
|
$
|
1,144
|
|
|
$
|
1,054
|
|
|
$
|
977
|
|
|
$
|
1,208
|
|
|
$
|
1,170
|
|
Charge-offs (a)
|
(1,392
|
)
|
|
(1,142
|
)
|
|
(892
|
)
|
|
(776
|
)
|
|
(737
|
)
|
|||||
Recoveries
|
382
|
|
|
341
|
|
|
283
|
|
|
239
|
|
|
265
|
|
|||||
Net charge-offs
|
(1,010
|
)
|
|
(801
|
)
|
|
(609
|
)
|
|
(537
|
)
|
|
(472
|
)
|
|||||
Provision for loan losses
|
1,148
|
|
|
917
|
|
|
707
|
|
|
457
|
|
|
501
|
|
|||||
Other (b)
|
(6
|
)
|
|
(26
|
)
|
|
(21
|
)
|
|
(151
|
)
|
|
9
|
|
|||||
Balance at December 31,
|
$
|
1,276
|
|
|
$
|
1,144
|
|
|
$
|
1,054
|
|
|
$
|
977
|
|
|
$
|
1,208
|
|
(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
for more information regarding our charge-off policies.
|
(b)
|
Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
December 31, (
$ in millions
)
|
Amount
|
% of total
|
|
Amount
|
% of total
|
|
Amount
|
% of total
|
|
Amount
|
% of total
|
|
Amount
|
% of total
|
||||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer automotive
|
$
|
1,066
|
|
83.5
|
|
$
|
932
|
|
81.4
|
|
$
|
834
|
|
79.1
|
|
$
|
685
|
|
70.1
|
|
$
|
673
|
|
55.7
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
19
|
|
1.5
|
|
11
|
|
1.0
|
|
16
|
|
1.5
|
|
10
|
|
1.0
|
|
10
|
|
0.8
|
|||||
Mortgage — Legacy
|
60
|
|
4.7
|
|
80
|
|
7.0
|
|
98
|
|
9.3
|
|
142
|
|
14.6
|
|
379
|
|
31.4
|
|||||
Total consumer mortgage
|
79
|
|
6.2
|
|
91
|
|
8.0
|
|
114
|
|
10.8
|
|
152
|
|
15.6
|
|
389
|
|
32.2
|
|||||
Total consumer loans
|
1,145
|
|
89.7
|
|
1,023
|
|
89.4
|
|
948
|
|
89.9
|
|
837
|
|
85.7
|
|
1,062
|
|
87.9
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
37
|
|
2.9
|
|
32
|
|
2.8
|
|
29
|
|
2.8
|
|
65
|
|
6.7
|
|
67
|
|
5.6
|
|||||
Other
|
68
|
|
5.4
|
|
64
|
|
5.6
|
|
53
|
|
5.0
|
|
42
|
|
4.2
|
|
50
|
|
4.1
|
|||||
Commercial real estate
|
26
|
|
2.0
|
|
25
|
|
2.2
|
|
24
|
|
2.3
|
|
33
|
|
3.4
|
|
29
|
|
2.4
|
|||||
Total commercial loans
|
131
|
|
10.3
|
|
121
|
|
10.6
|
|
106
|
|
10.1
|
|
140
|
|
14.3
|
|
146
|
|
12.1
|
|||||
Total allowance for loan losses
|
$
|
1,276
|
|
100.0
|
|
$
|
1,144
|
|
100.0
|
|
$
|
1,054
|
|
100.0
|
|
$
|
977
|
|
100.0
|
|
$
|
1,208
|
|
100.0
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Year
ended December 31,
($ in millions)
|
Average balance (a)
|
|
Average deposit rate
|
|
Average balance (a)
|
|
Average deposit rate
|
|
Average balance (a)
|
|
Average deposit rate
|
|||||||||
Domestic deposits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Noninterest-bearing deposits
|
$
|
101
|
|
|
—
|
%
|
|
$
|
94
|
|
|
—
|
%
|
|
$
|
85
|
|
|
—
|
%
|
Interest-bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Savings and money market checking accounts
|
50,204
|
|
|
1.07
|
|
|
42,040
|
|
|
0.96
|
|
|
31,608
|
|
|
0.91
|
|
|||
Certificates of deposit
|
36,375
|
|
|
1.47
|
|
|
30,275
|
|
|
1.39
|
|
|
30,212
|
|
|
1.39
|
|
|||
Dealer deposits
|
52
|
|
|
5.09
|
|
|
200
|
|
|
4.16
|
|
|
266
|
|
|
3.73
|
|
|||
Total domestic deposit liabilities
|
$
|
86,732
|
|
|
1.24
|
|
|
$
|
72,609
|
|
|
1.14
|
|
|
$
|
62,171
|
|
|
1.15
|
|
(a)
|
Average balances are calculated using a combination of monthly and daily average methodologies.
|
December 31, 2017
($ in millions)
|
Three months or less
|
|
Over three months through six months
|
|
Over six months through twelve months
|
|
Over twelve months
|
|
Total
|
||||||||||
Certificates of deposit ($100,000 or more)
|
$
|
1,687
|
|
|
$
|
3,371
|
|
|
$
|
9,299
|
|
|
$
|
4,567
|
|
|
$
|
18,924
|
|
Certificates of deposit ($250,000 or more)
|
508
|
|
|
867
|
|
|
2,639
|
|
|
1,310
|
|
|
5,324
|
|
/
S
/ J
EFFREY
J. B
ROWN
|
|
/
S
/ C
HRISTOPHER
A. H
ALMY
|
Jeffrey J. Brown
|
|
Christopher A. Halmy
|
Chief Executive Officer
|
|
Chief Financial Officer
|
February 21, 2018
|
|
February 21, 2018
|
/
S
/ D
ELOITTE
& T
OUCHE
LLP
|
|
Deloitte & Touche LLP
|
|
|
|
Detroit, Michigan
|
|
February 21, 2018
|
|
We have served as the Company’s auditor since at least 1936; however, an earlier year could not be reliably determined.
|
/
S
/ D
ELOITTE
& T
OUCHE
LLP
|
|
Deloitte & Touche LLP
|
|
|
|
Detroit, Michigan
|
|
February 21, 2018
|
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Financing revenue and other interest income
|
|
|
|
|
|
|
||||||
Interest and fees on finance receivables and loans
|
|
$
|
5,819
|
|
|
$
|
5,162
|
|
|
$
|
4,570
|
|
Interest on loans held-for-sale
|
|
—
|
|
|
—
|
|
|
40
|
|
|||
Interest and dividends on investment securities and other earning assets
|
|
599
|
|
|
418
|
|
|
381
|
|
|||
Interest on cash and cash equivalents
|
|
37
|
|
|
14
|
|
|
8
|
|
|||
Operating leases
|
|
1,867
|
|
|
2,711
|
|
|
3,398
|
|
|||
Total financing revenue and other interest income
|
|
8,322
|
|
|
8,305
|
|
|
8,397
|
|
|||
Interest expense
|
|
|
|
|
|
|
||||||
Interest on deposits
|
|
1,077
|
|
|
830
|
|
|
718
|
|
|||
Interest on short-term borrowings
|
|
127
|
|
|
57
|
|
|
49
|
|
|||
Interest on long-term debt
|
|
1,653
|
|
|
1,742
|
|
|
1,662
|
|
|||
Total interest expense
|
|
2,857
|
|
|
2,629
|
|
|
2,429
|
|
|||
Net depreciation expense on operating lease assets
|
|
1,244
|
|
|
1,769
|
|
|
2,249
|
|
|||
Net financing revenue and other interest income
|
|
4,221
|
|
|
3,907
|
|
|
3,719
|
|
|||
Other revenue
|
|
|
|
|
|
|
||||||
Insurance premiums and service revenue earned
|
|
973
|
|
|
945
|
|
|
940
|
|
|||
Gain on mortgage and automotive loans, net
|
|
68
|
|
|
11
|
|
|
45
|
|
|||
Loss on extinguishment of debt
|
|
(7
|
)
|
|
(5
|
)
|
|
(357
|
)
|
|||
Other gain on investments, net
|
|
102
|
|
|
185
|
|
|
155
|
|
|||
Other income, net of losses
|
|
408
|
|
|
394
|
|
|
359
|
|
|||
Total other revenue
|
|
1,544
|
|
|
1,530
|
|
|
1,142
|
|
|||
Total net revenue
|
|
5,765
|
|
|
5,437
|
|
|
4,861
|
|
|||
Provision for loan losses
|
|
1,148
|
|
|
917
|
|
|
707
|
|
|||
Noninterest expense
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
1,095
|
|
|
992
|
|
|
963
|
|
|||
Insurance losses and loss adjustment expenses
|
|
332
|
|
|
342
|
|
|
293
|
|
|||
Other operating expenses
|
|
1,683
|
|
|
1,605
|
|
|
1,505
|
|
|||
Total noninterest expense
|
|
3,110
|
|
|
2,939
|
|
|
2,761
|
|
|||
Income from continuing operations before income tax expense
|
|
1,507
|
|
|
1,581
|
|
|
1,393
|
|
|||
Income tax expense from continuing operations
|
|
581
|
|
|
470
|
|
|
496
|
|
|||
Net income from continuing operations
|
|
926
|
|
|
1,111
|
|
|
897
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
3
|
|
|
(44
|
)
|
|
392
|
|
|||
Net income
|
|
$
|
929
|
|
|
$
|
1,067
|
|
|
$
|
1,289
|
|
Year ended December 31,
(in dollars)
(a)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
2.04
|
|
|
$
|
2.25
|
|
|
$
|
(3.47
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
0.01
|
|
|
(0.09
|
)
|
|
0.81
|
|
|||
Net income (loss)
|
|
$
|
2.05
|
|
|
$
|
2.15
|
|
|
$
|
(2.66
|
)
|
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
2.03
|
|
|
$
|
2.24
|
|
|
$
|
(3.47
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
0.01
|
|
|
(0.09
|
)
|
|
0.81
|
|
|||
Net income (loss)
|
|
$
|
2.04
|
|
|
$
|
2.15
|
|
|
$
|
(2.66
|
)
|
Cash dividends declared per common share
|
|
$
|
0.40
|
|
|
$
|
0.16
|
|
|
$
|
—
|
|
(a)
|
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
|
Year ended December 31
, ($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
929
|
|
|
$
|
1,067
|
|
|
$
|
1,289
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Investment securities
|
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
|
192
|
|
|
33
|
|
|
(39
|
)
|
|||
Less: Net realized gains reclassified to net income
|
|
92
|
|
|
147
|
|
|
99
|
|
|||
Net change
|
|
100
|
|
|
(114
|
)
|
|
(138
|
)
|
|||
Translation adjustments
|
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
|
8
|
|
|
3
|
|
|
(26
|
)
|
|||
Less: Net realized (losses) gains reclassified to net income
|
|
—
|
|
|
(1
|
)
|
|
22
|
|
|||
Net change
|
|
8
|
|
|
4
|
|
|
(48
|
)
|
|||
Net investment hedges
|
|
|
|
|
|
|
||||||
Net unrealized (losses) gains arising during the period
|
|
(6
|
)
|
|
1
|
|
|
18
|
|
|||
Less: Net realized losses reclassified to net income
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net change
|
|
(6
|
)
|
|
1
|
|
|
21
|
|
|||
Translation adjustments and net investment hedges, net change
|
|
2
|
|
|
5
|
|
|
(27
|
)
|
|||
Cash flow hedges
|
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
|
3
|
|
|
—
|
|
|
1
|
|
|||
Defined benefit pension plans
|
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|||
Less: Net realized (losses) gains reclassified to net income
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|||
Net change
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
106
|
|
|
(110
|
)
|
|
(165
|
)
|
|||
Comprehensive income
|
|
$
|
1,035
|
|
|
$
|
957
|
|
|
$
|
1,124
|
|
December 31,
($ in millions, except share data)
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
844
|
|
|
$
|
1,547
|
|
Interest-bearing
|
|
3,408
|
|
|
4,387
|
|
||
Total cash and cash equivalents
|
|
4,252
|
|
|
5,934
|
|
||
Available-for-sale securities (refer to Note 8 for discussion of investment securities pledged as collateral)
|
|
22,821
|
|
|
18,926
|
|
||
Held-to-maturity securities (fair value of $1,865 and $789)
|
|
1,899
|
|
|
839
|
|
||
Loans held-for-sale, net
|
|
108
|
|
|
—
|
|
||
Finance receivables and loans, net
|
|
|
|
|
||||
Finance receivables and loans, net of unearned income
|
|
122,893
|
|
|
118,944
|
|
||
Allowance for loan losses
|
|
(1,276
|
)
|
|
(1,144
|
)
|
||
Total finance receivables and loans, net
|
|
121,617
|
|
|
117,800
|
|
||
Investment in operating leases, net
|
|
8,741
|
|
|
11,470
|
|
||
Premiums receivable and other insurance assets
|
|
2,047
|
|
|
1,905
|
|
||
Other assets
|
|
5,663
|
|
|
6,854
|
|
||
Total assets
|
|
$
|
167,148
|
|
|
$
|
163,728
|
|
Liabilities
|
|
|
|
|
||||
Deposit liabilities
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
108
|
|
|
$
|
84
|
|
Interest-bearing
|
|
93,148
|
|
|
78,938
|
|
||
Total deposit liabilities
|
|
93,256
|
|
|
79,022
|
|
||
Short-term borrowings
|
|
11,413
|
|
|
12,673
|
|
||
Long-term debt
|
|
44,226
|
|
|
54,128
|
|
||
Interest payable
|
|
375
|
|
|
351
|
|
||
Unearned insurance premiums and service revenue
|
|
2,604
|
|
|
2,500
|
|
||
Accrued expenses and other liabilities
|
|
1,780
|
|
|
1,737
|
|
||
Total liabilities
|
|
153,654
|
|
|
150,411
|
|
||
Commitments and contingencies (refer to Note 29 and Note 30)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Common stock and paid-in capital ($0.01 par value, shares authorized 1,100,000,000; issued 489,883,553 and 485,707,644; and outstanding 437,053,936 and 467,000,306)
|
|
21,245
|
|
|
21,166
|
|
||
Accumulated deficit
|
|
(6,406
|
)
|
|
(7,151
|
)
|
||
Accumulated other comprehensive loss
|
|
(235
|
)
|
|
(341
|
)
|
||
Treasury stock, at cost (52,829,617 and 18,707,338 shares)
|
|
(1,110
|
)
|
|
(357
|
)
|
||
Total equity
|
|
13,494
|
|
|
13,317
|
|
||
Total liabilities and equity
|
|
$
|
167,148
|
|
|
$
|
163,728
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Finance receivables and loans, net
|
|
|
|
|
||||
Finance receivables and loans, net of unearned income
|
|
$
|
20,623
|
|
|
$
|
24,630
|
|
Allowance for loan losses
|
|
(136
|
)
|
|
(173
|
)
|
||
Total finance receivables and loans, net
|
|
20,487
|
|
|
24,457
|
|
||
Investment in operating leases, net
|
|
444
|
|
|
1,745
|
|
||
Other assets
|
|
689
|
|
|
1,390
|
|
||
Total assets
|
|
$
|
21,620
|
|
|
$
|
27,592
|
|
Liabilities
|
|
|
|
|
||||
Long-term debt
|
|
$
|
10,197
|
|
|
$
|
13,259
|
|
Accrued expenses and other liabilities
|
|
9
|
|
|
12
|
|
||
Total liabilities
|
|
$
|
10,206
|
|
|
$
|
13,271
|
|
($ in millions)
|
|
Common stock and paid-in capital
|
|
Preferred stock
|
|
Accumulated deficit
|
|
Accumulated other comprehensive loss
|
|
Treasury stock
|
|
Total equity
|
||||||||||||
Balance at January 1, 2015
|
|
$
|
21,038
|
|
|
$
|
1,255
|
|
|
$
|
(6,828
|
)
|
|
$
|
(66
|
)
|
|
$
|
—
|
|
|
$
|
15,399
|
|
Net income
|
|
|
|
|
|
|
|
1,289
|
|
|
|
|
|
|
|
|
1,289
|
|
||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
(2,571
|
)
|
(a)
|
|
|
|
|
|
|
(2,571
|
)
|
||||||
Series A preferred stock repurchase
|
|
|
|
|
(325
|
)
|
|
|
|
|
|
|
|
|
|
|
(325
|
)
|
||||||
Series G preferred stock redemption
|
|
|
|
|
(234
|
)
|
|
|
|
|
|
|
|
|
|
|
(234
|
)
|
||||||
Share-based compensation
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(165
|
)
|
|
|
|
|
(165
|
)
|
||||||
Share repurchases related to employee stock-based compensation awards
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||
Balance at December 31, 2015
|
|
$
|
21,100
|
|
|
$
|
696
|
|
|
$
|
(8,110
|
)
|
|
$
|
(231
|
)
|
|
$
|
(16
|
)
|
|
$
|
13,439
|
|
Net income
|
|
|
|
|
|
1,067
|
|
|
|
|
|
|
|
1,067
|
|
|||||||||
Preferred stock dividends
|
|
|
|
|
|
(30
|
)
|
|
|
|
|
|
|
(30
|
)
|
|||||||||
Series A preferred stock redemption
|
|
|
|
(696
|
)
|
|
|
|
|
|
|
|
(696
|
)
|
||||||||||
Share-based compensation
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(110
|
)
|
|
|
|
|
(110
|
)
|
||||||||
Common stock repurchases (b)
|
|
|
|
|
|
|
|
|
|
|
|
(341
|
)
|
|
(341
|
)
|
||||||||
Common stock dividends ($0.16 per share)
|
|
|
|
|
|
(78
|
)
|
|
|
|
|
|
(78
|
)
|
||||||||||
Balance at December 31, 2016
|
|
$
|
21,166
|
|
|
$
|
—
|
|
|
$
|
(7,151
|
)
|
|
$
|
(341
|
)
|
|
$
|
(357
|
)
|
|
$
|
13,317
|
|
Net income
|
|
|
|
|
|
929
|
|
|
|
|
|
|
|
929
|
|
|||||||||
Share-based compensation
|
|
79
|
|
|
|
|
|
|
|
|
|
|
79
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
106
|
|
|
|
|
106
|
|
||||||||||
Common stock repurchases (b)
|
|
|
|
|
|
|
|
|
|
(753
|
)
|
|
(753
|
)
|
||||||||||
Common stock dividends ($0.40 per share)
|
|
|
|
|
|
(184
|
)
|
|
|
|
|
|
|
(184
|
)
|
|||||||||
Balance at December 31, 2017
|
|
$
|
21,245
|
|
|
$
|
—
|
|
|
$
|
(6,406
|
)
|
|
$
|
(235
|
)
|
|
$
|
(1,110
|
)
|
|
$
|
13,494
|
|
(a)
|
Preferred stock dividends include
$2,364 million
recognized in connection with the partial redemption of the Series G Preferred Stock and the repurchase of the Series A Preferred Stock. These dividends represent an additional return to preferred stockholders calculated as the excess consideration paid over the carrying amount derecognized.
|
(b)
|
Includes shares repurchased related to employee stock-based compensation awards.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
929
|
|
|
$
|
1,067
|
|
|
$
|
1,289
|
|
Reconciliation of net income to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,859
|
|
|
2,382
|
|
|
2,801
|
|
|||
Provision for loan losses
|
|
1,148
|
|
|
917
|
|
|
707
|
|
|||
Gain on mortgage and automotive loans, net
|
|
(68
|
)
|
|
(11
|
)
|
|
(45
|
)
|
|||
Other gain on investments, net
|
|
(102
|
)
|
|
(185
|
)
|
|
(155
|
)
|
|||
Loss on extinguishment of debt
|
|
7
|
|
|
5
|
|
|
357
|
|
|||
Originations and purchases of loans held-for-sale
|
|
(414
|
)
|
|
(141
|
)
|
|
(1,770
|
)
|
|||
Proceeds from sales and repayments of loans held-for-sale
|
|
310
|
|
|
240
|
|
|
1,658
|
|
|||
(Gain) loss on sale of subsidiaries, net
|
|
—
|
|
|
—
|
|
|
(452
|
)
|
|||
Net change in
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
534
|
|
|
458
|
|
|
565
|
|
|||
Interest payable
|
|
24
|
|
|
1
|
|
|
(127
|
)
|
|||
Other assets
|
|
(153
|
)
|
|
(120
|
)
|
|
526
|
|
|||
Other liabilities
|
|
(69
|
)
|
|
(206
|
)
|
|
(247
|
)
|
|||
Other, net
|
|
74
|
|
|
160
|
|
|
4
|
|
|||
Net cash provided by operating activities
|
|
4,079
|
|
|
4,567
|
|
|
5,111
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
|
(11,234
|
)
|
|
(16,031
|
)
|
|
(12,250
|
)
|
|||
Proceeds from sales of available-for-sale securities
|
|
4,633
|
|
|
11,036
|
|
|
6,874
|
|
|||
Proceeds from repayments of available-for-sale securities
|
|
2,899
|
|
|
3,379
|
|
|
4,255
|
|
|||
Purchases of held-to-maturity securities
|
|
(1,026
|
)
|
|
(841
|
)
|
|
—
|
|
|||
Proceeds from repayments of held-to-maturity securities
|
|
68
|
|
|
—
|
|
|
—
|
|
|||
Purchases of finance receivables and loans held-for-investment
|
|
(5,452
|
)
|
|
(3,859
|
)
|
|
(4,501
|
)
|
|||
Proceeds from sales of finance receivables and loans initially held-for-investment
|
|
1,339
|
|
|
4,285
|
|
|
3,197
|
|
|||
Originations and repayments of finance receivables and loans held-for-investment and other, net
|
|
(1,063
|
)
|
|
(8,826
|
)
|
|
(9,344
|
)
|
|||
Purchases of operating lease assets
|
|
(4,052
|
)
|
|
(3,274
|
)
|
|
(4,685
|
)
|
|||
Disposals of operating lease assets
|
|
5,567
|
|
|
6,304
|
|
|
5,546
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
|||
Proceeds from sale of business unit, net (a)
|
|
—
|
|
|
—
|
|
|
1,049
|
|
|||
Net change in nonmarketable equity investments
|
|
(187
|
)
|
|
(628
|
)
|
|
(147
|
)
|
|||
Other, net
|
|
(219
|
)
|
|
(306
|
)
|
|
3
|
|
|||
Net cash used in investing activities
|
|
(8,727
|
)
|
|
(9,070
|
)
|
|
(10,003
|
)
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
|
(1,263
|
)
|
|
4,564
|
|
|
1,028
|
|
|||
Net increase in deposits
|
|
14,172
|
|
|
12,508
|
|
|
8,247
|
|
|||
Proceeds from issuance of long-term debt
|
|
17,969
|
|
|
14,155
|
|
|
30,665
|
|
|||
Repayments of long-term debt
|
|
(27,908
|
)
|
|
(26,412
|
)
|
|
(31,350
|
)
|
|||
Repurchase and redemption of preferred stock
|
|
—
|
|
|
(696
|
)
|
|
(559
|
)
|
|||
Repurchase of common stock
|
|
(753
|
)
|
|
(341
|
)
|
|
(16
|
)
|
|||
Dividends paid
|
|
(184
|
)
|
|
(108
|
)
|
|
(2,571
|
)
|
|||
Net cash provided by financing activities
|
|
2,033
|
|
|
3,670
|
|
|
5,444
|
|
|||
Effect of exchange-rate changes on cash and cash equivalents and restricted cash
|
|
3
|
|
|
1
|
|
|
(4
|
)
|
|||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
|
(2,612
|
)
|
|
(832
|
)
|
|
548
|
|
|||
Cash and cash equivalents and restricted cash at beginning of year
|
|
7,881
|
|
|
8,713
|
|
|
8,165
|
|
|||
Cash and cash equivalents and restricted cash at end of year
|
|
$
|
5,269
|
|
|
$
|
7,881
|
|
|
$
|
8,713
|
|
Supplemental disclosures
|
|
|
|
|
|
|
||||||
Cash paid for
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
2,829
|
|
|
$
|
2,647
|
|
|
$
|
2,632
|
|
Income taxes
|
|
51
|
|
|
19
|
|
|
96
|
|
|||
Noncash items
|
|
|
|
|
|
|
||||||
Held-to-maturity securities received in consideration for loans sold
|
|
56
|
|
|
—
|
|
|
—
|
|
|||
Finance receivables and loans transferred to loans held-for-sale
|
|
1,339
|
|
|
4,282
|
|
|
1,311
|
|
|||
Other disclosures
|
|
|
|
|
|
|
||||||
Proceeds from repayments of mortgage loans held-for-investment originally designated as held-for-sale
|
|
36
|
|
|
40
|
|
|
68
|
|
(a)
|
Cash flows of discontinued operations are reflected within operating, investing, and financing activities in the
Consolidated Statement of Cash Flows
.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents as disclosed on the Consolidated Balance Sheet
|
|
$
|
4,252
|
|
|
$
|
5,934
|
|
Restricted cash included in other assets on the Consolidated Balance Sheet (a)
|
|
1,017
|
|
|
1,947
|
|
||
Total cash and cash equivalents and restricted cash as disclosed in the Consolidated Statement of Cash Flows
|
|
$
|
5,269
|
|
|
$
|
7,881
|
|
(a)
|
Restricted cash balances relate primarily to Ally securitization arrangements. Refer to
Note 14
for additional details describing the nature of restricted cash balances.
|
•
|
Consumer automotive
— Consists of retail automotive financing for new and used vehicles.
|
•
|
Consumer mortgage
— Consists of the following classes of finance receivables.
|
•
|
Mortgage Finance
— Consists of consumer first mortgages from our ongoing mortgage operations including bulk acquisitions, direct-to-consumer originations, and refinancing of high-quality jumbo mortgages and low-to-moderate income (LMI) mortgages.
|
•
|
Mortgage — Legacy —
Consists of consumer mortgage assets originated prior to January 1, 2009, including first mortgages, subordinate-lien mortgages, and home equity mortgages.
|
•
|
Commercial
— Consists of the following classes of finance receivables.
|
•
|
Commercial and Industrial
|
•
|
Automotive
— Consists of financing operations to fund dealer purchases of new and used vehicles through wholesale floorplan financing. Additional commercial offerings include automotive dealer term loans, dealer fleet financing, and other equipment financing.
|
•
|
Other
— Consists primarily of senior secured leveraged cash flow and asset-based loans related to our Corporate Finance business.
|
•
|
Commercial Real Estate
—
Consists of term loans to finance dealership land and buildings, and other commercial lending secured by real estate.
|
(a)
|
We recorded
$10 million
and
$6 million
of amortization on these intangible assets during the
years ended
December 31, 2017
, and 2016, respectively.
|
(b)
|
Includes
$40 million
in cash proceeds from the acquisition transaction in order to pay employee compensation and benefits that vested upon acquisition as a result of the change in control.
|
(a)
|
Includes certain treasury and other corporate activity recognized within Corporate and Other.
|
(b)
|
Includes certain income tax activity recognized within Corporate and Other.
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Year ended December 31,
($ in millions)
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
||||||||||||
Insurance premiums
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct
|
$
|
384
|
|
|
$
|
364
|
|
|
$
|
317
|
|
|
$
|
318
|
|
|
$
|
313
|
|
|
$
|
296
|
|
Assumed
|
2
|
|
|
5
|
|
|
3
|
|
|
5
|
|
|
2
|
|
|
16
|
|
||||||
Gross insurance premiums
|
386
|
|
|
369
|
|
|
320
|
|
|
323
|
|
|
315
|
|
|
312
|
|
||||||
Ceded
|
(254
|
)
|
|
(188
|
)
|
|
(198
|
)
|
|
(141
|
)
|
|
(184
|
)
|
|
(125
|
)
|
||||||
Net insurance premiums
|
132
|
|
|
181
|
|
|
122
|
|
|
182
|
|
|
131
|
|
|
187
|
|
||||||
Service revenue
|
864
|
|
|
792
|
|
|
826
|
|
|
763
|
|
|
846
|
|
|
753
|
|
||||||
Insurance premiums and service revenue written and earned
|
$
|
996
|
|
|
$
|
973
|
|
|
$
|
948
|
|
|
$
|
945
|
|
|
$
|
977
|
|
|
$
|
940
|
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Remarketing fees
|
|
$
|
104
|
|
|
$
|
103
|
|
|
$
|
101
|
|
Late charges and other administrative fees
|
|
102
|
|
|
98
|
|
|
90
|
|
|||
Servicing fees
|
|
51
|
|
|
64
|
|
|
45
|
|
|||
Income from equity-method investments
|
|
14
|
|
|
18
|
|
|
52
|
|
|||
Other, net
|
|
137
|
|
|
111
|
|
|
71
|
|
|||
Total other income, net of losses
|
|
$
|
408
|
|
|
$
|
394
|
|
|
$
|
359
|
|
|
|
For the years ended December 31,
($ in millions)
|
|
December 31, 2017
($ in millions)
|
|||||||||||||||||||||||||||
Accident year (a)
|
|
2012 (b)
|
|
2013 (b)
|
|
2014 (b)
|
|
2015 (b)
|
|
2016
|
|
2017
|
|
Total of incurred-but-not-reported liabilities plus expected development on reported claims (c)
|
|
Cumulative number of reported claims (c)
|
|||||||||||||||
2012
|
|
$
|
435
|
|
|
$
|
430
|
|
|
$
|
423
|
|
|
$
|
423
|
|
|
$
|
423
|
|
|
$
|
422
|
|
|
$
|
1
|
|
|
772,546
|
|
2013
|
|
|
|
376
|
|
|
365
|
|
|
370
|
|
|
370
|
|
|
369
|
|
|
1
|
|
|
672,263
|
|
||||||||
2014
|
|
|
|
|
|
390
|
|
|
389
|
|
|
388
|
|
|
388
|
|
|
—
|
|
|
525,290
|
|
|||||||||
2015
|
|
|
|
|
|
|
|
274
|
|
|
271
|
|
|
272
|
|
|
—
|
|
|
342,231
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
326
|
|
|
327
|
|
|
—
|
|
|
475,707
|
|
|||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
310
|
|
|
21
|
|
|
455,965
|
|
||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,088
|
|
|
|
|
|
(a)
|
Due to the discontinuation of various product lines and sale of certain international operations, information prior to 2013 has been excluded from the table in order to appropriately reflect the number of years for which claims are typically outstanding. In addition, given the short tail of our insurance contracts, the table above reflects the combined presentation of all business lines.
|
(b)
|
Information presented for the years 2012 through 2015 is unaudited supplementary information.
|
(c)
|
Claims are reported on a claimant basis. Claimant is defined as one vehicle for guaranteed asset protection (GAP) products, one repair visit for vehicle service contracts (VSCs) and vehicle maintenance contracts (VMCs), one dealership for dealer inventory products, and per individual/coverage for run-off personal automotive products.
|
|
|
For the years ended December 31,
($ in millions)
|
||||||||||||||||||||||
Accident year (a)
|
|
2012 (b)
|
|
2013 (b)
|
|
2014 (b)
|
|
2015 (b)
|
|
2016
|
|
2017
|
||||||||||||
2012
|
|
$
|
391
|
|
|
$
|
412
|
|
|
$
|
416
|
|
|
$
|
418
|
|
|
$
|
419
|
|
|
$
|
421
|
|
2013
|
|
|
|
347
|
|
|
364
|
|
|
366
|
|
|
368
|
|
|
368
|
|
|||||||
2014
|
|
|
|
|
|
369
|
|
|
388
|
|
|
388
|
|
|
388
|
|
||||||||
2015
|
|
|
|
|
|
|
|
252
|
|
|
272
|
|
|
272
|
|
|||||||||
2016
|
|
|
|
|
|
|
|
|
|
302
|
|
|
327
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
289
|
|
|||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,065
|
|
||||||||||
All outstanding liabilities for loss and allocated loss adjustment expenses before 2012, net of reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|||||||||||
Reserves for insurance losses and allocated loss adjustment expenses, net of reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30
|
|
(a)
|
Due to the discontinuation of various product lines and sale of certain international operations, information prior to 2013 has been excluded from the table in order to appropriately reflect the number of years for which claims are typically outstanding. In addition, given the short tail of our insurance contracts, the table above reflects the combined presentation of all business lines.
|
(b)
|
Information presented for the years 2012 through 2015 is unaudited supplementary information.
|
Year
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
||||||
Percentage payout of incurred claims
|
|
93.0
|
%
|
|
5.7
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Reserves for insurance losses and loss adjustment expenses, net of reinsurance
|
|
$
|
30
|
|
|
$
|
38
|
|
Total reinsurance recoverable on unpaid claims
|
|
108
|
|
|
108
|
|
||
Unallocated loss adjustment expenses
|
|
2
|
|
|
3
|
|
||
Total gross reserves for insurance losses and loss adjustment expenses
|
|
$
|
140
|
|
|
$
|
149
|
|
($ in millions)
|
|
2017
|
|
2016
|
||||
Total gross reserves for insurance losses and loss adjustment expenses at January 1,
|
|
$
|
149
|
|
|
$
|
169
|
|
Less: Reinsurance recoverable
|
|
108
|
|
|
120
|
|
||
Net reserves for insurance losses and loss adjustment expenses at January 1,
|
|
41
|
|
|
49
|
|
||
Net insurance losses and loss adjustment expenses incurred related to:
|
|
|
|
|
||||
Current year
|
|
332
|
|
|
345
|
|
||
Prior years (a)
|
|
—
|
|
|
(3
|
)
|
||
Total net insurance losses and loss adjustment expenses incurred
|
|
332
|
|
|
342
|
|
||
Net insurance losses and loss adjustment expenses paid or payable related to:
|
|
|
|
|
||||
Current year
|
|
(309
|
)
|
|
(320
|
)
|
||
Prior years
|
|
(32
|
)
|
|
(30
|
)
|
||
Total net insurance losses and loss adjustment expenses paid or payable
|
|
(341
|
)
|
|
(350
|
)
|
||
Net reserves for insurance losses and loss adjustment expenses at December 31,
|
|
32
|
|
|
41
|
|
||
Plus: Reinsurance recoverable
|
|
108
|
|
|
108
|
|
||
Total gross reserves for insurance losses and loss adjustment expenses at December 31,
|
|
$
|
140
|
|
|
$
|
149
|
|
(a)
|
There have been no material adverse changes to the reserve for prior years.
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Insurance commissions
|
$
|
415
|
|
|
$
|
389
|
|
|
$
|
378
|
|
Technology and communications
|
284
|
|
|
274
|
|
|
267
|
|
|||
Lease and loan administration
|
159
|
|
|
136
|
|
|
126
|
|
|||
Advertising and marketing
|
133
|
|
|
112
|
|
|
107
|
|
|||
Professional services
|
113
|
|
|
103
|
|
|
93
|
|
|||
Regulatory and licensing fees
|
113
|
|
|
94
|
|
|
79
|
|
|||
Vehicle remarketing and repossession
|
110
|
|
|
95
|
|
|
78
|
|
|||
Premises and equipment depreciation
|
89
|
|
|
84
|
|
|
82
|
|
|||
Occupancy
|
46
|
|
|
51
|
|
|
50
|
|
|||
Non-income taxes
|
21
|
|
|
25
|
|
|
29
|
|
|||
Other
|
200
|
|
|
242
|
|
|
216
|
|
|||
Total other operating expenses
|
$
|
1,683
|
|
|
$
|
1,605
|
|
|
$
|
1,505
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
Amortized cost
|
|
Gross unrealized
|
|
Fair value
|
|
Amortized cost
|
|
Gross unrealized
|
|
Fair
value |
||||||||||||||||||||
December 31,
($ in millions)
|
|
gains
|
|
losses
|
|
gains
|
|
losses
|
|
|||||||||||||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
|
$
|
1,831
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
1,777
|
|
|
$
|
1,680
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
1,620
|
|
U.S. States and political subdivisions
|
|
850
|
|
|
11
|
|
|
(7
|
)
|
|
854
|
|
|
794
|
|
|
7
|
|
|
(19
|
)
|
|
782
|
|
||||||||
Foreign government
|
|
153
|
|
|
2
|
|
|
(1
|
)
|
|
154
|
|
|
157
|
|
|
5
|
|
|
—
|
|
|
162
|
|
||||||||
Agency mortgage-backed residential
|
|
14,412
|
|
|
35
|
|
|
(156
|
)
|
|
14,291
|
|
|
10,473
|
|
|
29
|
|
|
(212
|
)
|
|
10,290
|
|
||||||||
Mortgage-backed residential
|
|
2,517
|
|
|
11
|
|
|
(34
|
)
|
|
2,494
|
|
|
2,162
|
|
|
5
|
|
|
(70
|
)
|
|
2,097
|
|
||||||||
Mortgage-backed commercial
|
|
541
|
|
|
1
|
|
|
(1
|
)
|
|
541
|
|
|
537
|
|
|
2
|
|
|
(2
|
)
|
|
537
|
|
||||||||
Asset-backed
|
|
933
|
|
|
4
|
|
|
(1
|
)
|
|
936
|
|
|
1,396
|
|
|
6
|
|
|
(2
|
)
|
|
1,400
|
|
||||||||
Corporate debt
|
|
1,262
|
|
|
5
|
|
|
(11
|
)
|
|
1,256
|
|
|
1,452
|
|
|
7
|
|
|
(16
|
)
|
|
1,443
|
|
||||||||
Total debt securities (a) (b)
|
|
22,499
|
|
|
69
|
|
|
(265
|
)
|
|
22,303
|
|
|
18,651
|
|
|
61
|
|
|
(381
|
)
|
|
18,331
|
|
||||||||
Equity securities
|
|
553
|
|
|
13
|
|
|
(48
|
)
|
|
518
|
|
|
642
|
|
|
7
|
|
|
(54
|
)
|
|
595
|
|
||||||||
Total available-for-sale securities
|
|
$
|
23,052
|
|
|
$
|
82
|
|
|
$
|
(313
|
)
|
|
$
|
22,821
|
|
|
$
|
19,293
|
|
|
$
|
68
|
|
|
$
|
(435
|
)
|
|
$
|
18,926
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency mortgage-backed residential (c) (d)
|
|
$
|
1,863
|
|
|
$
|
3
|
|
|
$
|
(37
|
)
|
|
$
|
1,829
|
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
|
$
|
789
|
|
Asset-backed retained notes
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total held-to-maturity securities
|
|
$
|
1,899
|
|
|
$
|
3
|
|
|
$
|
(37
|
)
|
|
$
|
1,865
|
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
|
$
|
789
|
|
(a)
|
Certain entities related to our Insurance operations are required to deposit securities with state regulatory authorities. These deposited securities totaled
$12 million
and
$14 million
at
December 31, 2017
, and 2016, respectively.
|
(b)
|
Investment securities with a fair value of
$7,804 million
and
$4,881 million
at
December 31, 2017
, and 2016, 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
$1,025 million
and
$737 million
of the underlying investment securities at
December 31, 2017
, and 2016, respectively.
|
(c)
|
Agency mortgage-backed residential debt securities are held for liquidity risk management purposes.
|
(d)
|
Securities with a fair value of
$664 million
and
$87 million
at
December 31, 2017
, and 2016, respectively, were pledged to secure advances from the FHLB.
|
|
|
Total
|
|
Due in one year or less
|
|
Due after one year through five years
|
|
Due after five years through ten years
|
|
Due after ten years
|
|||||||||||||||||||||||||
($ in millions)
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fair value of available-for-sale debt securities (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
|
$
|
1,777
|
|
|
1.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
487
|
|
|
1.7
|
%
|
|
$
|
1,290
|
|
|
1.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
U.S. States and political subdivisions
|
|
854
|
|
|
2.9
|
|
|
76
|
|
|
1.8
|
|
|
36
|
|
|
2.3
|
|
|
203
|
|
|
2.5
|
|
|
539
|
|
|
3.3
|
|
|||||
Foreign government
|
|
154
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
2.5
|
|
|
74
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|||||
Agency mortgage-backed residential
|
|
14,291
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2.9
|
|
|
14,288
|
|
|
3.1
|
|
|||||
Mortgage-backed residential
|
|
2,494
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
|
3.1
|
|
|||||
Mortgage-backed commercial
|
|
541
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
3.1
|
|
|
31
|
|
|
3.1
|
|
|
480
|
|
|
3.2
|
|
|||||
Asset-backed
|
|
936
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
3.1
|
|
|
106
|
|
|
3.1
|
|
|
132
|
|
|
2.8
|
|
|||||
Corporate debt
|
|
1,256
|
|
|
2.9
|
|
|
140
|
|
|
2.6
|
|
|
513
|
|
|
2.6
|
|
|
564
|
|
|
3.2
|
|
|
39
|
|
|
4.7
|
|
|||||
Total available-for-sale debt securities
|
|
$
|
22,303
|
|
|
3.0
|
|
|
$
|
216
|
|
|
2.3
|
|
|
$
|
1,844
|
|
|
2.5
|
|
|
$
|
2,271
|
|
|
2.3
|
|
|
$
|
17,972
|
|
|
3.1
|
|
Amortized cost of available-for-sale debt securities
|
|
$
|
22,499
|
|
|
|
|
$
|
217
|
|
|
|
|
$
|
1,852
|
|
|
|
|
$
|
2,314
|
|
|
|
|
$
|
18,116
|
|
|
|
|||||
Amortized cost of held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agency mortgage-backed residential
|
|
$
|
1,863
|
|
|
3.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,863
|
|
|
3.1
|
%
|
Asset-backed retained notes
|
|
36
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
1.7
|
|
|
1
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||
Total held-to-maturity securities
|
|
$
|
1,899
|
|
|
3.1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
35
|
|
|
1.7
|
|
|
$
|
1
|
|
|
3.0
|
|
|
$
|
1,863
|
|
|
3.1
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fair value of available-for-sale debt securities (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
|
$
|
1,620
|
|
|
1.7
|
%
|
|
$
|
2
|
|
|
4.6
|
%
|
|
$
|
60
|
|
|
1.6
|
%
|
|
$
|
1,558
|
|
|
1.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
U.S. States and political subdivisions
|
|
782
|
|
|
3.1
|
|
|
64
|
|
|
1.7
|
|
|
29
|
|
|
2.3
|
|
|
172
|
|
|
2.8
|
|
|
517
|
|
|
3.4
|
|
|||||
Foreign government
|
|
162
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
2.8
|
|
|
104
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|||||
Agency mortgage-backed residential
|
|
10,290
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
2.6
|
|
|
10,261
|
|
|
2.9
|
|
|||||
Mortgage-backed residential
|
|
2,097
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,097
|
|
|
2.9
|
|
|||||
Mortgage-backed commercial
|
|
537
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2.8
|
|
|
534
|
|
|
2.6
|
|
|||||
Asset-backed
|
|
1,400
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
2.8
|
|
|
143
|
|
|
3.2
|
|
|
198
|
|
|
2.6
|
|
|||||
Corporate debt
|
|
1,443
|
|
|
2.8
|
|
|
72
|
|
|
2.2
|
|
|
840
|
|
|
2.6
|
|
|
489
|
|
|
3.2
|
|
|
42
|
|
|
4.7
|
|
|||||
Total available-for-sale debt securities
|
|
$
|
18,331
|
|
|
2.8
|
|
|
$
|
138
|
|
|
2.0
|
|
|
$
|
2,046
|
|
|
2.7
|
|
|
$
|
2,498
|
|
|
2.2
|
|
|
$
|
13,649
|
|
|
2.9
|
|
Amortized cost of available-for-sale debt securities
|
|
$
|
18,651
|
|
|
|
|
|
$
|
138
|
|
|
|
|
|
$
|
2,040
|
|
|
|
|
|
$
|
2,563
|
|
|
|
|
|
$
|
13,910
|
|
|
|
|
Amortized cost of held-to-maturity securities (b)
|
|
$
|
839
|
|
|
2.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
839
|
|
|
2.9
|
%
|
(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.
|
(b)
|
Our held-to-maturity securities portfolio as of December 31, 2016, consisted of agency mortgage-backed residential debt securities.
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Taxable interest
|
$
|
534
|
|
|
$
|
375
|
|
|
$
|
340
|
|
Taxable dividends
|
12
|
|
|
17
|
|
|
23
|
|
|||
Interest and dividends exempt from U.S. federal income tax
|
22
|
|
|
19
|
|
|
18
|
|
|||
Interest and dividends on investment securities
|
$
|
568
|
|
|
$
|
411
|
|
|
$
|
381
|
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Gross realized gains
|
$
|
106
|
|
|
$
|
187
|
|
|
$
|
184
|
|
Gross realized losses (a)
|
(4
|
)
|
|
(2
|
)
|
|
(15
|
)
|
|||
Other-than-temporary impairment
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Other gain on investments, net
|
$
|
102
|
|
|
$
|
185
|
|
|
$
|
155
|
|
(a)
|
Certain available-for-sale securities were sold at a loss in 2017, 2016, and 2015 as a result of market conditions within these respective periods (e.g., a downgrade in the rating of a debt security). Any such sales were made in accordance with our risk management policies and practices.
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
Less than 12 months
|
|
12 months or longer
|
|
Less than 12 months
|
|
12 months or longer
|
||||||||||||||||||||||||
December 31,
($ in millions)
|
|
Fair value
|
|
Unrealized loss
|
|
Fair value
|
|
Unrealized loss
|
|
Fair value
|
|
Unrealized loss
|
|
Fair value
|
|
Unrealized loss
|
||||||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
|
$
|
471
|
|
|
$
|
(8
|
)
|
|
$
|
1,305
|
|
|
$
|
(46
|
)
|
|
$
|
1,612
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. States and political subdivisions
|
|
242
|
|
|
(2
|
)
|
|
183
|
|
|
(5
|
)
|
|
524
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||||||
Foreign government
|
|
80
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Agency mortgage-backed residential
|
|
4,066
|
|
|
(19
|
)
|
|
5,671
|
|
|
(137
|
)
|
|
8,052
|
|
|
(196
|
)
|
|
587
|
|
|
(16
|
)
|
||||||||
Mortgage-backed residential
|
|
857
|
|
|
(2
|
)
|
|
773
|
|
|
(32
|
)
|
|
813
|
|
|
(17
|
)
|
|
860
|
|
|
(53
|
)
|
||||||||
Mortgage-backed commercial
|
|
76
|
|
|
(1
|
)
|
|
21
|
|
|
—
|
|
|
47
|
|
|
(1
|
)
|
|
149
|
|
|
(1
|
)
|
||||||||
Asset-backed
|
|
220
|
|
|
(1
|
)
|
|
91
|
|
|
—
|
|
|
375
|
|
|
(2
|
)
|
|
127
|
|
|
—
|
|
||||||||
Corporate debt
|
|
529
|
|
|
(4
|
)
|
|
194
|
|
|
(7
|
)
|
|
744
|
|
|
(14
|
)
|
|
46
|
|
|
(2
|
)
|
||||||||
Total temporarily impaired debt securities
|
|
6,541
|
|
|
(38
|
)
|
|
8,242
|
|
|
(227
|
)
|
|
12,205
|
|
|
(309
|
)
|
|
1,769
|
|
|
(72
|
)
|
||||||||
Temporarily impaired equity securities
|
|
126
|
|
|
(12
|
)
|
|
116
|
|
|
(36
|
)
|
|
151
|
|
|
(8
|
)
|
|
269
|
|
|
(46
|
)
|
||||||||
Total temporarily impaired available-for-sale securities
|
|
$
|
6,667
|
|
|
$
|
(50
|
)
|
|
$
|
8,358
|
|
|
$
|
(263
|
)
|
|
$
|
12,356
|
|
|
$
|
(317
|
)
|
|
$
|
2,038
|
|
|
$
|
(118
|
)
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Consumer automotive (a)
|
|
$
|
68,071
|
|
|
$
|
65,793
|
|
Consumer mortgage
|
|
|
|
|
||||
Mortgage Finance (b)
|
|
11,657
|
|
|
8,294
|
|
||
Mortgage — Legacy (c)
|
|
2,093
|
|
|
2,756
|
|
||
Total consumer mortgage
|
|
13,750
|
|
|
11,050
|
|
||
Total consumer
|
|
81,821
|
|
|
76,843
|
|
||
Commercial
|
|
|
|
|
||||
Commercial and industrial
|
|
|
|
|
||||
Automotive
|
|
33,025
|
|
|
35,041
|
|
||
Other
|
|
3,887
|
|
|
3,248
|
|
||
Commercial real estate
|
|
4,160
|
|
|
3,812
|
|
||
Total commercial
|
|
41,072
|
|
|
42,101
|
|
||
Total finance receivables and loans (d)
|
|
$
|
122,893
|
|
|
$
|
118,944
|
|
(a)
|
Includes
$18 million
and
$43 million
of fair value adjustment for loans in hedge accounting relationships at
December 31, 2017
, and
December 31, 2016
, respectively. Refer to
Note 22
for additional information.
|
(b)
|
Includes loans originated as interest-only mortgage loans of
$20 million
and
$30 million
at
December 31, 2017
, and
December 31, 2016
, respectively,
35%
of which are expected to start principal amortization in
2019
, and
45%
in
2020
. The remainder of these loans have already exited the interest-only period.
|
(c)
|
Includes loans originated as interest-only mortgage loans of
$496 million
and
$714 million
at
December 31, 2017
, and
December 31, 2016
, respectively,
3%
of which are expected to start principal amortization in
2018
. The remainder of these loans have already exited the interest-only period.
|
(d)
|
Totals include net increases of
$551 million
and
$359 million
at
December 31, 2017
, and
December 31, 2016
, respectively, for unearned income, unamortized premiums and discounts, and deferred fees and costs.
|
($ in millions)
|
|
Consumer automotive
|
|
Consumer mortgage
|
|
Commercial
|
|
Total
|
||||||||
Allowance at January 1, 2017
|
|
$
|
932
|
|
|
$
|
91
|
|
|
$
|
121
|
|
|
$
|
1,144
|
|
Charge-offs (a)
|
|
(1,344
|
)
|
|
(30
|
)
|
|
(18
|
)
|
|
(1,392
|
)
|
||||
Recoveries
|
|
358
|
|
|
24
|
|
|
—
|
|
|
382
|
|
||||
Net charge-offs
|
|
(986
|
)
|
|
(6
|
)
|
|
(18
|
)
|
|
(1,010
|
)
|
||||
Provision for loan losses
|
|
1,127
|
|
|
(7
|
)
|
|
28
|
|
|
1,148
|
|
||||
Other (b)
|
|
(7
|
)
|
|
1
|
|
|
—
|
|
|
(6
|
)
|
||||
Allowance at December 31, 2017
|
|
$
|
1,066
|
|
|
$
|
79
|
|
|
$
|
131
|
|
|
$
|
1,276
|
|
Allowance for loan losses at December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
36
|
|
|
$
|
27
|
|
|
$
|
14
|
|
|
$
|
77
|
|
Collectively evaluated for impairment
|
|
1,030
|
|
|
52
|
|
|
117
|
|
|
1,199
|
|
||||
Finance receivables and loans at gross carrying value
|
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
|
$
|
68,071
|
|
|
$
|
13,750
|
|
|
$
|
41,072
|
|
|
$
|
122,893
|
|
Individually evaluated for impairment
|
|
430
|
|
|
231
|
|
|
72
|
|
|
733
|
|
||||
Collectively evaluated for impairment
|
|
67,641
|
|
|
13,519
|
|
|
41,000
|
|
|
122,160
|
|
(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
for more information regarding our charge-off policies.
|
(b)
|
Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
|
($ in millions)
|
|
Consumer automotive
|
|
Consumer mortgage
|
|
Commercial
|
|
Total
|
||||||||
Allowance at January 1, 2016
|
|
$
|
834
|
|
|
$
|
114
|
|
|
$
|
106
|
|
|
$
|
1,054
|
|
Charge-offs (a)
|
|
(1,102
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
(1,142
|
)
|
||||
Recoveries
|
|
307
|
|
|
32
|
|
|
2
|
|
|
341
|
|
||||
Net charge-offs
|
|
(795
|
)
|
|
(7
|
)
|
|
1
|
|
|
(801
|
)
|
||||
Provision for loan losses
|
|
919
|
|
|
(16
|
)
|
|
14
|
|
|
917
|
|
||||
Other (b)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
||||
Allowance at December 31, 2016
|
|
$
|
932
|
|
|
$
|
91
|
|
|
$
|
121
|
|
|
$
|
1,144
|
|
Allowance for loan losses at December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
23
|
|
|
$
|
85
|
|
Collectively evaluated for impairment
|
|
904
|
|
|
57
|
|
|
98
|
|
|
1,059
|
|
||||
Finance receivables and loans at gross carrying value
|
|
|
|
|
|
|
|
|
|
|||||||
Ending balance
|
|
$
|
65,793
|
|
|
$
|
11,050
|
|
|
$
|
42,101
|
|
|
$
|
118,944
|
|
Individually evaluated for impairment
|
|
370
|
|
|
247
|
|
|
122
|
|
|
739
|
|
||||
Collectively evaluated for impairment
|
|
65,423
|
|
|
10,803
|
|
|
41,979
|
|
|
118,205
|
|
(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
for more information regarding our charge-off policies.
|
(b)
|
Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Consumer automotive
|
|
$
|
1,339
|
|
|
$
|
4,267
|
|
Consumer mortgage
|
|
9
|
|
|
15
|
|
||
Commercial
|
|
—
|
|
|
29
|
|
||
Total sales and transfers
|
|
$
|
1,348
|
|
|
$
|
4,311
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Consumer automotive
|
|
$
|
865
|
|
|
$
|
21
|
|
Consumer mortgage
|
|
4,481
|
|
|
3,747
|
|
||
Total purchases of finance receivables and loans
|
|
$
|
5,346
|
|
|
$
|
3,768
|
|
December 31,
($ in millions)
|
|
30–59 days past due
|
|
60–89 days past due
|
|
90 days or more past due
|
|
Total past due
|
|
Current
|
|
Total finance receivables and loans
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer automotive
|
|
$
|
1,994
|
|
|
$
|
478
|
|
|
$
|
268
|
|
|
$
|
2,740
|
|
|
$
|
65,331
|
|
|
$
|
68,071
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage Finance
|
|
60
|
|
|
11
|
|
|
18
|
|
|
89
|
|
|
11,568
|
|
|
11,657
|
|
||||||
Mortgage — Legacy
|
|
43
|
|
|
25
|
|
|
62
|
|
|
130
|
|
|
1,963
|
|
|
2,093
|
|
||||||
Total consumer mortgage
|
|
103
|
|
|
36
|
|
|
80
|
|
|
219
|
|
|
13,531
|
|
|
13,750
|
|
||||||
Total consumer
|
|
2,097
|
|
|
514
|
|
|
348
|
|
|
2,959
|
|
|
78,862
|
|
|
81,821
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Automotive
|
|
5
|
|
|
—
|
|
|
3
|
|
|
8
|
|
|
33,017
|
|
|
33,025
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,887
|
|
|
3,887
|
|
||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|
4,160
|
|
||||||
Total commercial
|
|
5
|
|
|
—
|
|
|
3
|
|
|
8
|
|
|
41,064
|
|
|
41,072
|
|
||||||
Total consumer and commercial
|
|
$
|
2,102
|
|
|
$
|
514
|
|
|
$
|
351
|
|
|
$
|
2,967
|
|
|
$
|
119,926
|
|
|
$
|
122,893
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer automotive
|
|
$
|
1,850
|
|
|
$
|
428
|
|
|
$
|
302
|
|
|
$
|
2,580
|
|
|
$
|
63,213
|
|
|
$
|
65,793
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage Finance
|
|
39
|
|
|
6
|
|
|
4
|
|
|
49
|
|
|
8,245
|
|
|
8,294
|
|
||||||
Mortgage — Legacy
|
|
45
|
|
|
18
|
|
|
57
|
|
|
120
|
|
|
2,636
|
|
|
2,756
|
|
||||||
Total consumer mortgage
|
|
84
|
|
|
24
|
|
|
61
|
|
|
169
|
|
|
10,881
|
|
|
11,050
|
|
||||||
Total consumer
|
|
1,934
|
|
|
452
|
|
|
363
|
|
|
2,749
|
|
|
74,094
|
|
|
76,843
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Automotive
|
|
3
|
|
|
—
|
|
|
7
|
|
|
10
|
|
|
35,031
|
|
|
35,041
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,248
|
|
|
3,248
|
|
||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,812
|
|
|
3,812
|
|
||||||
Total commercial
|
|
3
|
|
|
—
|
|
|
7
|
|
|
10
|
|
|
42,091
|
|
|
42,101
|
|
||||||
Total consumer and commercial
|
|
$
|
1,937
|
|
|
$
|
452
|
|
|
$
|
370
|
|
|
$
|
2,759
|
|
|
$
|
116,185
|
|
|
$
|
118,944
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Consumer automotive
|
|
$
|
603
|
|
|
$
|
598
|
|
Consumer mortgage
|
|
|
|
|
||||
Mortgage Finance
|
|
25
|
|
|
10
|
|
||
Mortgage — Legacy
|
|
92
|
|
|
89
|
|
||
Total consumer mortgage
|
|
117
|
|
|
99
|
|
||
Total consumer
|
|
720
|
|
|
697
|
|
||
Commercial
|
|
|
|
|
||||
Commercial and industrial
|
|
|
|
|
||||
Automotive
|
|
27
|
|
|
33
|
|
||
Other
|
|
44
|
|
|
84
|
|
||
Commercial real estate
|
|
1
|
|
|
5
|
|
||
Total commercial
|
|
72
|
|
|
122
|
|
||
Total consumer and commercial finance receivables and loans
|
|
$
|
792
|
|
|
$
|
819
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
December 31,
($ in millions)
|
|
Performing
|
|
Nonperforming
|
|
Total
|
|
Performing
|
|
Nonperforming
|
|
Total
|
||||||||||||
Consumer automotive
|
|
$
|
67,468
|
|
|
$
|
603
|
|
|
$
|
68,071
|
|
|
$
|
65,195
|
|
|
$
|
598
|
|
|
$
|
65,793
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage Finance
|
|
11,632
|
|
|
25
|
|
|
11,657
|
|
|
8,284
|
|
|
10
|
|
|
8,294
|
|
||||||
Mortgage — Legacy
|
|
2,001
|
|
|
92
|
|
|
2,093
|
|
|
2,667
|
|
|
89
|
|
|
2,756
|
|
||||||
Total consumer mortgage
|
|
13,633
|
|
|
117
|
|
|
13,750
|
|
|
10,951
|
|
|
99
|
|
|
11,050
|
|
||||||
Total consumer
|
|
$
|
81,101
|
|
|
$
|
720
|
|
|
$
|
81,821
|
|
|
$
|
76,146
|
|
|
$
|
697
|
|
|
$
|
76,843
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
December 31,
($ in millions)
|
|
Pass
|
|
Criticized (a)
|
|
Total
|
|
Pass
|
|
Criticized (a)
|
|
Total
|
||||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Automotive
|
|
$
|
30,982
|
|
|
$
|
2,043
|
|
|
$
|
33,025
|
|
|
$
|
33,160
|
|
|
$
|
1,881
|
|
|
$
|
35,041
|
|
Other
|
|
2,986
|
|
|
901
|
|
|
3,887
|
|
|
2,597
|
|
|
651
|
|
|
3,248
|
|
||||||
Commercial real estate
|
|
4,023
|
|
|
137
|
|
|
4,160
|
|
|
3,653
|
|
|
159
|
|
|
3,812
|
|
||||||
Total commercial
|
|
$
|
37,991
|
|
|
$
|
3,081
|
|
|
$
|
41,072
|
|
|
$
|
39,410
|
|
|
$
|
2,691
|
|
|
$
|
42,101
|
|
(a)
|
Includes loans classified as special mention, substandard, or doubtful. These classifications are based on regulatory definitions and generally represent loans within our portfolio that have a higher default risk or have already defaulted.
|
December 31,
($ in millions)
|
|
Unpaid principal balance (a)
|
|
Gross carrying value
|
|
Impaired with no allowance
|
|
Impaired with an allowance
|
|
Allowance for impaired loans
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer automotive
|
|
$
|
438
|
|
|
$
|
430
|
|
|
$
|
91
|
|
|
$
|
339
|
|
|
$
|
36
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
|
8
|
|
|
8
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|||||
Mortgage — Legacy
|
|
228
|
|
|
223
|
|
|
58
|
|
|
165
|
|
|
27
|
|
|||||
Total consumer mortgage
|
|
236
|
|
|
231
|
|
|
62
|
|
|
169
|
|
|
27
|
|
|||||
Total consumer
|
|
674
|
|
|
661
|
|
|
153
|
|
|
508
|
|
|
63
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
|
27
|
|
|
27
|
|
|
9
|
|
|
18
|
|
|
3
|
|
|||||
Other
|
|
54
|
|
|
44
|
|
|
10
|
|
|
34
|
|
|
11
|
|
|||||
Commercial real estate
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total commercial
|
|
82
|
|
|
72
|
|
|
19
|
|
|
53
|
|
|
14
|
|
|||||
Total consumer and commercial finance receivables and loans
|
|
$
|
756
|
|
|
$
|
733
|
|
|
$
|
172
|
|
|
$
|
561
|
|
|
$
|
77
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer automotive
|
|
$
|
407
|
|
|
$
|
370
|
|
|
$
|
131
|
|
|
$
|
239
|
|
|
$
|
28
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
|
8
|
|
|
8
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|||||
Mortgage — Legacy
|
|
243
|
|
|
239
|
|
|
56
|
|
|
183
|
|
|
34
|
|
|||||
Total consumer mortgage
|
|
251
|
|
|
247
|
|
|
59
|
|
|
188
|
|
|
34
|
|
|||||
Total consumer
|
|
658
|
|
|
617
|
|
|
190
|
|
|
427
|
|
|
62
|
|
|||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
|
33
|
|
|
33
|
|
|
7
|
|
|
26
|
|
|
3
|
|
|||||
Other
|
|
99
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
19
|
|
|||||
Commercial real estate
|
|
5
|
|
|
5
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|||||
Total commercial
|
|
137
|
|
|
122
|
|
|
9
|
|
|
113
|
|
|
23
|
|
|||||
Total consumer and commercial finance receivables and loans
|
|
$
|
795
|
|
|
$
|
739
|
|
|
$
|
199
|
|
|
$
|
540
|
|
|
$
|
85
|
|
(a)
|
Adjusted for charge-offs.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Year ended December 31,
($ in millions)
|
|
Average balance
|
|
Interest income
|
|
Average balance
|
|
Interest income
|
|
Average balance
|
|
Interest income
|
||||||||||||
Consumer automotive
|
|
$
|
391
|
|
|
$
|
21
|
|
|
$
|
344
|
|
|
$
|
17
|
|
|
$
|
295
|
|
|
$
|
16
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage Finance
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||
Mortgage — Legacy
|
|
234
|
|
|
10
|
|
|
248
|
|
|
9
|
|
|
272
|
|
|
9
|
|
||||||
Total consumer mortgage
|
|
242
|
|
|
10
|
|
|
256
|
|
|
9
|
|
|
280
|
|
|
9
|
|
||||||
Total consumer
|
|
633
|
|
|
31
|
|
|
600
|
|
|
26
|
|
|
575
|
|
|
25
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Automotive
|
|
49
|
|
|
2
|
|
|
35
|
|
|
1
|
|
|
33
|
|
|
1
|
|
||||||
Other
|
|
69
|
|
|
9
|
|
|
60
|
|
|
1
|
|
|
41
|
|
|
3
|
|
||||||
Commercial real estate
|
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Total commercial
|
|
123
|
|
|
11
|
|
|
101
|
|
|
2
|
|
|
79
|
|
|
4
|
|
||||||
Total consumer and commercial finance receivables and loans
|
|
$
|
756
|
|
|
$
|
42
|
|
|
$
|
701
|
|
|
$
|
28
|
|
|
$
|
654
|
|
|
$
|
29
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||
Year ended December 31,
($ in millions)
|
|
Number of loans
|
|
Gross carrying value
|
|
Charge-off amount
|
|
Number of loans
|
|
Gross carrying value
|
|
Charge-off amount
|
||||||||||
Consumer automotive
|
|
8,829
|
|
|
$
|
102
|
|
|
$
|
71
|
|
|
7,800
|
|
|
$
|
94
|
|
|
$
|
56
|
|
Consumer mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Finance
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mortgage — Legacy
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Total consumer finance receivables and loans
|
|
8,832
|
|
|
$
|
103
|
|
|
$
|
71
|
|
|
7,804
|
|
|
$
|
94
|
|
|
$
|
56
|
|
|
2017 (a)
|
|
2016
|
||||||||
December 31,
|
Consumer automotive
|
|
Consumer mortgage
|
|
Consumer automotive
|
|
Consumer mortgage
|
||||
California
|
8.2
|
%
|
|
34.6
|
%
|
|
7.8
|
%
|
|
34.2
|
%
|
Texas
|
13.2
|
|
|
6.5
|
|
|
13.6
|
|
|
6.6
|
|
Florida
|
8.5
|
|
|
4.8
|
|
|
8.2
|
|
|
4.4
|
|
Pennsylvania
|
4.6
|
|
|
1.5
|
|
|
4.7
|
|
|
1.5
|
|
Illinois
|
4.2
|
|
|
3.2
|
|
|
4.3
|
|
|
3.4
|
|
Georgia
|
4.2
|
|
|
2.5
|
|
|
4.3
|
|
|
2.2
|
|
North Carolina
|
3.7
|
|
|
1.8
|
|
|
3.6
|
|
|
1.6
|
|
Ohio
|
3.4
|
|
|
0.5
|
|
|
3.5
|
|
|
0.5
|
|
New York
|
3.0
|
|
|
2.2
|
|
|
3.2
|
|
|
1.9
|
|
Missouri
|
2.9
|
|
|
0.9
|
|
|
2.8
|
|
|
1.2
|
|
Other United States
|
44.1
|
|
|
41.5
|
|
|
44.0
|
|
|
42.5
|
|
Total consumer loans
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(a)
|
Presentation is in descending order as a percentage of total consumer finance receivables and loans at
December 31, 2017
.
|
December 31,
|
2017
|
|
2016
|
||
Texas
|
15.7
|
%
|
|
16.1
|
%
|
Florida
|
10.3
|
|
|
10.2
|
|
California
|
8.2
|
|
|
7.9
|
|
Michigan
|
7.7
|
|
|
7.6
|
|
Georgia
|
4.6
|
|
|
3.6
|
|
New Jersey
|
3.6
|
|
|
4.2
|
|
North Carolina
|
3.6
|
|
|
3.6
|
|
South Carolina
|
3.5
|
|
|
2.7
|
|
Pennsylvania
|
3.0
|
|
|
3.1
|
|
Missouri
|
2.4
|
|
|
2.5
|
|
Other United States
|
37.4
|
|
|
38.5
|
|
Total commercial real estate finance receivables and loans
|
100.0
|
%
|
|
100.0
|
%
|
December 31,
|
2017
|
|
2016
|
||
Automotive
|
76.3
|
%
|
|
81.2
|
%
|
Services
|
6.7
|
|
|
6.3
|
|
Health/Medical
|
4.9
|
|
|
2.3
|
|
Other
|
12.1
|
|
|
10.2
|
|
Total commercial criticized finance receivables and loans
|
100.0
|
%
|
|
100.0
|
%
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Vehicles
|
|
$
|
10,556
|
|
|
$
|
14,584
|
|
Accumulated depreciation
|
|
(1,815
|
)
|
|
(3,114
|
)
|
||
Investment in operating leases, net
|
|
$
|
8,741
|
|
|
$
|
11,470
|
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation expense on operating lease assets (excluding remarketing gains)
|
|
$
|
1,368
|
|
|
$
|
1,982
|
|
|
$
|
2,600
|
|
Remarketing gains
|
|
(124
|
)
|
|
(213
|
)
|
|
(351
|
)
|
|||
Net depreciation expense on operating lease assets
|
|
$
|
1,244
|
|
|
$
|
1,769
|
|
|
$
|
2,249
|
|
Year ended December 31,
($ in millions)
|
|
|
||
2018
|
|
$
|
1,319
|
|
2019
|
|
839
|
|
|
2020
|
|
364
|
|
|
2021
|
|
46
|
|
|
2022 and thereafter
|
|
4
|
|
|
Total
|
|
$
|
2,572
|
|
December 31,
($ 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
|
|||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||
On-balance sheet variable interest entities
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer automotive
|
|
$
|
17,597
|
|
(b)
|
$
|
7,677
|
|
(c)
|
|
|
|
|
||||
Commercial automotive
|
|
12,550
|
|
|
2,558
|
|
|
|
|
|
|
||||||
Off-balance sheet variable interest entities
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer automotive
|
|
37
|
|
(d)
|
—
|
|
|
$
|
1,964
|
|
|
$
|
2,001
|
|
(e)
|
||
Commercial other
|
|
592
|
|
(f)
|
248
|
|
(g)
|
—
|
|
|
790
|
|
(h)
|
||||
Total
|
|
$
|
30,776
|
|
|
$
|
10,483
|
|
|
$
|
1,964
|
|
|
$
|
2,791
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||||||
On-balance sheet variable interest entities
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer automotive
|
|
$
|
20,869
|
|
(b)
|
$
|
8,557
|
|
(c)
|
|
|
|
|
||||
Commercial automotive
|
|
16,278
|
|
|
4,764
|
|
|
|
|
|
|
||||||
Off-balance sheet variable interest entities
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer automotive
|
|
24
|
|
(f)
|
—
|
|
|
$
|
2,899
|
|
|
$
|
2,923
|
|
(e)
|
||
Commercial other
|
|
460
|
|
(f)
|
169
|
|
(g)
|
—
|
|
|
651
|
|
(h)
|
||||
Total
|
|
$
|
37,631
|
|
|
$
|
13,490
|
|
|
$
|
2,899
|
|
|
$
|
3,574
|
|
|
(a)
|
Asset values represent the current unpaid principal balance of outstanding consumer finance receivables and loans within the VIEs.
|
(b)
|
Includes
$8.5 billion
and
$9.6 billion
of assets that are not encumbered by VIE beneficial interests held by third parties at
December 31, 2017
, and
December 31, 2016
, respectively. Ally or consolidated affiliates hold the interests in these assets.
|
(c)
|
Includes
$29 million
and
$50 million
of liabilities that are not obligations to third-party beneficial interest holders at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(d)
|
Represents retained notes and certificated residual interests, of which
$36 million
is classified as held-to-maturity securities and
$1 million
is classified as other assets at
December 31, 2017
. These assets represent our compliance with the risk retention rules under the Dodd-Frank Act,
requiring us to retain at least five percent of the credit risk of the assets underlying asset-backed securitizations
, which became effective on December 24, 2016.
|
(e)
|
Maximum exposure to loss represents the current unpaid principal balance of outstanding loans, retained notes, certificated residual interests, as well as certain noncertificated interests retained from the sale of automotive finance receivables. This measure is based on the very unlikely event that all of our sold loans have defects that would trigger a representation and warranty provision and the underlying collateral supporting the loans becomes worthless. This required disclosure is not an indication of our expected loss.
|
(f)
|
Amounts are classified as other assets.
|
(g)
|
Amounts are classified as accrued expenses and other liabilities.
|
(h)
|
For certain nonconsolidated affordable housing entities, maximum exposure to loss represents the yield we guaranteed investors through long-term guarantee contracts. The amount disclosed is based on the unlikely event that the underlying properties cease generating yield to investors and the yield delivered to investors in the form of low income tax housing credits is recaptured. For nonconsolidated equity investments, maximum exposure to loss represents our outstanding investment, additional committed capital, and low income housing tax credits subject to recapture. The amount disclosed is based on the unlikely event that our committed capital is funded, our investments become worthless, and the tax credits previously delivered to us are recaptured. This required disclosure is not an indication of our expected loss.
|
December 31,
($ in millions)
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Finance receivables and loans, net
|
|
|
|
||||
Consumer
|
$
|
8,186
|
|
|
$
|
8,929
|
|
Commercial
|
12,437
|
|
|
15,701
|
|
||
Allowance for loan losses
|
(136
|
)
|
|
(173
|
)
|
||
Total finance receivables and loans, net
|
20,487
|
|
|
24,457
|
|
||
Investment in operating leases, net
|
444
|
|
|
1,745
|
|
||
Other assets
|
689
|
|
|
1,390
|
|
||
Total assets
|
$
|
21,620
|
|
|
$
|
27,592
|
|
Liabilities
|
|
|
|
||||
Long-term debt
|
$
|
10,197
|
|
|
$
|
13,259
|
|
Accrued expenses and other liabilities
|
9
|
|
|
12
|
|
||
Total liabilities
|
$
|
10,206
|
|
|
$
|
13,271
|
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash proceeds from transfers completed during the period
|
|
$
|
1,187
|
|
|
$
|
1,715
|
|
|
$
|
1,551
|
|
Cash disbursements for repurchases during the period (a)
|
|
(491
|
)
|
|
—
|
|
|
—
|
|
|||
Servicing fees
|
|
31
|
|
|
35
|
|
|
28
|
|
|||
Cash flows received on retained interests in securitization entities
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
Other cash flows
|
|
4
|
|
|
8
|
|
|
—
|
|
(a)
|
During the second quarter of 2017, we elected to not renew a retail automotive credit conduit facility and also purchased the related retail automotive loans and settled associated retained interests.
|
|
Total amount
|
|
Amount 60 days or more past due
|
|
Net credit losses
|
||||||||||||||||||
December 31,
($ in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Off-balance sheet securitization entities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer automotive
|
$
|
1,964
|
|
|
$
|
2,392
|
|
|
$
|
16
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
8
|
|
Total off-balance sheet securitization entities
|
1,964
|
|
|
2,392
|
|
|
16
|
|
|
13
|
|
|
13
|
|
|
8
|
|
||||||
Whole-loan sales (a)
|
1,399
|
|
|
3,164
|
|
|
4
|
|
|
6
|
|
|
3
|
|
|
3
|
|
||||||
Total
|
$
|
3,363
|
|
|
$
|
5,556
|
|
|
$
|
20
|
|
|
$
|
19
|
|
|
$
|
16
|
|
|
$
|
11
|
|
(a)
|
Whole-loan sales are not part of a securitization transaction, but represent consumer automotive pools of loans sold to third-party investors.
|
December 31,
($ in millions)
|
2017
|
|
2016
|
||||
On-balance sheet automotive finance loans and leases
|
|
|
|
||||
Consumer automotive
|
$
|
67,631
|
|
|
$
|
65,646
|
|
Commercial automotive
|
37,058
|
|
|
38,853
|
|
||
Operating leases
|
8,682
|
|
|
11,311
|
|
||
Other
|
121
|
|
|
67
|
|
||
Off-balance sheet automotive finance loans
|
|
|
|
||||
Securitizations
|
1,977
|
|
|
2,412
|
|
||
Whole-loan sales
|
1,409
|
|
|
3,191
|
|
||
Total serviced automotive finance loans and leases
|
$
|
116,878
|
|
|
$
|
121,480
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Prepaid reinsurance premiums
|
|
$
|
507
|
|
|
$
|
439
|
|
Reinsurance recoverable on unpaid losses
|
|
108
|
|
|
108
|
|
||
Reinsurance recoverable on paid losses
|
|
19
|
|
|
20
|
|
||
Premiums receivable
|
|
84
|
|
|
80
|
|
||
Deferred policy acquisition costs
|
|
1,329
|
|
|
1,258
|
|
||
Total premiums receivable and other insurance assets
|
|
$
|
2,047
|
|
|
$
|
1,905
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Property and equipment at cost
|
|
$
|
1,064
|
|
|
$
|
901
|
|
Accumulated depreciation
|
|
(608
|
)
|
|
(525
|
)
|
||
Net property and equipment
|
|
456
|
|
|
376
|
|
||
Nonmarketable equity investments (a)
|
|
1,233
|
|
|
1,046
|
|
||
Restricted cash collections for securitization trusts (b)
|
|
812
|
|
|
1,694
|
|
||
Accrued interest and rent receivables
|
|
550
|
|
|
476
|
|
||
Net deferred tax assets (c)
|
|
461
|
|
|
994
|
|
||
Goodwill (d)
|
|
240
|
|
|
240
|
|
||
Other accounts receivable
|
|
116
|
|
|
100
|
|
||
Cash reserve deposits held for securitization trusts (e)
|
|
111
|
|
|
184
|
|
||
Restricted cash and cash equivalents (f)
|
|
94
|
|
|
111
|
|
||
Fair value of derivative contracts in receivable position (g)
|
|
39
|
|
|
95
|
|
||
Cash collateral placed with counterparties
|
|
29
|
|
|
167
|
|
||
Other assets
|
|
1,522
|
|
|
1,371
|
|
||
Total other assets
|
|
$
|
5,663
|
|
|
$
|
6,854
|
|
(a)
|
Includes investments in FHLB stock of
$745 million
and
$577 million
at
December 31, 2017
, and 2016, respectively; and FRB stock of
$445 million
and
$435 million
at
December 31, 2017
, and 2016, respectively.
|
(b)
|
Represents cash collections from customer payments on securitized receivables. These funds are distributed to investors as payments on the related secured debt.
|
(c)
|
For further discussion regarding the impact to our deferred tax asset as a result of the Tax Act, refer to
Note 23
.
|
(d)
|
Includes goodwill of
$27 million
within our Insurance operations at both
December 31, 2017
, and 2016;
$193 million
within Corporate and Other at both
December 31, 2017
, and 2016; and
$20 million
within Automotive Finance operations at both
December 31, 2017
, and 2016. As a result of our acquisition of TradeKing, we recognized
$193 million
of goodwill within Corporate and Other on June 1, 2016. On August 1, 2016, we purchased assets from Blue Yield and as a result recognized
$20 million
of goodwill within Automotive Finance operations. No other changes to the carrying amount of goodwill were recorded during the years ended December 31, 2017, 2016, and 2015.
|
(e)
|
Represents credit enhancement in the form of cash reserves for various securitization transactions.
|
(f)
|
Primarily represents a number of arrangements with third parties where certain restrictions are placed on balances we hold due to collateral agreements associated with operational processes with a third-party bank, or letter of credit arrangements and corresponding collateral requirements.
|
(g)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
December 31,
($ in millions)
|
2017
|
|
2016
|
||||
Noninterest-bearing deposits
|
$
|
108
|
|
|
$
|
84
|
|
Interest-bearing deposits
|
|
|
|
||||
Savings and money market checking accounts
|
49,267
|
|
|
46,976
|
|
||
Certificates of deposit
|
43,869
|
|
|
31,795
|
|
||
Dealer deposits
|
12
|
|
|
167
|
|
||
Total deposit liabilities
|
$
|
93,256
|
|
|
$
|
79,022
|
|
(
$ in millions
)
|
|
|
||
Due in 2018
|
|
$
|
28,764
|
|
Due in 2019
|
|
8,613
|
|
|
Due in 2020
|
|
3,579
|
|
|
Due in 2021
|
|
1,418
|
|
|
Due in 2022
|
|
1,495
|
|
|
Total certificates of deposit
|
|
$
|
43,869
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
December 31,
($ in millions)
|
|
Unsecured
|
|
Secured (a)
|
|
Total
|
|
Unsecured
|
|
Secured (a)
|
|
Total
|
||||||||||||
Demand notes
|
|
$
|
3,171
|
|
|
$
|
—
|
|
|
$
|
3,171
|
|
|
$
|
3,622
|
|
|
$
|
—
|
|
|
$
|
3,622
|
|
Federal Home Loan Bank
|
|
—
|
|
|
7,350
|
|
|
7,350
|
|
|
—
|
|
|
7,875
|
|
|
7,875
|
|
||||||
Financial instruments sold under agreements to repurchase
|
|
—
|
|
|
892
|
|
|
892
|
|
|
—
|
|
|
1,176
|
|
|
1,176
|
|
||||||
Total short-term borrowings
|
|
$
|
3,171
|
|
|
$
|
8,242
|
|
|
$
|
11,413
|
|
|
$
|
3,622
|
|
|
$
|
9,051
|
|
|
$
|
12,673
|
|
Weighted average interest rate (b)
|
|
|
|
|
|
1.5
|
%
|
|
|
|
|
|
1.0
|
%
|
(a)
|
Refer to the section below titled
Long-term Debt
for further details on assets restricted as collateral for payment of the related debt.
|
(b)
|
Based on the debt outstanding and the interest rate at December 31 of each year.
|
December 31,
($ in millions)
|
Amount
|
|
Stated interest rate
|
|
Weighted-average stated interest rate (a)
|
|
Due date range
|
|||
2017
|
|
|
|
|
|
|
|
|||
Unsecured debt
|
|
|
|
|
|
|
|
|||
Fixed rate (b)
|
$
|
12,820
|
|
|
|
|
|
|
|
|
Variable rate
|
1
|
|
|
|
|
|
|
|
||
Trust preferred securities (c)
|
2,570
|
|
|
|
|
|
|
|
||
Fair value adjustment (d)
|
240
|
|
|
|
|
|
|
|
||
Total unsecured debt
|
15,631
|
|
|
1.48–8.00%
|
|
5.68
|
%
|
|
2018–2049
|
|
Secured debt
|
|
|
|
|
|
|
|
|||
Fixed rate
|
18,845
|
|
|
|
|
|
|
|
||
Variable rate (e)
|
9,782
|
|
|
|
|
|
|
|
||
Fair value adjustment (d)
|
(32
|
)
|
|
|
|
|
|
|
||
Total secured debt (f) (g) (h)
|
28,595
|
|
|
0.63–4.50%
|
|
1.96
|
%
|
|
2018–2036
|
|
Total long-term debt
|
$
|
44,226
|
|
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|||
Unsecured debt
|
|
|
|
|
|
|
|
|||
Fixed rate (b)
|
$
|
17,155
|
|
|
|
|
|
|
|
|
Variable rate
|
1
|
|
|
|
|
|
|
|
||
Trust preferred securities (c)
|
2,568
|
|
|
|
|
|
|
|
||
Fair value adjustment (d)
|
326
|
|
|
|
|
|
|
|
||
Total unsecured debt
|
20,050
|
|
|
0.68–8.00%
|
|
5.36
|
%
|
|
2017–2049
|
|
Secured debt
|
|
|
|
|
|
|
|
|||
Fixed rate
|
17,935
|
|
|
|
|
|
|
|
||
Variable rate
|
16,154
|
|
|
|
|
|
|
|
||
Fair value adjustment (d)
|
(11
|
)
|
|
|
|
|
|
|
||
Total secured debt (f) (g) (h)
|
34,078
|
|
|
0.63–4.55%
|
|
1.53
|
%
|
|
2017–2035
|
|
Total long-term debt
|
$
|
54,128
|
|
|
|
|
|
|
|
(a)
|
Based on the debt outstanding and the interest rate at December 31 of each year excluding any impacts of interest rate hedges.
|
(b)
|
Includes subordinated debt of
$1.4 billion
at both
December 31, 2017
, and 2016.
|
(c)
|
Refer to the section below titled
Trust Preferred Securities
for further information.
|
(d)
|
Represents the fair value adjustment associated with the application of hedge accounting on certain of our long-term debt positions. Refer to
Note 22
for additional information.
|
(e)
|
Includes
$8 million
of long-term debt that does not have a stated interest rate.
|
(f)
|
Includes
$10.2 billion
and
$13.3 billion
of VIE secured debt at
December 31, 2017
, and 2016, respectively.
|
(g)
|
Includes
$8.1 billion
and
$14.8 billion
of debt outstanding from our automotive secured revolving credit facilities at
December 31, 2017
, and 2016, respectively.
|
(h)
|
Includes advances from the FHLB of Pittsburgh of
$10.3 billion
and
$6.1 billion
at
December 31, 2017
, and 2016, respectively.
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
December 31,
($ in millions)
|
|
Unsecured
|
|
Secured
|
|
Total
|
|
Unsecured
|
|
Secured
|
|
Total
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Due within one year
|
|
$
|
3,482
|
|
|
$
|
7,499
|
|
|
$
|
10,981
|
|
|
$
|
4,274
|
|
|
$
|
10,279
|
|
|
$
|
14,553
|
|
Due after one year
|
|
11,909
|
|
|
21,128
|
|
|
33,037
|
|
|
15,450
|
|
|
23,810
|
|
|
39,260
|
|
||||||
Fair value adjustment
|
|
240
|
|
|
(32
|
)
|
|
208
|
|
|
326
|
|
|
(11
|
)
|
|
315
|
|
||||||
Total long-term debt
|
|
$
|
15,631
|
|
|
$
|
28,595
|
|
|
$
|
44,226
|
|
|
$
|
20,050
|
|
|
$
|
34,078
|
|
|
$
|
54,128
|
|
($ in millions)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and thereafter
|
|
Fair value adjustment
|
|
Total
|
||||||||||||||||
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
$
|
3,582
|
|
|
$
|
1,681
|
|
|
$
|
2,251
|
|
|
$
|
637
|
|
|
$
|
1,067
|
|
|
$
|
7,408
|
|
|
$
|
240
|
|
|
$
|
16,866
|
|
Original issue discount
|
|
(100
|
)
|
|
(39
|
)
|
|
(39
|
)
|
|
(43
|
)
|
|
(47
|
)
|
|
(967
|
)
|
|
—
|
|
|
(1,235
|
)
|
||||||||
Total unsecured
|
|
3,482
|
|
|
1,642
|
|
|
2,212
|
|
|
594
|
|
|
1,020
|
|
|
6,441
|
|
|
240
|
|
|
15,631
|
|
||||||||
Secured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
7,499
|
|
|
8,352
|
|
|
6,879
|
|
|
3,712
|
|
|
1,631
|
|
|
554
|
|
|
(32
|
)
|
|
28,595
|
|
||||||||
Total long-term debt
|
|
$
|
10,981
|
|
|
$
|
9,994
|
|
|
$
|
9,091
|
|
|
$
|
4,306
|
|
|
$
|
2,651
|
|
|
$
|
6,995
|
|
|
$
|
208
|
|
|
$
|
44,226
|
|
|
|
2017
|
|
2016
|
||||||||||||
December 31,
($ in millions)
|
|
Total (a)
|
|
Ally Bank
|
|
Total (a)
|
|
Ally Bank
|
||||||||
Investment securities (b)
|
|
$
|
8,371
|
|
|
$
|
7,443
|
|
|
$
|
4,895
|
|
|
$
|
4,231
|
|
Mortgage assets held-for-investment and lending receivables
|
|
13,579
|
|
|
13,579
|
|
|
10,954
|
|
|
10,954
|
|
||||
Consumer automotive finance receivables (b)
|
|
19,787
|
|
|
6,200
|
|
|
27,846
|
|
|
5,751
|
|
||||
Commercial automotive finance receivables
|
|
16,567
|
|
|
16,472
|
|
|
19,487
|
|
|
19,280
|
|
||||
Operating leases
|
|
457
|
|
|
—
|
|
|
2,040
|
|
|
913
|
|
||||
Total assets restricted as collateral (c) (d)
|
|
$
|
58,761
|
|
|
$
|
43,694
|
|
|
$
|
65,222
|
|
|
$
|
41,129
|
|
Secured debt
|
|
$
|
36,837
|
|
(e)
|
$
|
23,278
|
|
|
$
|
43,129
|
|
(e)
|
$
|
22,149
|
|
(a)
|
Ally Bank is a component of the total column.
|
(b)
|
A portion of the restricted investment securities at
December 31, 2017
, and
December 31, 2016
, and consumer automotive finance receivables at
December 31, 2016
, 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
$25.2 billion
and
$19.0 billion
at
December 31, 2017
, and
December 31, 2016
, 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. Ally Bank had assets pledged and restricted as collateral to the FRB totaling
$2.3 billion
and
$2.4 billion
at
December 31, 2017
, and
December 31, 2016
, respectively. These assets were composed of consumer automotive finance receivables and loans and operating lease assets. 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
Consolidated Balance Sheet
. Refer to
Note 14
for additional information.
|
(e)
|
Includes
$8.2 billion
and
$9.1 billion
of short-term borrowings at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(a)
|
Funding from committed secured facilities is available on request in the event excess collateral resides in certain facilities or the extent incremental collateral is available and contributed to the facilities.
|
(b)
|
Excludes off-balance sheet credit facility amounts.
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Accounts payable
|
|
$
|
746
|
|
|
$
|
649
|
|
Employee compensation and benefits
|
|
248
|
|
|
232
|
|
||
Reserves for insurance losses and loss adjustment expenses
|
|
140
|
|
|
149
|
|
||
Fair value of derivative contracts in payable position (a)
|
|
41
|
|
|
95
|
|
||
Deferred revenue
|
|
32
|
|
|
56
|
|
||
Cash collateral received from counterparties
|
|
17
|
|
|
10
|
|
||
Other liabilities
|
|
556
|
|
|
546
|
|
||
Total accrued expenses and other liabilities
|
|
$
|
1,780
|
|
|
$
|
1,737
|
|
(a)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
Year ended December 31,
(shares in thousands)
(a)
|
2017
|
|
2016
|
|
2015
|
|||
Common stock
|
|
|
|
|
|
|||
Total issued at January 1,
|
485,708
|
|
|
482,791
|
|
|
480,136
|
|
New issuances
|
|
|
|
|
|
|||
Employee benefits and compensation plans
|
4,176
|
|
|
2,917
|
|
|
2,655
|
|
Total issued at December 31,
|
489,884
|
|
|
485,708
|
|
|
482,791
|
|
Treasury balance at January 1,
|
(18,707
|
)
|
|
(811
|
)
|
|
(41
|
)
|
Repurchase of common stock (b) (c)
|
(34,122
|
)
|
|
(17,897
|
)
|
|
(769
|
)
|
Total treasury stock at December 31,
|
(52,830
|
)
|
|
(18,707
|
)
|
|
(811
|
)
|
Total outstanding at December 31,
|
437,054
|
|
|
467,000
|
|
|
481,980
|
|
(a)
|
Figures in the table may not recalculate exactly due to rounding. Number of shares issued, in treasury, and outstanding are calculated based on unrounded numbers.
|
(b)
|
Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
|
(c)
|
On July 19, 2016, we announced a common stock repurchase program of up to
$700 million
. The program commenced in the third quarter of 2016 and expired on June 30, 2017. On June 28, 2017, we announced a common stock repurchase program of up to
$760 million
. The program commenced in the third quarter of 2017 and will expire on June 30, 2018.
|
($ 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
|
||||||||||
Balance at January 1, 2015
|
$
|
(21
|
)
|
|
$
|
36
|
|
|
$
|
7
|
|
|
$
|
(88
|
)
|
|
$
|
(66
|
)
|
2015 net change
|
(138
|
)
|
|
(27
|
)
|
|
1
|
|
|
(1
|
)
|
|
(165
|
)
|
|||||
Balance at December 31, 2015
|
$
|
(159
|
)
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
(89
|
)
|
|
$
|
(231
|
)
|
2016 net change
|
(114
|
)
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
(110
|
)
|
|||||
Balance at December 31, 2016
|
$
|
(273
|
)
|
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
(90
|
)
|
|
$
|
(341
|
)
|
2017 net change
|
100
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
106
|
|
|||||
Balance at December 31, 2017
|
$
|
(173
|
)
|
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
(89
|
)
|
|
$
|
(235
|
)
|
(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 22
.
|
Year ended December 31, 2017
($ in millions)
|
Before tax
|
|
Tax effect
|
|
After tax
|
||||||
Investment securities
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
$
|
237
|
|
|
$
|
(45
|
)
|
|
$
|
192
|
|
Less: Net realized gains reclassified to income from continuing operations
|
105
|
|
(a)
|
(13
|
)
|
(b)
|
92
|
|
|||
Net change
|
132
|
|
|
(32
|
)
|
|
100
|
|
|||
Translation adjustments
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
12
|
|
|
(4
|
)
|
|
8
|
|
|||
Net investment hedges (c)
|
|
|
|
|
|
||||||
Net unrealized losses arising during the period
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|||
Cash flow hedges (c)
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
5
|
|
|
(2
|
)
|
|
3
|
|
|||
Defined benefit pension plans
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other comprehensive income
|
$
|
140
|
|
|
$
|
(34
|
)
|
|
$
|
106
|
|
(a)
|
Includes gains reclassified to other gain on investments, net in our
Consolidated Statement of Income
.
|
(b)
|
Includes amounts reclassified to income tax expense from continuing operations in our
Consolidated Statement of Income
.
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
Year ended December 31, 2016
($ in millions)
|
Before tax
|
|
Tax effect
|
|
After tax
|
||||||
Investment securities
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
$
|
13
|
|
|
$
|
20
|
|
|
$
|
33
|
|
Less: Net realized gains reclassified to income from continuing operations
|
185
|
|
(a)
|
(38
|
)
|
(b)
|
147
|
|
|||
Net change
|
(172
|
)
|
|
58
|
|
|
(114
|
)
|
|||
Translation adjustments
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
5
|
|
|
(2
|
)
|
|
3
|
|
|||
Less: Net realized losses reclassified to income from discontinued operations, net of tax
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net change
|
6
|
|
|
(2
|
)
|
|
4
|
|
|||
Net investment hedges (c)
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
1
|
|
|
—
|
|
|
1
|
|
|||
Defined benefit pension plans
|
|
|
|
|
|
||||||
Net unrealized losses arising during the period
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
|||
Less: Net realized losses reclassified to income from continuing operations
|
(4
|
)
|
(d)
|
2
|
|
(b)
|
(2
|
)
|
|||
Net change
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other comprehensive loss
|
$
|
(166
|
)
|
|
$
|
56
|
|
|
$
|
(110
|
)
|
(a)
|
Includes gains reclassified to other gain on investments, net in our
Consolidated Statement of Income
.
|
(b)
|
Includes amounts reclassified to income tax expense from continuing operations in our
Consolidated Statement of Income
.
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
(d)
|
Includes gains reclassified to compensation and benefits expense in our
Consolidated Statement of Income
.
|
Year ended December 31, 2015
($ in millions)
|
Before tax
|
|
Tax effect
|
|
After tax
|
||||||
Investment securities
|
|
|
|
|
|
||||||
Net unrealized losses arising during the period
|
$
|
(65
|
)
|
|
$
|
26
|
|
|
$
|
(39
|
)
|
Less: Net realized gains reclassified to income from continuing operations
|
155
|
|
(a)
|
(56
|
)
|
(b)
|
99
|
|
|||
Net change
|
(220
|
)
|
|
82
|
|
|
(138
|
)
|
|||
Translation adjustments
|
|
|
|
|
|
||||||
Net unrealized losses arising during the period
|
(39
|
)
|
|
13
|
|
|
(26
|
)
|
|||
Less: Net realized gains reclassified to income from discontinued operations, net of tax
|
42
|
|
|
(20
|
)
|
|
22
|
|
|||
Net change
|
(81
|
)
|
|
33
|
|
|
(48
|
)
|
|||
Net investment hedges (c)
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
29
|
|
|
(11
|
)
|
|
18
|
|
|||
Less: Net realized losses reclassified to income from discontinued operations, net of tax
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Net change
|
33
|
|
|
(12
|
)
|
|
21
|
|
|||
Cash flow hedges (c)
|
|
|
|
|
|
||||||
Net unrealized gains arising during the period
|
2
|
|
|
(1
|
)
|
|
1
|
|
|||
Defined benefit pension plans
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less: Net realized gains reclassified to income from continuing operations
|
1
|
|
(d)
|
—
|
|
(b)
|
1
|
|
|||
Net change
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other comprehensive loss
|
$
|
(267
|
)
|
|
$
|
102
|
|
|
$
|
(165
|
)
|
(a)
|
Includes gains reclassified to other gain on investments, net in our
Consolidated Statement of Income
.
|
(b)
|
Includes amounts reclassified to income tax expense from continuing operations in our
Consolidated Statement of Income
.
|
(c)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
(d)
|
Includes gains reclassified to compensation and benefits expense in our
Consolidated Statement of Income
.
|
Year ended December 31,
($ in millions, except per share data; shares in thousands)
(a)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income from continuing operations
|
|
$
|
926
|
|
|
$
|
1,111
|
|
|
$
|
897
|
|
Preferred stock dividends (b)
|
|
—
|
|
|
(30
|
)
|
|
(2,571
|
)
|
|||
Net income (loss) from continuing operations attributable to common stockholders
|
|
926
|
|
|
1,081
|
|
|
(1,674
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
3
|
|
|
(44
|
)
|
|
392
|
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
929
|
|
|
$
|
1,037
|
|
|
$
|
(1,282
|
)
|
Basic weighted-average common shares outstanding (c)
|
|
453,704
|
|
|
481,105
|
|
|
482,873
|
|
|||
Diluted weighted-average common shares outstanding (c) (d)
|
|
455,350
|
|
|
482,182
|
|
|
482,873
|
|
|||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
2.04
|
|
|
$
|
2.25
|
|
|
$
|
(3.47
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
0.01
|
|
|
(0.09
|
)
|
|
0.81
|
|
|||
Net income (loss)
|
|
$
|
2.05
|
|
|
$
|
2.15
|
|
|
$
|
(2.66
|
)
|
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
2.03
|
|
|
$
|
2.24
|
|
|
$
|
(3.47
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
0.01
|
|
|
(0.09
|
)
|
|
0.81
|
|
|||
Net income (loss)
|
|
$
|
2.04
|
|
|
$
|
2.15
|
|
|
$
|
(2.66
|
)
|
(a)
|
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
|
(b)
|
Preferred stock dividends for the year ended December 31, 2015, include
$2,364 million
recognized in connection with the partial redemption of the Series G Preferred Stock and the repurchase of the Series A Preferred Stock. These dividends represent an additional return to preferred stockholders calculated as the excess consideration paid over the carrying amount derecognized.
|
(c)
|
Includes shares related to share-based compensation that vested but were not yet issued for the
years ended
December 31, 2017
,
2016
, and
2015
.
|
(d)
|
Due to the antidilutive effect of the net loss from continuing operations attributable to common stockholders for the year ended
December 31, 2015
, basic weighted-average common shares outstanding was used to calculate basic and diluted earnings per share.
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Required minimum (a)
|
|
Well-capitalized minimum
|
||||||||||||
(
$ in millions
)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||||||||||
Capital ratios
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Equity Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ally Financial Inc.
|
$
|
13,237
|
|
|
9.53
|
%
|
|
$
|
12,978
|
|
|
9.37
|
%
|
|
4.50
|
%
|
|
(b)
|
|
Ally Bank
|
17,059
|
|
|
15.04
|
|
|
17,888
|
|
|
16.70
|
|
|
4.50
|
|
|
6.50
|
%
|
||
Tier 1 (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ally Financial Inc.
|
$
|
15,628
|
|
|
11.25
|
%
|
|
$
|
15,147
|
|
|
10.93
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
Ally Bank
|
17,059
|
|
|
15.04
|
|
|
17,888
|
|
|
16.70
|
|
|
6.00
|
|
|
8.00
|
|
||
Total (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ally Financial Inc.
|
$
|
17,974
|
|
|
12.94
|
%
|
|
$
|
17,419
|
|
|
12.57
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Ally Bank
|
17,886
|
|
|
15.77
|
|
|
18,458
|
|
|
17.24
|
|
|
8.00
|
|
|
10.00
|
|
||
Tier 1 leverage (to adjusted quarterly average assets) (c)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ally Financial Inc.
|
$
|
15,628
|
|
|
9.53
|
%
|
|
$
|
15,147
|
|
|
9.54
|
%
|
|
4.00
|
%
|
|
(b)
|
|
Ally Bank
|
17,059
|
|
|
12.87
|
|
|
17,888
|
|
|
15.21
|
|
|
4.00
|
|
(d)
|
5.00
|
%
|
(a)
|
In addition to the minimum risk-based capital requirements for 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
1.25%
and
0.625%
at December 31, 2017, and December 31, 2016, respectively, which ultimately increases to
2.5%
on January 1, 2019.
|
(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.
|
(d)
|
On August 22, 2017, banking agencies lifted the capital, liquidity, and business plan commitments that Ally Bank had made in connection with its application for membership in the Federal Reserve System, including the commitment to maintain a Tier 1 leverage ratio of at least
15%
. Ally Bank now manages its capital and liquidity subject to applicable regulatory requirements.
|
(a)
|
Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
|
(b)
|
On
January 10, 2018
, the Board declared a quarterly cash dividend payment of
$0.13
per share on all common stock, a
$0.01
per share increase relative to our prior quarterly cash dividend. Refer to
Note 32
for further information regarding this common stock dividend.
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Derivative contracts in a
|
|
Notional amount
|
|
Derivative contracts in a
|
|
Notional amount
|
||||||||||||||||
December 31,
($ in millions)
|
|
receivable position (a)
|
|
payable position (b)
|
|
receivable position (a)
|
|
payable position (b)
|
|
|||||||||||||||
Derivatives designated as accounting hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Swaps
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,915
|
|
|
$
|
19
|
|
|
$
|
21
|
|
|
$
|
4,731
|
|
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forwards
|
|
—
|
|
|
1
|
|
|
136
|
|
|
1
|
|
|
—
|
|
|
171
|
|
||||||
Total derivatives designated as accounting hedges
|
|
—
|
|
|
1
|
|
|
7,051
|
|
|
20
|
|
|
21
|
|
|
4,902
|
|
||||||
Derivatives not designated as accounting hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||||
Futures and forwards
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Written options
|
|
1
|
|
|
39
|
|
|
8,327
|
|
|
—
|
|
|
73
|
|
|
14,518
|
|
||||||
Purchased options
|
|
38
|
|
|
—
|
|
|
8,237
|
|
|
73
|
|
|
—
|
|
|
14,517
|
|
||||||
Total interest rate risk
|
|
39
|
|
|
39
|
|
|
16,587
|
|
|
73
|
|
|
73
|
|
|
29,172
|
|
||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Futures and forwards
|
|
—
|
|
|
1
|
|
|
124
|
|
|
1
|
|
|
—
|
|
|
92
|
|
||||||
Total foreign exchange risk
|
|
—
|
|
|
1
|
|
|
124
|
|
|
1
|
|
|
—
|
|
|
92
|
|
||||||
Equity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Written options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Purchased options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total equity risk
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Total derivatives not designated as accounting hedges
|
|
39
|
|
|
40
|
|
|
16,711
|
|
|
75
|
|
|
74
|
|
|
29,264
|
|
||||||
Total derivatives
|
|
$
|
39
|
|
|
$
|
41
|
|
|
$
|
23,762
|
|
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
34,166
|
|
(a)
|
Derivative contracts in a receivable position are classified as other assets on the
Consolidated Balance Sheet
, and include accrued interest of
$0 million
and
$7 million
at
December 31, 2017
, and
December 31, 2016
, respectively.
|
(b)
|
Derivative contracts in a liability position are classified as accrued expenses and other liabilities on the
Consolidated Balance Sheet
, and include accrued interest of
$0 million
and
$1 million
at
December 31, 2017
, and
December 31, 2016
, respectively.
|
Year ended December 31,
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives qualifying for hedge accounting
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in earnings on derivatives
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
|
|
|
|
|
||||||
Interest and fees on finance receivables and loans (a)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
(9
|
)
|
Interest and dividends on investment securities
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Interest on long-term debt (b)
|
|
(25
|
)
|
|
65
|
|
|
35
|
|
|||
(Loss) gain recognized in earnings on hedged items
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
|
|
|
|
|
||||||
Interest and fees on finance receivables and loans (c)
|
|
(3
|
)
|
|
—
|
|
|
39
|
|
|||
Interest and dividends on investment securities
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Interest on long-term debt (d)
|
|
30
|
|
|
(70
|
)
|
|
(30
|
)
|
|||
Total derivatives qualifying for hedge accounting
|
|
3
|
|
|
(7
|
)
|
|
35
|
|
|||
Derivatives not designated as accounting hedges
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in earnings on derivatives
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
|
|
|
|
|
||||||
Gain on mortgage and automotive loans, net
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|||
Other income, net of losses
|
|
(3
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Total interest rate contracts
|
|
(2
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Foreign exchange contracts (e)
|
|
|
|
|
|
|
||||||
Interest on long-term debt
|
|
—
|
|
|
(2
|
)
|
|
(139
|
)
|
|||
Other income, net of losses
|
|
(7
|
)
|
|
1
|
|
|
12
|
|
|||
Total foreign exchange contracts
|
|
(7
|
)
|
|
(1
|
)
|
|
(127
|
)
|
|||
Equity contracts
|
|
|
|
|
|
|
||||||
Compensation and benefits expense
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Total equity contracts
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Loss recognized in earnings on derivatives
|
|
$
|
(6
|
)
|
|
$
|
(8
|
)
|
|
$
|
(121
|
)
|
(a)
|
Amounts exclude losses related to interest for qualifying accounting hedges of retail automotive loans held-for-investment, which are primarily offset by the fixed coupon payments of the loans. The losses were
$1 million
,
$18 million
, and
$64 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
(b)
|
Amounts exclude gains related to interest for qualifying accounting hedges of unsecured debt, which are primarily offset by the fixed coupon payment on the long-term debt. The gains were
$24 million
,
$40 million
, and
$97 million
for the
years ended
December 31, 2017
, 2016, and 2015, respectively. Amounts also exclude gains related to interest for qualifying accounting hedges of secured debt (FHLB advances), which are primarily offset by the fixed coupon payment on the long-term debt. The gains were
$3 million
,
$5 million
, and
$1 million
for the
years ended
December 31, 2017
, 2016, and 2015, respectively.
|
(c)
|
Amounts exclude losses related to amortization of deferred loan basis adjustments on the de-designated hedged item of
$21 million
,
$20 million
, and
$8 million
for the
years ended
December 31, 2017
,
2016
, and 2015, respectively.
|
(d)
|
Amounts exclude gains related to amortization of deferred debt basis adjustments on the de-designated hedged item of
$77 million
,
$84 million
, and
$73 million
for the
years ended
December 31, 2017
,
2016
, and 2015, respectively. Amounts also exclude losses related to amortization of deferred debt basis adjustments (FHLB advances) on the de-designated hedge item of
$2 million
for the year ended
December 31, 2017
.
|
(e)
|
Amounts exclude gains and losses related to the revaluation of the related foreign-denominated debt or receivable. Gains of
$9 million
,
$0 million
, and
$132 million
were recognized for the
years ended
December 31, 2017
,
2016
, and 2015, respectively.
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow hedges
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
|
|
|
|
||||||
Gain recognized in other comprehensive loss
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Net investment hedges
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
|
|
|
|
||||||
Loss reclassified from accumulated other comprehensive loss to income from discontinued operations, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
(Loss) gain recognized in other comprehensive loss (a)
|
$
|
(10
|
)
|
|
$
|
1
|
|
|
$
|
33
|
|
(a)
|
The amounts represent the effective portion of net investment hedges. There are offsetting amounts recognized in accumulated other comprehensive loss related to the revaluation of the related net investment in foreign operations, including the tax impacts of the hedge and related net investment, as disclosed separately in
Note 19
. There were gains of
$12 million
and
$4 million
for the years ended
December 31, 2017
, and
2016
, respectively, and losses of
$59 million
for the year ended December 31, 2015.
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax (benefit) expense
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
6
|
|
|
8
|
|
|
6
|
|
|||
State and local
|
53
|
|
|
9
|
|
|
3
|
|
|||
Total current expense
|
42
|
|
|
17
|
|
|
9
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
566
|
|
|
423
|
|
|
454
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
1
|
|
|||
State and local
|
(27
|
)
|
|
30
|
|
|
32
|
|
|||
Total deferred expense
|
539
|
|
|
453
|
|
|
487
|
|
|||
Total income tax expense from continuing operations
|
$
|
581
|
|
|
$
|
470
|
|
|
$
|
496
|
|
Year ended December 31,
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory U.S. federal tax expense
|
$
|
527
|
|
|
$
|
553
|
|
|
$
|
488
|
|
Change in tax resulting from
|
|
|
|
|
|
|
|||||
Valuation allowance change, excluding expirations
|
(49
|
)
|
|
51
|
|
|
(25
|
)
|
|||
Tax credits, excluding expirations
|
(12
|
)
|
|
(15
|
)
|
|
(13
|
)
|
|||
State and local income taxes, net of federal income tax benefit (a)
|
7
|
|
|
35
|
|
|
38
|
|
|||
Nondeductible expenses
|
4
|
|
|
7
|
|
|
14
|
|
|||
Changes in unrecognized tax expenses (benefits) (b)
|
1
|
|
|
(161
|
)
|
|
(5
|
)
|
|||
Other, net
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total income tax expense from continuing operations exclusive of tax reform impacts
|
462
|
|
|
470
|
|
|
496
|
|
|||
Tax law enactment
|
119
|
|
|
—
|
|
|
—
|
|
|||
Total income tax expense from continuing operations inclusive of tax reform impacts
|
$
|
581
|
|
|
$
|
470
|
|
|
$
|
496
|
|
(a)
|
Amount for 2017 includes state deferred tax adjustments primarily offset in the valuation allowance change caption.
|
(b)
|
Amount for 2016 is primarily the result of a U.S. tax reserve release in the second quarter of 2016 related to a prior-year federal return.
|
December 31,
($ in millions)
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Tax credit carryforwards
|
$
|
2,002
|
|
|
$
|
1,987
|
|
Adjustments to loan value
|
450
|
|
|
546
|
|
||
Tax loss carryforwards
|
302
|
|
|
936
|
|
||
State and local taxes
|
200
|
|
|
162
|
|
||
Unearned insurance premiums
|
85
|
|
|
141
|
|
||
Hedging transactions
|
49
|
|
|
123
|
|
||
Other
|
108
|
|
|
208
|
|
||
Gross deferred tax assets
|
3,196
|
|
|
4,103
|
|
||
Valuation allowance
|
(1,123
|
)
|
|
(646
|
)
|
||
Deferred tax assets, net of valuation allowance
|
2,073
|
|
|
3,457
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Lease transactions
|
1,212
|
|
|
1,789
|
|
||
Deferred acquisition costs
|
269
|
|
|
424
|
|
||
Debt transactions
|
95
|
|
|
161
|
|
||
Other
|
44
|
|
|
107
|
|
||
Gross deferred tax liabilities
|
1,620
|
|
|
2,481
|
|
||
Net deferred tax assets (a) (b)
|
$
|
453
|
|
|
$
|
976
|
|
(a)
|
Amounts include
$461 million
and
$994 million
of net deferred tax assets included in other assets on our Consolidated Balance Sheet for tax jurisdictions in a total net deferred tax asset position and
$8 million
and
$18 million
included in accrued expenses and other liabilities on our Consolidated Balance Sheet for tax jurisdictions in a total net deferred tax liability position at
December 31, 2017
, and
2016
, respectively.
|
(b)
|
Amount for 2017 decreased
$128 million
due to the Tax Act, which is composed of adjustments to our deferred tax assets and liabilities of
$421 million
and an increase in the valuation allowance of
$549 million
primarily attributable to foreign tax credit carryforwards. The additional decrease of
$395 million
primarily resulted from the monetization of deferred tax assets against taxes generated from pretax earnings for the year, offset by deferred tax asset builds stemming from tax credit generation, including low income housing tax credits.
|
($ in millions)
|
|
Deferred tax asset (liability)
|
|
Valuation allowance
|
|
Net deferred tax asset (liability)
|
|
Years of expiration
|
||||||
Tax credit carryforwards
|
|
|
|
|
|
|
|
|
||||||
Foreign tax credits
|
|
$
|
1,772
|
|
|
$
|
(983
|
)
|
|
$
|
789
|
|
|
2018–2027
|
General business credits
|
|
213
|
|
|
—
|
|
|
213
|
|
|
2031–2037
|
|||
Alternative minimum tax (AMT) credits
|
|
17
|
|
|
—
|
|
|
17
|
|
|
n/a
|
|||
Total tax credit carryforwards
|
|
2,002
|
|
|
(983
|
)
|
|
1,019
|
|
|
|
|||
Tax loss carryforwards
|
|
|
|
|
|
|
|
|
||||||
Net operating losses — federal
|
|
302
|
|
|
—
|
|
|
302
|
|
|
2027–2036
|
|||
Net operating losses — state
|
|
253
|
|
(a)
|
(135
|
)
|
|
118
|
|
|
2018–2037
|
|||
Capital losses — state
|
|
2
|
|
(a)
|
(2
|
)
|
|
—
|
|
|
2018–2027
|
|||
Total tax loss carryforwards
|
|
557
|
|
|
(137
|
)
|
|
420
|
|
|
|
|||
Other net deferred tax liabilities (b)
|
|
(983
|
)
|
|
(3
|
)
|
|
(986
|
)
|
|
n/a
|
|||
Net deferred tax assets
|
|
$
|
1,576
|
|
|
$
|
(1,123
|
)
|
(c)
|
$
|
453
|
|
|
|
(a)
|
State net operating loss and capital loss carryforwards are included in the state and local taxes and other liabilities totals disclosed in our deferred inventory table above.
|
(b)
|
Other net deferred tax liabilities are composed of other liabilities and assets. A portion of these assets are subject to a valuation allowance.
|
(c)
|
Includes the valuation allowance impact of the Tax Act of
$549 million
primarily related to foreign tax credit carryforwards. This valuation allowance impact of the Tax Act is disclosed in the tax law enactment caption in the reconciliation of income tax expense table above.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1,
|
$
|
14
|
|
|
$
|
185
|
|
|
$
|
191
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
3
|
|
|
12
|
|
|
7
|
|
|||
Reductions for tax positions of prior years
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(182
|
)
|
|
(10
|
)
|
|||
Expiration of statute of limitations
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Balance at December 31,
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
185
|
|
(in thousands, except per share data)
|
Number of units
|
|
Weighted-average grant date fair value per share
|
|||
RSUs and PSUs
|
|
|
|
|||
Outstanding non-vested at January 1, 2017
|
5,443
|
|
|
$
|
19.00
|
|
Granted
|
3,280
|
|
|
21.30
|
|
|
Vested
|
(3,043
|
)
|
|
19.84
|
|
|
Forfeited
|
(88
|
)
|
|
19.39
|
|
|
Outstanding non-vested at December 31, 2017
|
5,592
|
|
|
19.89
|
|
Level 1
|
Inputs are quoted prices in active markets for identical assets or liabilities at the measurement date. Additionally, the entity must have the ability to access the active market, and the quoted prices cannot be adjusted by the entity.
|
Level 2
|
Inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full term of the assets or liabilities.
|
Level 3
|
Unobservable inputs are supported by little or no market activity. The unobservable inputs represent management’s best assumptions of how market participants would price the assets or liabilities. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.
|
Transfers
|
Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfer occurred.
|
•
|
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.
|
|
|
Recurring fair value measurements
|
||||||||||||||
December 31, 2017
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
|
$
|
1,777
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,777
|
|
U.S. States and political subdivisions
|
|
—
|
|
|
854
|
|
|
—
|
|
|
854
|
|
||||
Foreign government
|
|
8
|
|
|
146
|
|
|
—
|
|
|
154
|
|
||||
Agency mortgage-backed residential
|
|
—
|
|
|
14,291
|
|
|
—
|
|
|
14,291
|
|
||||
Mortgage-backed residential
|
|
—
|
|
|
2,494
|
|
|
—
|
|
|
2,494
|
|
||||
Mortgage-backed commercial
|
|
—
|
|
|
541
|
|
|
—
|
|
|
541
|
|
||||
Asset-backed
|
|
—
|
|
|
936
|
|
|
—
|
|
|
936
|
|
||||
Corporate debt
|
|
—
|
|
|
1,256
|
|
|
—
|
|
|
1,256
|
|
||||
Total debt securities
|
|
1,785
|
|
|
20,518
|
|
|
—
|
|
|
22,303
|
|
||||
Equity securities (a)
|
|
518
|
|
|
—
|
|
|
—
|
|
|
518
|
|
||||
Total available-for-sale securities
|
|
2,303
|
|
|
20,518
|
|
|
—
|
|
|
22,821
|
|
||||
Mortgage loans held-for-sale (b)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Interests retained in financial asset sales
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Derivative contracts in a receivable position
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
38
|
|
|
1
|
|
|
39
|
|
||||
Total derivative contracts in a receivable position
|
|
—
|
|
|
38
|
|
|
1
|
|
|
39
|
|
||||
Total assets
|
|
$
|
2,303
|
|
|
$
|
20,556
|
|
|
$
|
19
|
|
|
$
|
22,878
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative contracts in a payable position
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
Foreign currency
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Total derivative contracts in a payable position
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
(a)
|
Our investment in any one industry did not exceed
14%
.
|
(b)
|
Carried at fair value due to fair value option elections.
|
|
|
Recurring fair value measurements
|
||||||||||||||
December 31, 2016
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
|
$
|
1,620
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,620
|
|
U.S. States and political subdivisions
|
|
—
|
|
|
782
|
|
|
—
|
|
|
782
|
|
||||
Foreign government
|
|
11
|
|
|
151
|
|
|
—
|
|
|
162
|
|
||||
Agency mortgage-backed residential
|
|
—
|
|
|
10,290
|
|
|
—
|
|
|
10,290
|
|
||||
Mortgage-backed residential
|
|
—
|
|
|
2,097
|
|
|
—
|
|
|
2,097
|
|
||||
Mortgage-backed commercial
|
|
—
|
|
|
537
|
|
|
—
|
|
|
537
|
|
||||
Asset-backed
|
|
—
|
|
|
1,400
|
|
|
—
|
|
|
1,400
|
|
||||
Corporate debt
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
||||
Total debt securities
|
|
1,631
|
|
|
16,700
|
|
|
—
|
|
|
18,331
|
|
||||
Equity securities (a)
|
|
595
|
|
|
—
|
|
|
—
|
|
|
595
|
|
||||
Total available-for-sale securities
|
|
2,226
|
|
|
16,700
|
|
|
—
|
|
|
18,926
|
|
||||
Other assets
|
|
|
|
|
|
|
|
|
||||||||
Interests retained in financial asset sales
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||
Derivative contracts in a receivable position
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||
Foreign currency
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Other
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total derivative contracts in a receivable position
|
|
1
|
|
|
94
|
|
|
—
|
|
|
95
|
|
||||
Total assets
|
|
$
|
2,227
|
|
|
$
|
16,794
|
|
|
$
|
29
|
|
|
$
|
19,050
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative contracts in a payable position
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
$
|
—
|
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
(94
|
)
|
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Total derivative contracts in a payable position
|
|
(1
|
)
|
|
(94
|
)
|
|
—
|
|
|
(95
|
)
|
||||
Total liabilities
|
|
$
|
(1
|
)
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
(95
|
)
|
(a)
|
Our investment in any one industry did not exceed
14%
.
|
|
Level 3 recurring fair value measurements
|
|||||||||||||||||||||||||||
|
|
Net realized/unrealized gains
|
|
|
|
|
Fair value at December 31, 2017
|
Net unrealized gains included in earnings still held at December 31, 2017
|
||||||||||||||||||||
($ in millions)
|
Fair value at Jan. 1, 2017
|
included in earnings
|
|
included in OCI
|
Purchases
|
Sales
|
Issuances
|
Settlements
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Mortgage loans held-for-sale (a)
|
$
|
—
|
|
$
|
2
|
|
(b)
|
$
|
—
|
|
$
|
137
|
|
$
|
(126
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
13
|
|
$
|
—
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interests retained in financial asset sales
|
29
|
|
1
|
|
(c)
|
—
|
|
—
|
|
8
|
|
—
|
|
(33
|
)
|
5
|
|
—
|
|
|||||||||
Derivative assets
|
—
|
|
1
|
|
(b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|||||||||
Total assets
|
$
|
29
|
|
$
|
4
|
|
|
$
|
—
|
|
$
|
137
|
|
$
|
(118
|
)
|
$
|
—
|
|
$
|
(33
|
)
|
$
|
19
|
|
$
|
1
|
|
(a)
|
Carried at fair value due to fair value option elections.
|
(b)
|
Reported as gain on mortgage and automotive loans, net, in the
Consolidated Statement of Income
|
(c)
|
Reported as other income, net of losses, in the
Consolidated Statement of Income
.
|
|
Level 3 recurring fair value measurements
|
|||||||||||||||||||||||||||
|
Fair value at Jan. 1, 2016
|
Net realized/unrealized gains
|
Purchases
|
Sales
|
Issuances
|
Settlements
|
Fair value at December 31, 2016
|
Net unrealized gains included in earnings still held at December 31, 2016
|
||||||||||||||||||||
($ in millions)
|
included in earnings
|
|
included in OCI
|
|||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interests retained in financial asset sales
|
$
|
40
|
|
$
|
4
|
|
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
9
|
|
$
|
—
|
|
$
|
(24
|
)
|
$
|
29
|
|
$
|
—
|
|
Total assets
|
$
|
40
|
|
$
|
4
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9
|
|
$
|
—
|
|
$
|
(24
|
)
|
$
|
29
|
|
$
|
—
|
|
(a)
|
Reported as other income, net of losses, in the
Consolidated Statement of Income
.
|
|
|
Nonrecurring fair value measurements
|
|
Lower-of-cost or fair value or valuation reserve allowance
|
|
Total gain (loss) included in earnings for the year ended
|
|
||||||||||||||||
December 31, 2017
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held-for-sale, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
n/m
|
(a)
|
Commercial finance receivables and loans, net (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
|
(3
|
)
|
|
n/m
|
(a)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|
(12
|
)
|
|
n/m
|
(a)
|
|||||
Total commercial finance receivables and loans, net
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
(15
|
)
|
|
n/m
|
(a)
|
|||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repossessed and foreclosed assets (c)
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
(1
|
)
|
|
n/m
|
(a)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
n/m
|
(a)
|
|||||
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
136
|
|
|
$
|
(16
|
)
|
|
n/m
|
|
(a)
|
We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
|
(b)
|
Represents the portion of the portfolio specifically impaired during 2017. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.
|
(c)
|
The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.
|
|
|
Nonrecurring fair value measurements
|
|
Lower-of-cost or fair value or valuation reserve allowance
|
|
Total gain included in earnings for the year ended
|
|
||||||||||||||||
December 31, 2016
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial finance receivables and loans, net (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automotive
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
(4
|
)
|
|
n/m
|
(b)
|
Other
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
|
(19
|
)
|
|
n/m
|
(b)
|
|||||
Total commercial finance receivables and loans, net
|
|
—
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|
(23
|
)
|
|
n/m
|
(b)
|
|||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repossessed and foreclosed assets (c)
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
(4
|
)
|
|
n/m
|
(b)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
n/m
|
(b)
|
|||||
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
108
|
|
|
$
|
(27
|
)
|
|
n/m
|
|
(a)
|
Represents the portion of the portfolio specifically impaired during
2016
. The related valuation allowance represents the cumulative adjustment to fair value of those specific receivables.
|
(b)
|
We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
|
(c)
|
The allowance provided for repossessed and foreclosed assets represents any cumulative valuation adjustment recognized to adjust the assets to fair value.
|
|
|
|
Estimated fair value
|
||||||||||||||||
($ in millions)
|
Carrying value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities
|
$
|
1,899
|
|
|
$
|
—
|
|
|
$
|
1,865
|
|
|
$
|
—
|
|
|
$
|
1,865
|
|
Loans held-for-sale, net
|
95
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
95
|
|
|||||
Finance receivables and loans, net
|
121,617
|
|
|
—
|
|
|
—
|
|
|
123,302
|
|
|
123,302
|
|
|||||
Nonmarketable equity investments
|
1,233
|
|
|
—
|
|
|
1,190
|
|
|
49
|
|
|
1,239
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities
|
$
|
93,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,029
|
|
|
$
|
91,029
|
|
Short-term borrowings
|
11,413
|
|
|
—
|
|
|
—
|
|
|
11,417
|
|
|
11,417
|
|
|||||
Long-term debt
|
44,226
|
|
|
—
|
|
|
27,807
|
|
|
18,817
|
|
|
46,624
|
|
|||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
789
|
|
|
$
|
—
|
|
|
$
|
789
|
|
Finance receivables and loans, net
|
117,800
|
|
|
—
|
|
|
—
|
|
|
118,750
|
|
|
118,750
|
|
|||||
Nonmarketable equity investments
|
1,046
|
|
|
—
|
|
|
1,012
|
|
|
55
|
|
|
1,067
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities
|
$
|
79,022
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78,469
|
|
|
$
|
78,469
|
|
Short-term borrowings
|
12,673
|
|
|
—
|
|
|
—
|
|
|
12,675
|
|
|
12,675
|
|
|||||
Long-term debt
|
54,128
|
|
|
—
|
|
|
22,036
|
|
|
34,084
|
|
|
56,120
|
|
•
|
Cash and cash equivalents
— Included in cash and cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value due to interest rate, quoted price, or penalty on withdrawal. Classified as Level 1 under the fair value hierarchy, cash and cash equivalents generally expose us to limited credit risk and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates. Accordingly, the carrying value approximates the fair value of these instruments.
|
•
|
Held-to-maturity securities
— Held-to-maturity securities, which consist of asset-backed retained notes and residential mortgage-backed debt securities issued by government agencies, are carried at amortized cost. For fair value disclosure purposes, held-to-maturity securities are classified as Level 2, with fair value based on observable market prices, when available.
|
•
|
Finance receivables and loans, net
— With the exception of mortgage loans held-for-investment, the fair value of finance receivables and loans was based on discounted future cash flows using applicable spreads to approximate current rates applicable to each category of finance receivables and loans (an income approach using Level 3 inputs). The carrying value of commercial receivables in certain markets and certain automotive and other receivables for which interest rates reset on a short-term basis with applicable market indices are assumed to approximate fair value either because of the short-term nature or because of the interest rate adjustment feature. The fair value of commercial receivables in other markets was based on discounted future cash flows using applicable spreads to approximate current rates applicable to similar assets in those markets.
|
•
|
Nonmarketable equity investments
— Nonmarketable equity investments primarily include investments in FHLB and FRB stock and other equity investments carried at cost. As a member of the FHLB and FRB, Ally Bank is required to hold FHLB and FRB stock. The stock can be sold only to the FHLB and FRB upon termination of membership, or redeemed at the sole discretion of the FHLB and FRB, respectively. The fair value of FHLB and FRB stock is equal to the stock’s par value since the stock is bought, sold, and/or redeemed at par. FHLB and FRB stock is carried at cost, which generally represents the stock’s par value.
|
•
|
Deposit liabilities
— Deposit liabilities represent certain consumer and brokered bank deposits, mortgage escrow deposits, and dealer deposits. The fair value of deposits at Level 3 was estimated by discounting projected cash flows based on discount factors derived from the forward interest rate swap curve.
|
•
|
Short-term borrowings and Long-term debt
— Level 2 debt was valued using quoted market prices for similar instruments, when available, or other means for substantiation with observable inputs. Debt valued by discounting projected cash flows using internally derived inputs, such as prepayment speeds and discount rates, was classified as Level 3. For our credit facilities, which are floating rate in nature and where pricing occurs on a more frequent basis, the carrying amount or par value is considered to be a reasonable estimate of fair value. Based on the availability of observable inputs from an independent pricing service, as of June 30, 2017, we began using quoted market prices of similar instruments for certain of our long-term debt associated with asset-backed securitizations. Following the change in valuation technique, the corresponding financial instruments were transferred from Level 3 to Level 2 within the fair value hierarchy.
|
•
|
Financial instruments for which carrying value approximates fair value
— Certain financial instruments that are not carried at fair value on the consolidated balance sheet are carried at amounts that approximate fair value primarily due to their short-term nature and limited credit risk. These instruments include restricted cash, cash collateral, accrued interest receivable, accrued interest payable, trade receivables and payables, and other short-term receivables and payables.
|
|
|
Gross amounts of recognized assets/(liabilities)
|
|
Gross amounts offset on the Consolidated Balance Sheet
|
|
Net amounts of assets/(liabilities) presented on the Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
Gross amounts not offset on the Consolidated Balance Sheet
|
|
|
|||||||||||||||||
December 31, 2017
($ in millions)
|
|
|
|
|
Financial instruments
|
|
Collateral (a) (b) (c)
|
|
Net amount
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets in net asset positions
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Derivative assets with no offsetting arrangements
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Total assets (d)
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities in net liability positions (d)
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(40
|
)
|
Securities sold under agreements to repurchase (e)
|
|
(892
|
)
|
|
—
|
|
|
(892
|
)
|
|
—
|
|
|
892
|
|
|
—
|
|
||||||
Total liabilities
|
|
$
|
(933
|
)
|
|
$
|
—
|
|
|
$
|
(933
|
)
|
|
$
|
—
|
|
|
$
|
893
|
|
|
$
|
(40
|
)
|
(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.
$2 million
of noncash derivative collateral pledged to us was excluded at
December 31, 2017
. We do not record such collateral received on our
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
$2 million
at
December 31, 2017
. We have not sold or pledged any of the noncash collateral received under these agreements as of
December 31, 2017
.
|
(d)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
(e)
|
For additional information on securities sold under agreements to repurchase, refer to
Note 16
.
|
|
|
Gross amounts of recognized assets/(liabilities)
|
|
Gross amounts offset on the Consolidated Balance Sheet
|
|
Net amounts of assets/(liabilities) presented on the Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
Gross amounts not offset on the Consolidated Balance Sheet
|
|
|
|||||||||||||||||
December 31, 2016
($ in millions)
|
|
|
|
|
Financial instruments
|
|
Collateral (a) (b) (c)
|
|
Net amount
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets in net asset positions
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
(4
|
)
|
|
$
|
(9
|
)
|
|
$
|
74
|
|
Derivative assets in net liability positions
|
|
8
|
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Total assets (d)
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
(12
|
)
|
|
$
|
(9
|
)
|
|
$
|
74
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities in net liability positions
|
|
$
|
(91
|
)
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
|
$
|
8
|
|
|
$
|
13
|
|
|
$
|
(70
|
)
|
Derivative liabilities in net asset positions
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Total derivative liabilities (d)
|
|
(95
|
)
|
|
—
|
|
|
(95
|
)
|
|
12
|
|
|
13
|
|
|
(70
|
)
|
||||||
Securities sold under agreements to repurchase (e)
|
|
(676
|
)
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
676
|
|
|
—
|
|
||||||
Total liabilities
|
|
$
|
(771
|
)
|
|
$
|
—
|
|
|
$
|
(771
|
)
|
|
$
|
12
|
|
|
$
|
689
|
|
|
$
|
(70
|
)
|
(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.
$6 million
of noncash derivative collateral pledged to us was excluded at December 31, 2016. We do not record such collateral received on our
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
$6 million
at December 31, 2016. We have not sold or pledged any of the noncash collateral received under these agreements as of December 31, 2016.
|
(d)
|
For additional information on derivative instruments and hedging activities, refer to
Note 22
.
|
(e)
|
For additional information on securities sold under agreements to repurchase, refer to
Note 16
.
|
Year ended December 31,
($ in millions)
|
|
Automotive Finance operations
|
|
Insurance operations
|
|
Mortgage Finance operations
|
|
Corporate Finance operations
|
|
Corporate and Other
|
|
Consolidated (a)
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net financing revenue and other interest income
|
|
$
|
3,713
|
|
|
$
|
59
|
|
|
$
|
132
|
|
|
$
|
167
|
|
|
$
|
150
|
|
|
$
|
4,221
|
|
Other revenue
|
|
355
|
|
|
1,059
|
|
|
4
|
|
|
45
|
|
|
81
|
|
|
1,544
|
|
||||||
Total net revenue
|
|
4,068
|
|
|
1,118
|
|
|
136
|
|
|
212
|
|
|
231
|
|
|
5,765
|
|
||||||
Provision for loan losses
|
|
1,134
|
|
|
—
|
|
|
8
|
|
|
22
|
|
|
(16
|
)
|
|
1,148
|
|
||||||
Total noninterest expense
|
|
1,714
|
|
|
950
|
|
|
108
|
|
|
76
|
|
|
262
|
|
|
3,110
|
|
||||||
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,220
|
|
|
$
|
168
|
|
|
$
|
20
|
|
|
$
|
114
|
|
|
$
|
(15
|
)
|
|
$
|
1,507
|
|
Total assets
|
|
$
|
114,089
|
|
|
$
|
7,464
|
|
|
$
|
11,708
|
|
|
$
|
3,979
|
|
|
$
|
29,908
|
|
|
$
|
167,148
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net financing revenue and other interest income (loss)
|
|
$
|
3,665
|
|
|
$
|
61
|
|
|
$
|
97
|
|
|
$
|
121
|
|
|
$
|
(37
|
)
|
|
$
|
3,907
|
|
Other revenue
|
|
306
|
|
|
1,036
|
|
|
—
|
|
|
26
|
|
|
162
|
|
|
1,530
|
|
||||||
Total net revenue
|
|
3,971
|
|
|
1,097
|
|
|
97
|
|
|
147
|
|
|
125
|
|
|
5,437
|
|
||||||
Provision for loan losses
|
|
924
|
|
|
—
|
|
|
(4
|
)
|
|
10
|
|
|
(13
|
)
|
|
917
|
|
||||||
Total noninterest expense
|
|
1,667
|
|
|
940
|
|
|
67
|
|
|
66
|
|
|
199
|
|
|
2,939
|
|
||||||
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,380
|
|
|
$
|
157
|
|
|
$
|
34
|
|
|
$
|
71
|
|
|
$
|
(61
|
)
|
|
$
|
1,581
|
|
Total assets
|
|
$
|
116,347
|
|
|
$
|
7,172
|
|
|
$
|
8,307
|
|
|
$
|
3,183
|
|
|
$
|
28,719
|
|
|
$
|
163,728
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net financing revenue and other interest income
|
|
$
|
3,429
|
|
|
$
|
57
|
|
|
$
|
57
|
|
|
$
|
89
|
|
|
$
|
87
|
|
|
$
|
3,719
|
|
Other revenue (loss)
|
|
235
|
|
|
1,033
|
|
|
—
|
|
|
25
|
|
|
(151
|
)
|
|
1,142
|
|
||||||
Total net revenue (loss)
|
|
3,664
|
|
|
1,090
|
|
|
57
|
|
|
114
|
|
|
(64
|
)
|
|
4,861
|
|
||||||
Provision for loan losses
|
|
696
|
|
|
—
|
|
|
7
|
|
|
9
|
|
|
(5
|
)
|
|
707
|
|
||||||
Total noninterest expense
|
|
1,633
|
|
|
879
|
|
|
39
|
|
|
55
|
|
|
155
|
|
|
2,761
|
|
||||||
Income (loss) from continuing operations before income tax expense
|
|
$
|
1,335
|
|
|
$
|
211
|
|
|
$
|
11
|
|
|
$
|
50
|
|
|
$
|
(214
|
)
|
|
$
|
1,393
|
|
Total assets
|
|
$
|
115,636
|
|
|
$
|
7,053
|
|
|
$
|
6,461
|
|
|
$
|
2,677
|
|
|
$
|
26,754
|
|
|
$
|
158,581
|
|
(a)
|
Net financing revenue and other interest income after the provision for loan losses totaled
$3.1 billion
for the year ended
December 31, 2017
, and
$3.0 billion
for both the years ended
December 31, 2016
, and 2015.
|
Year ended December 31,
($ in millions)
|
|
Total net revenue (a)
|
|
Income (loss) from continuing operations before income tax expense
|
|
Net income (loss) (b)
|
|
Identifiable assets (c)
|
|
Long-lived assets (d)
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
|
$
|
89
|
|
|
$
|
42
|
|
|
$
|
37
|
|
|
$
|
406
|
|
|
$
|
—
|
|
Europe
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|
315
|
|
|
—
|
|
|||||
Latin America
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|||||
Asia-Pacific
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Total foreign (e)
|
|
89
|
|
|
41
|
|
|
31
|
|
|
746
|
|
|
—
|
|
|||||
Total domestic (f)
|
|
5,676
|
|
|
1,466
|
|
|
898
|
|
|
166,162
|
|
|
9,197
|
|
|||||
Total
|
|
$
|
5,765
|
|
|
$
|
1,507
|
|
|
$
|
929
|
|
|
$
|
166,908
|
|
|
$
|
9,197
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
|
$
|
90
|
|
|
$
|
44
|
|
|
$
|
32
|
|
|
$
|
499
|
|
|
$
|
—
|
|
Europe
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
276
|
|
|
—
|
|
|||||
Latin America
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
23
|
|
|
—
|
|
|||||
Asia-Pacific
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Total foreign (e)
|
|
90
|
|
|
44
|
|
|
30
|
|
|
800
|
|
|
—
|
|
|||||
Total domestic (f)
|
|
5,347
|
|
|
1,537
|
|
|
1,037
|
|
|
162,688
|
|
|
11,846
|
|
|||||
Total
|
|
$
|
5,437
|
|
|
$
|
1,581
|
|
|
$
|
1,067
|
|
|
$
|
163,488
|
|
|
$
|
11,846
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
|
$
|
98
|
|
|
$
|
47
|
|
|
$
|
35
|
|
|
$
|
514
|
|
|
$
|
—
|
|
Europe
|
|
1
|
|
|
4
|
|
|
27
|
|
|
325
|
|
|
—
|
|
|||||
Latin America
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
28
|
|
|
—
|
|
|||||
Asia-Pacific
|
|
—
|
|
|
—
|
|
|
452
|
|
|
2
|
|
|
—
|
|
|||||
Total foreign (e)
|
|
99
|
|
|
51
|
|
|
512
|
|
|
869
|
|
|
—
|
|
|||||
Total domestic (f)
|
|
4,762
|
|
|
1,342
|
|
|
777
|
|
|
157,685
|
|
|
16,506
|
|
|||||
Total
|
|
$
|
4,861
|
|
|
$
|
1,393
|
|
|
$
|
1,289
|
|
|
$
|
158,554
|
|
|
$
|
16,506
|
|
(a)
|
Revenue consists of net financing revenue and other interest income and total other revenue as presented in our Consolidated Statement of Income.
|
(b)
|
Gain (loss) realized on sale of discontinued operations are allocated to the geographic area in which the business operated.
|
(c)
|
Identifiable assets consist of total assets excluding goodwill.
|
(d)
|
Long-lived assets consist of investments in operating leases, net, and net property and equipment.
|
(e)
|
Our foreign operations as of December 31, 2017, 2016, and 2015, consist of our ongoing Insurance operations in Canada and our remaining international entities in wind-down.
|
(f)
|
Amounts include eliminations between our domestic and foreign operations.
|
Year ended December 31, 2017
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Financing (loss) revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and fees on finance receivables and loans
|
|
$
|
(27
|
)
|
|
$
|
—
|
|
|
$
|
5,846
|
|
|
$
|
—
|
|
|
$
|
5,819
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
12
|
|
|
—
|
|
|
6
|
|
|
(18
|
)
|
|
—
|
|
|||||
Interest and dividends on investment securities and other earning assets
|
|
—
|
|
|
—
|
|
|
601
|
|
|
(2
|
)
|
|
599
|
|
|||||
Interest on cash and cash equivalents
|
|
7
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
37
|
|
|||||
Interest-bearing cash — intercompany
|
|
4
|
|
|
—
|
|
|
7
|
|
|
(11
|
)
|
|
—
|
|
|||||
Operating leases
|
|
11
|
|
|
—
|
|
|
1,856
|
|
|
—
|
|
|
1,867
|
|
|||||
Total financing revenue and other interest income
|
|
7
|
|
|
—
|
|
|
8,346
|
|
|
(31
|
)
|
|
8,322
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
3
|
|
|
—
|
|
|
1,078
|
|
|
(4
|
)
|
|
1,077
|
|
|||||
Interest on short-term borrowings
|
|
60
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
127
|
|
|||||
Interest on long-term debt
|
|
1,101
|
|
|
—
|
|
|
552
|
|
|
—
|
|
|
1,653
|
|
|||||
Interest on intercompany debt
|
|
15
|
|
|
—
|
|
|
12
|
|
|
(27
|
)
|
|
—
|
|
|||||
Total interest expense
|
|
1,179
|
|
|
—
|
|
|
1,709
|
|
|
(31
|
)
|
|
2,857
|
|
|||||
Net depreciation expense on operating lease assets
|
|
11
|
|
|
—
|
|
|
1,233
|
|
|
—
|
|
|
1,244
|
|
|||||
Net financing revenue
|
|
(1,183
|
)
|
|
—
|
|
|
5,404
|
|
|
—
|
|
|
4,221
|
|
|||||
Cash dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
3,300
|
|
|
3,300
|
|
|
—
|
|
|
(6,600
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
752
|
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|||||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
973
|
|
|
—
|
|
|
973
|
|
|||||
Gain on mortgage and automotive loans, net
|
|
40
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
68
|
|
|||||
Loss on extinguishment of debt
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Other gain on investments, net
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|||||
Other income, net of losses
|
|
676
|
|
|
—
|
|
|
840
|
|
|
(1,108
|
)
|
|
408
|
|
|||||
Total other revenue
|
|
715
|
|
|
—
|
|
|
1,937
|
|
|
(1,108
|
)
|
|
1,544
|
|
|||||
Total net revenue
|
|
3,584
|
|
|
3,300
|
|
|
7,341
|
|
|
(8,460
|
)
|
|
5,765
|
|
|||||
Provision for loan losses
|
|
465
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
1,148
|
|
|||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits expense
|
|
180
|
|
|
—
|
|
|
915
|
|
|
—
|
|
|
1,095
|
|
|||||
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
332
|
|
|||||
Other operating expenses
|
|
899
|
|
|
—
|
|
|
1,892
|
|
|
(1,108
|
)
|
|
1,683
|
|
|||||
Total noninterest expense
|
|
1,079
|
|
|
—
|
|
|
3,139
|
|
|
(1,108
|
)
|
|
3,110
|
|
|||||
Income from continuing operations before income tax expense and undistributed (loss) income of subsidiaries
|
|
2,040
|
|
|
3,300
|
|
|
3,519
|
|
|
(7,352
|
)
|
|
1,507
|
|
|||||
Income tax expense from continuing operations
|
|
337
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
581
|
|
|||||
Net income from continuing operations
|
|
1,703
|
|
|
3,300
|
|
|
3,275
|
|
|
(7,352
|
)
|
|
926
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
7
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
3
|
|
|||||
Undistributed (loss) income of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
(1,168
|
)
|
|
(1,168
|
)
|
|
—
|
|
|
2,336
|
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
387
|
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|||||
Net income
|
|
929
|
|
|
2,132
|
|
|
3,271
|
|
|
(5,403
|
)
|
|
929
|
|
|||||
Other comprehensive income, net of tax
|
|
106
|
|
|
65
|
|
|
104
|
|
|
(169
|
)
|
|
106
|
|
|||||
Comprehensive income
|
|
$
|
1,035
|
|
|
$
|
2,197
|
|
|
$
|
3,375
|
|
|
$
|
(5,572
|
)
|
|
$
|
1,035
|
|
Year ended December 31, 2016
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Financing (loss) revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and fees on finance receivables and loans
|
|
$
|
(104
|
)
|
|
$
|
—
|
|
|
$
|
5,266
|
|
|
$
|
—
|
|
|
$
|
5,162
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
11
|
|
|
—
|
|
|
8
|
|
|
(19
|
)
|
|
—
|
|
|||||
Interest and dividends on investment securities and other earning assets
|
|
—
|
|
|
—
|
|
|
421
|
|
|
(3
|
)
|
|
418
|
|
|||||
Interest on cash and cash equivalents
|
|
5
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
14
|
|
|||||
Interest-bearing cash — intercompany
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|||||
Operating leases
|
|
17
|
|
|
—
|
|
|
2,694
|
|
|
—
|
|
|
2,711
|
|
|||||
Total financing (loss) revenue and other interest income
|
|
(71
|
)
|
|
—
|
|
|
8,407
|
|
|
(31
|
)
|
|
8,305
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
8
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
830
|
|
|||||
Interest on short-term borrowings
|
|
40
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
57
|
|
|||||
Interest on long-term debt
|
|
1,161
|
|
|
—
|
|
|
581
|
|
|
—
|
|
|
1,742
|
|
|||||
Interest on intercompany debt
|
|
20
|
|
|
—
|
|
|
11
|
|
|
(31
|
)
|
|
—
|
|
|||||
Total interest expense
|
|
1,229
|
|
|
—
|
|
|
1,431
|
|
|
(31
|
)
|
|
2,629
|
|
|||||
Net depreciation expense on operating lease assets
|
|
14
|
|
|
—
|
|
|
1,755
|
|
|
—
|
|
|
1,769
|
|
|||||
Net financing revenue
|
|
(1,314
|
)
|
|
—
|
|
|
5,221
|
|
|
—
|
|
|
3,907
|
|
|||||
Cash dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonbank subsidiaries
|
|
965
|
|
|
—
|
|
|
—
|
|
|
(965
|
)
|
|
—
|
|
|||||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
945
|
|
|
—
|
|
|
945
|
|
|||||
(Loss) gain on mortgage and automotive loans, net
|
|
(11
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
11
|
|
|||||
Loss on extinguishment of debt
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Other gain on investments, net
|
|
—
|
|
|
—
|
|
|
176
|
|
|
9
|
|
|
185
|
|
|||||
Other income, net of losses
|
|
1,253
|
|
|
—
|
|
|
937
|
|
|
(1,796
|
)
|
|
394
|
|
|||||
Total other revenue
|
|
1,239
|
|
|
—
|
|
|
2,078
|
|
|
(1,787
|
)
|
|
1,530
|
|
|||||
Total net revenue
|
|
890
|
|
|
—
|
|
|
7,299
|
|
|
(2,752
|
)
|
|
5,437
|
|
|||||
Provision for loan losses
|
|
408
|
|
|
—
|
|
|
509
|
|
|
—
|
|
|
917
|
|
|||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits expense
|
|
573
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
992
|
|
|||||
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
|||||
Other operating expenses
|
|
1,261
|
|
|
—
|
|
|
2,130
|
|
|
(1,786
|
)
|
|
1,605
|
|
|||||
Total noninterest expense
|
|
1,834
|
|
|
—
|
|
|
2,891
|
|
|
(1,786
|
)
|
|
2,939
|
|
|||||
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
|
|
(1,352
|
)
|
|
—
|
|
|
3,899
|
|
|
(966
|
)
|
|
1,581
|
|
|||||
Income tax (benefit) expense from continuing operations
|
|
(279
|
)
|
|
(82
|
)
|
|
831
|
|
|
—
|
|
|
470
|
|
|||||
Net (loss) income from continuing operations
|
|
(1,073
|
)
|
|
82
|
|
|
3,068
|
|
|
(966
|
)
|
|
1,111
|
|
|||||
Loss from discontinued operations, net of tax
|
|
(39
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(44
|
)
|
|||||
Undistributed income (loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
1,273
|
|
|
1,273
|
|
|
—
|
|
|
(2,546
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
906
|
|
|
(2
|
)
|
|
—
|
|
|
(904
|
)
|
|
—
|
|
|||||
Net income
|
|
1,067
|
|
|
1,353
|
|
|
3,063
|
|
|
(4,416
|
)
|
|
1,067
|
|
|||||
Other comprehensive loss, net of tax
|
|
(110
|
)
|
|
(63
|
)
|
|
(106
|
)
|
|
169
|
|
|
(110
|
)
|
|||||
Comprehensive income
|
|
$
|
957
|
|
|
$
|
1,290
|
|
|
$
|
2,957
|
|
|
$
|
(4,247
|
)
|
|
$
|
957
|
|
Year ended December 31, 2015
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
|||||||||||
Financing (loss) revenue and other interest income
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest and fees on finance receivables and loans
|
|
$
|
(83
|
)
|
|
$
|
—
|
|
|
$
|
4,653
|
|
|
$
|
—
|
|
|
$
|
4,570
|
|
|
Interest and fees on finance receivables and loans — intercompany
|
|
17
|
|
|
—
|
|
|
24
|
|
|
(41
|
)
|
|
—
|
|
||||||
Interest on loans held-for-sale
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||
Interest and dividends on investment securities and other earning assets
|
|
—
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
||||||
Interest on cash and cash equivalents
|
|
1
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
8
|
|
||||||
Interest-bearing cash — intercompany
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
||||||
Operating leases
|
|
9
|
|
|
—
|
|
|
3,389
|
|
|
—
|
|
|
3,398
|
|
||||||
Total financing (loss) revenue and other interest income
|
|
(56
|
)
|
|
|
—
|
|
|
8,502
|
|
|
(49
|
)
|
|
8,397
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest on deposits
|
|
10
|
|
|
—
|
|
|
708
|
|
|
—
|
|
|
718
|
|
||||||
Interest on short-term borrowings
|
|
40
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
49
|
|
||||||
Interest on long-term debt
|
|
1,121
|
|
|
—
|
|
|
541
|
|
|
—
|
|
|
1,662
|
|
||||||
Interest on intercompany debt
|
|
32
|
|
|
—
|
|
|
17
|
|
|
(49
|
)
|
|
—
|
|
||||||
Total interest expense
|
|
1,203
|
|
|
|
—
|
|
|
1,275
|
|
|
(49
|
)
|
|
2,429
|
|
|||||
Net depreciation expense on operating lease assets
|
|
7
|
|
|
—
|
|
|
2,242
|
|
|
—
|
|
|
2,249
|
|
||||||
Net financing revenue
|
|
(1,266
|
)
|
|
—
|
|
|
4,985
|
|
|
—
|
|
|
3,719
|
|
||||||
Cash dividends from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Bank subsidiary
|
|
525
|
|
|
525
|
|
|
—
|
|
|
(1,050
|
)
|
|
—
|
|
||||||
Nonbank subsidiaries
|
|
1,123
|
|
|
—
|
|
|
—
|
|
|
(1,123
|
)
|
|
—
|
|
||||||
Other revenue
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Insurance premiums and service revenue earned
|
|
—
|
|
|
—
|
|
|
940
|
|
|
—
|
|
|
940
|
|
||||||
(Loss) gain on mortgage and automotive loans, net
|
|
(9
|
)
|
—
|
|
—
|
|
|
54
|
|
|
—
|
|
|
45
|
|
|||||
Loss on extinguishment of debt
|
|
(355
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(357
|
)
|
||||||
Other gain on investments, net
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||
Other income, net of losses
|
|
1,373
|
|
|
—
|
|
|
1,373
|
|
|
(2,387
|
)
|
|
359
|
|
||||||
Total other revenue
|
|
1,009
|
|
|
|
—
|
|
|
2,520
|
|
|
(2,387
|
)
|
|
1,142
|
|
|||||
Total net revenue
|
|
1,391
|
|
|
|
525
|
|
|
7,505
|
|
|
(4,560
|
)
|
|
4,861
|
|
|||||
Provision for loan losses
|
|
157
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
707
|
|
||||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Compensation and benefits expense
|
|
571
|
|
|
—
|
|
|
842
|
|
|
(450
|
)
|
|
963
|
|
||||||
Insurance losses and loss adjustment expenses
|
|
—
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
293
|
|
||||||
Other operating expenses
|
|
1,247
|
|
|
—
|
|
|
2,195
|
|
|
(1,937
|
)
|
|
1,505
|
|
||||||
Total noninterest expense
|
|
1,818
|
|
|
|
—
|
|
|
3,330
|
|
|
(2,387
|
)
|
|
2,761
|
|
|||||
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries
|
|
(584
|
)
|
|
525
|
|
|
3,625
|
|
|
(2,173
|
)
|
|
1,393
|
|
||||||
Income tax (benefit) expense from continuing operations
|
|
(267
|
)
|
|
—
|
|
|
763
|
|
|
—
|
|
|
496
|
|
||||||
Net (loss) income from continuing operations
|
|
(317
|
)
|
|
|
525
|
|
|
2,862
|
|
|
(2,173
|
)
|
|
897
|
|
|||||
Income from discontinued operations, net of tax
|
|
356
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
392
|
|
||||||
Undistributed income (loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Bank subsidiary
|
|
581
|
|
|
581
|
|
|
—
|
|
|
(1,162
|
)
|
|
—
|
|
||||||
Nonbank subsidiaries
|
|
669
|
|
|
(1
|
)
|
|
—
|
|
|
(668
|
)
|
|
—
|
|
||||||
Net income
|
|
1,289
|
|
|
|
1,105
|
|
|
2,898
|
|
|
(4,003
|
)
|
|
1,289
|
|
|||||
Other comprehensive loss, net of tax
|
|
(165
|
)
|
|
(43
|
)
|
|
(172
|
)
|
|
215
|
|
|
(165
|
)
|
||||||
Comprehensive income
|
|
$
|
1,124
|
|
|
|
$
|
1,062
|
|
|
$
|
2,726
|
|
|
$
|
(3,788
|
)
|
|
$
|
1,124
|
|
December 31, 2017
($ in millions)
|
|
Parent (a)
|
|
Guarantors
|
|
Nonguarantors (a)
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
844
|
|
Interest-bearing
|
|
5
|
|
|
—
|
|
|
3,403
|
|
|
—
|
|
|
3,408
|
|
|||||
Interest-bearing — intercompany
|
|
1,138
|
|
|
—
|
|
|
695
|
|
|
(1,833
|
)
|
|
—
|
|
|||||
Total cash and cash equivalents
|
|
1,217
|
|
|
—
|
|
|
4,868
|
|
|
(1,833
|
)
|
|
4,252
|
|
|||||
Available-for-sale securities
|
|
—
|
|
|
—
|
|
|
22,821
|
|
|
—
|
|
|
22,821
|
|
|||||
Held-to-maturity securities
|
|
—
|
|
|
—
|
|
|
1,973
|
|
|
(74
|
)
|
|
1,899
|
|
|||||
Loans held-for-sale, net
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|||||
Finance receivables and loans, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance receivables and loans, net
|
|
7,434
|
|
|
—
|
|
|
115,459
|
|
|
—
|
|
|
122,893
|
|
|||||
Intercompany loans to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonbank subsidiaries
|
|
879
|
|
|
—
|
|
|
408
|
|
|
(1,287
|
)
|
|
—
|
|
|||||
Allowance for loan losses
|
|
(185
|
)
|
|
—
|
|
|
(1,091
|
)
|
|
—
|
|
|
(1,276
|
)
|
|||||
Total finance receivables and loans, net
|
|
8,128
|
|
|
—
|
|
|
114,776
|
|
|
(1,287
|
)
|
|
121,617
|
|
|||||
Investment in operating leases, net
|
|
19
|
|
|
—
|
|
|
8,722
|
|
|
—
|
|
|
8,741
|
|
|||||
Intercompany receivables from
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
80
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
71
|
|
|
—
|
|
|
77
|
|
|
(148
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
16,962
|
|
|
16,962
|
|
|
—
|
|
|
(33,924
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
8,111
|
|
|
—
|
|
|
—
|
|
|
(8,111
|
)
|
|
—
|
|
|||||
Premiums receivable and other insurance assets
|
|
—
|
|
|
—
|
|
|
2,082
|
|
|
(35
|
)
|
|
2,047
|
|
|||||
Other assets
|
|
2,207
|
|
|
—
|
|
|
5,105
|
|
|
(1,649
|
)
|
|
5,663
|
|
|||||
Total assets
|
|
$
|
36,795
|
|
|
$
|
16,962
|
|
|
$
|
160,532
|
|
|
$
|
(47,141
|
)
|
|
$
|
167,148
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
108
|
|
Interest-bearing
|
|
12
|
|
|
—
|
|
|
93,136
|
|
|
—
|
|
|
93,148
|
|
|||||
Interest-bearing — intercompany
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
(1,139
|
)
|
|
—
|
|
|||||
Total deposit liabilities
|
|
12
|
|
|
—
|
|
|
94,383
|
|
|
(1,139
|
)
|
|
93,256
|
|
|||||
Short-term borrowings
|
|
3,171
|
|
|
—
|
|
|
8,242
|
|
|
—
|
|
|
11,413
|
|
|||||
Long-term debt
|
|
17,966
|
|
|
—
|
|
|
26,260
|
|
|
—
|
|
|
44,226
|
|
|||||
Intercompany debt to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
74
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
1,103
|
|
|
—
|
|
|
879
|
|
|
(1,982
|
)
|
|
—
|
|
|||||
Intercompany payables to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
132
|
|
|
—
|
|
|
127
|
|
|
(259
|
)
|
|
—
|
|
|||||
Interest payable
|
|
200
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
375
|
|
|||||
Unearned insurance premiums and service revenue
|
|
—
|
|
|
—
|
|
|
2,604
|
|
|
—
|
|
|
2,604
|
|
|||||
Accrued expenses and other liabilities
|
|
639
|
|
|
—
|
|
|
2,790
|
|
|
(1,649
|
)
|
|
1,780
|
|
|||||
Total liabilities
|
|
23,301
|
|
|
—
|
|
|
135,460
|
|
|
(5,107
|
)
|
|
153,654
|
|
|||||
Total equity
|
|
13,494
|
|
|
16,962
|
|
|
25,072
|
|
|
(42,034
|
)
|
|
13,494
|
|
|||||
Total liabilities and equity
|
|
$
|
36,795
|
|
|
$
|
16,962
|
|
|
$
|
160,532
|
|
|
$
|
(47,141
|
)
|
|
$
|
167,148
|
|
(a)
|
Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.
|
December 31, 2016
($ in millions)
|
|
Parent (a)
|
|
Guarantors
|
|
Nonguarantors (a)
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
|
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
827
|
|
|
$
|
—
|
|
|
$
|
1,547
|
|
Interest-bearing
|
|
100
|
|
|
—
|
|
|
4,287
|
|
|
—
|
|
|
4,387
|
|
|||||
Interest-bearing — intercompany
|
|
—
|
|
|
—
|
|
|
401
|
|
|
(401
|
)
|
|
—
|
|
|||||
Total cash and cash equivalents
|
|
820
|
|
|
—
|
|
|
5,515
|
|
|
(401
|
)
|
|
5,934
|
|
|||||
Trading securities
|
|
—
|
|
|
—
|
|
|
82
|
|
|
(82
|
)
|
|
—
|
|
|||||
Available-for-sale securities
|
|
—
|
|
|
—
|
|
|
19,253
|
|
|
(327
|
)
|
|
18,926
|
|
|||||
Held-to-maturity securities
|
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
839
|
|
|||||
Finance receivables and loans, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance receivables and loans, net
|
|
4,705
|
|
|
—
|
|
|
114,239
|
|
|
—
|
|
|
118,944
|
|
|||||
Intercompany loans to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
1,125
|
|
|
—
|
|
|
—
|
|
|
(1,125
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
1,779
|
|
|
—
|
|
|
626
|
|
|
(2,405
|
)
|
|
—
|
|
|||||
Allowance for loan losses
|
|
(115
|
)
|
|
—
|
|
|
(1,029
|
)
|
|
—
|
|
|
(1,144
|
)
|
|||||
Total finance receivables and loans, net
|
|
7,494
|
|
|
—
|
|
|
113,836
|
|
|
(3,530
|
)
|
|
117,800
|
|
|||||
Investment in operating leases, net
|
|
42
|
|
|
—
|
|
|
11,428
|
|
|
—
|
|
|
11,470
|
|
|||||
Intercompany receivables from
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
299
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
107
|
|
|
—
|
|
|
67
|
|
|
(174
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
17,727
|
|
|
17,727
|
|
|
—
|
|
|
(35,454
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
10,318
|
|
|
—
|
|
|
—
|
|
|
(10,318
|
)
|
|
—
|
|
|||||
Premiums receivable and other insurance assets
|
|
—
|
|
|
—
|
|
|
1,936
|
|
|
(31
|
)
|
|
1,905
|
|
|||||
Other assets
|
|
4,347
|
|
|
—
|
|
|
5,085
|
|
|
(2,578
|
)
|
|
6,854
|
|
|||||
Total assets
|
|
$
|
41,154
|
|
|
$
|
17,727
|
|
|
$
|
158,041
|
|
|
$
|
(53,194
|
)
|
|
$
|
163,728
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Interest-bearing
|
|
167
|
|
|
—
|
|
|
78,771
|
|
|
—
|
|
|
78,938
|
|
|||||
Total deposit liabilities
|
|
167
|
|
|
—
|
|
|
78,855
|
|
|
—
|
|
|
79,022
|
|
|||||
Short-term borrowings
|
|
3,622
|
|
|
—
|
|
|
9,051
|
|
|
—
|
|
|
12,673
|
|
|||||
Long-term debt
|
|
21,798
|
|
|
—
|
|
|
32,330
|
|
|
—
|
|
|
54,128
|
|
|||||
Intercompany debt to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank subsidiary
|
|
330
|
|
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|||||
Nonbank subsidiaries
|
|
1,027
|
|
|
—
|
|
|
2,903
|
|
|
(3,930
|
)
|
|
—
|
|
|||||
Intercompany payables to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonbank subsidiaries
|
|
153
|
|
|
—
|
|
|
351
|
|
|
(504
|
)
|
|
—
|
|
|||||
Interest payable
|
|
253
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
351
|
|
|||||
Unearned insurance premiums and service revenue
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Accrued expenses and other liabilities
|
|
487
|
|
|
—
|
|
|
3,911
|
|
|
(2,661
|
)
|
|
1,737
|
|
|||||
Total liabilities
|
|
27,837
|
|
|
—
|
|
|
129,999
|
|
|
(7,425
|
)
|
|
150,411
|
|
|||||
Total equity
|
|
13,317
|
|
|
17,727
|
|
|
28,042
|
|
|
(45,769
|
)
|
|
13,317
|
|
|||||
Total liabilities and equity
|
|
$
|
41,154
|
|
|
$
|
17,727
|
|
|
$
|
158,041
|
|
|
$
|
(53,194
|
)
|
|
$
|
163,728
|
|
(a)
|
Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.
|
Year ended December 31, 2017
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
4,591
|
|
|
$
|
3,300
|
|
|
$
|
3,466
|
|
|
$
|
(7,278
|
)
|
|
$
|
4,079
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchases of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(11,234
|
)
|
|
—
|
|
|
(11,234
|
)
|
|||||
Proceeds from sales of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
4,633
|
|
|
—
|
|
|
4,633
|
|
|||||
Proceeds from repayments of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
2,899
|
|
|
—
|
|
|
2,899
|
|
|||||
Purchases of held-to-maturity securities
|
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
(1,026
|
)
|
|||||
Proceeds from repayments of held-to-maturity securities
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Net change in investment securities — intercompany
|
|
7
|
|
|
—
|
|
|
291
|
|
|
(298
|
)
|
|
—
|
|
|||||
Purchases of finance receivables and loans held-for-investment
|
|
(35
|
)
|
|
—
|
|
|
(5,417
|
)
|
|
—
|
|
|
(5,452
|
)
|
|||||
Proceeds from sales of finance receivables and loans initially held-for-investment
|
|
106
|
|
|
—
|
|
|
1,233
|
|
|
—
|
|
|
1,339
|
|
|||||
Originations and repayments of finance receivables and loans held-for-investment and other, net
|
|
860
|
|
|
—
|
|
|
33
|
|
|
(1,956
|
)
|
|
(1,063
|
)
|
|||||
Net change in loans — intercompany
|
|
2,068
|
|
|
—
|
|
|
217
|
|
|
(2,285
|
)
|
|
—
|
|
|||||
Purchases of operating lease assets
|
|
—
|
|
|
—
|
|
|
(4,052
|
)
|
|
—
|
|
|
(4,052
|
)
|
|||||
Disposals of operating lease assets
|
|
13
|
|
|
—
|
|
|
5,554
|
|
|
—
|
|
|
5,567
|
|
|||||
Capital contributions to subsidiaries
|
|
(1,212
|
)
|
|
(5
|
)
|
|
—
|
|
|
1,217
|
|
|
—
|
|
|||||
Returns of contributed capital
|
|
1,567
|
|
|
—
|
|
|
—
|
|
|
(1,567
|
)
|
|
—
|
|
|||||
Net change in nonmarketable equity investments
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|
—
|
|
|
(187
|
)
|
|||||
Other, net
|
|
(31
|
)
|
|
—
|
|
|
(99
|
)
|
|
(89
|
)
|
|
(219
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
3,343
|
|
|
(5
|
)
|
|
(7,087
|
)
|
|
(4,978
|
)
|
|
(8,727
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in short-term borrowings — third party
|
|
(453
|
)
|
|
—
|
|
|
(810
|
)
|
|
—
|
|
|
(1,263
|
)
|
|||||
Net (decrease) increase in deposits
|
|
(156
|
)
|
|
—
|
|
|
15,466
|
|
|
(1,138
|
)
|
|
14,172
|
|
|||||
Proceeds from issuance of long-term debt — third party
|
|
354
|
|
|
—
|
|
|
15,654
|
|
|
1,961
|
|
|
17,969
|
|
|||||
Repayments of long-term debt — third party
|
|
(6,111
|
)
|
|
—
|
|
|
(21,797
|
)
|
|
—
|
|
|
(27,908
|
)
|
|||||
Net change in debt — intercompany
|
|
(225
|
)
|
|
—
|
|
|
(2,074
|
)
|
|
2,299
|
|
|
—
|
|
|||||
Repurchase of common stock
|
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(753
|
)
|
|||||
Dividends paid — third party
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|||||
Dividends paid and returns of contributed capital — intercompany
|
|
—
|
|
|
(3,300
|
)
|
|
(5,619
|
)
|
|
8,919
|
|
|
—
|
|
|||||
Capital contributions from parent
|
|
—
|
|
|
5
|
|
|
1,212
|
|
|
(1,217
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(7,528
|
)
|
|
(3,295
|
)
|
|
2,032
|
|
|
10,824
|
|
|
2,033
|
|
|||||
Effect of exchange-rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
|
406
|
|
|
—
|
|
|
(1,586
|
)
|
|
(1,432
|
)
|
|
(2,612
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
|
989
|
|
|
—
|
|
|
7,293
|
|
|
(401
|
)
|
|
7,881
|
|
|||||
Cash and cash equivalents and restricted cash at end of year
|
|
$
|
1,395
|
|
|
$
|
—
|
|
|
$
|
5,707
|
|
|
$
|
(1,833
|
)
|
|
$
|
5,269
|
|
December 31, 2017
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Cash and cash equivalents as disclosed on the Consolidated Balance Sheet
|
|
$
|
1,217
|
|
|
$
|
—
|
|
|
$
|
4,868
|
|
|
$
|
(1,833
|
)
|
|
$
|
4,252
|
|
Restricted cash included in other assets on the Consolidated Balance Sheet (a)
|
|
178
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
1,017
|
|
|||||
Total cash and cash equivalents and restricted cash as disclosed in the Consolidated Statement of Cash Flows
|
|
$
|
1,395
|
|
|
$
|
—
|
|
|
$
|
5,707
|
|
|
$
|
(1,833
|
)
|
|
$
|
5,269
|
|
(a)
|
Restricted cash balances relate primarily to Ally securitization arrangements. Refer to
Note 14
for additional details describing the nature of restricted cash balances.
|
Year ended December 31, 2016
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
241
|
|
|
$
|
6
|
|
|
$
|
5,383
|
|
|
$
|
(1,063
|
)
|
|
$
|
4,567
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(16,031
|
)
|
|
—
|
|
|
(16,031
|
)
|
|||||
Proceeds from sales of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
11,036
|
|
|
—
|
|
|
11,036
|
|
|||||
Proceeds from repayments of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
3,379
|
|
|
—
|
|
|
3,379
|
|
|||||
Purchases of held-to-maturity securities
|
|
—
|
|
|
—
|
|
|
(841
|
)
|
|
—
|
|
|
(841
|
)
|
|||||
Purchases of finance receivables and loans held-for-investment
|
|
(4
|
)
|
|
—
|
|
|
(3,855
|
)
|
|
—
|
|
|
(3,859
|
)
|
|||||
Proceeds from sales of finance receivables and loans initially held-for-investment
|
|
—
|
|
|
—
|
|
|
4,285
|
|
|
—
|
|
|
4,285
|
|
|||||
Originations and repayments of finance receivables and loans held-for-investment and other, net
|
|
2,013
|
|
|
—
|
|
|
(10,839
|
)
|
|
—
|
|
|
(8,826
|
)
|
|||||
Net change in loans — intercompany
|
|
877
|
|
|
—
|
|
|
(67
|
)
|
|
(810
|
)
|
|
—
|
|
|||||
Purchases of operating lease assets
|
|
—
|
|
|
—
|
|
|
(3,274
|
)
|
|
—
|
|
|
(3,274
|
)
|
|||||
Disposals of operating lease assets
|
|
25
|
|
|
—
|
|
|
6,279
|
|
|
—
|
|
|
6,304
|
|
|||||
Acquisitions, net of cash acquired
|
|
(309
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|||||
Capital contributions to subsidiaries
|
|
(3,908
|
)
|
|
—
|
|
|
—
|
|
|
3,908
|
|
|
—
|
|
|||||
Returns of contributed capital
|
|
3,678
|
|
|
8
|
|
|
—
|
|
|
(3,686
|
)
|
|
—
|
|
|||||
Net change in nonmarketable equity investments
|
|
—
|
|
|
—
|
|
|
(628
|
)
|
|
—
|
|
|
(628
|
)
|
|||||
Other, net
|
|
(206
|
)
|
|
—
|
|
|
(191
|
)
|
|
91
|
|
|
(306
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
2,166
|
|
|
8
|
|
|
(10,747
|
)
|
|
(497
|
)
|
|
(9,070
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in short-term borrowings — third party
|
|
169
|
|
|
—
|
|
|
4,395
|
|
|
—
|
|
|
4,564
|
|
|||||
Net (decrease) increase in deposits
|
|
(61
|
)
|
|
—
|
|
|
12,569
|
|
|
—
|
|
|
12,508
|
|
|||||
Proceeds from issuance of long-term debt — third party
|
|
979
|
|
|
—
|
|
|
13,176
|
|
|
—
|
|
|
14,155
|
|
|||||
Repayments of long-term debt — third party
|
|
(2,662
|
)
|
|
—
|
|
|
(23,750
|
)
|
|
—
|
|
|
(26,412
|
)
|
|||||
Net change in debt — intercompany
|
|
(382
|
)
|
|
—
|
|
|
(877
|
)
|
|
1,259
|
|
|
—
|
|
|||||
Redemption of preferred stock
|
|
(696
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||||
Repurchase of common stock
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|||||
Dividends paid — third party
|
|
(108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108
|
)
|
|||||
Dividends paid and returns of contributed capital — intercompany
|
|
—
|
|
|
(14
|
)
|
|
(4,644
|
)
|
|
4,658
|
|
|
—
|
|
|||||
Capital contributions from parent
|
|
—
|
|
|
—
|
|
|
3,908
|
|
|
(3,908
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(3,102
|
)
|
|
(14
|
)
|
|
4,777
|
|
|
2,009
|
|
|
3,670
|
|
|||||
Effect of exchange-rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net decrease in cash and cash equivalents and restricted cash
|
|
(695
|
)
|
|
—
|
|
|
(586
|
)
|
|
449
|
|
|
(832
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
|
1,684
|
|
|
—
|
|
|
7,879
|
|
|
(850
|
)
|
|
8,713
|
|
|||||
Cash and cash equivalents and restricted cash at end of year
|
|
$
|
989
|
|
|
$
|
—
|
|
|
$
|
7,293
|
|
|
$
|
(401
|
)
|
|
$
|
7,881
|
|
December 31, 2016
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Cash and cash equivalents as disclosed on the Consolidated Balance Sheet
|
|
$
|
820
|
|
|
$
|
—
|
|
|
$
|
5,515
|
|
|
$
|
(401
|
)
|
|
$
|
5,934
|
|
Restricted cash included in other assets on the Consolidated Balance Sheet (a)
|
|
169
|
|
|
—
|
|
|
1,778
|
|
|
—
|
|
|
1,947
|
|
|||||
Total cash and cash equivalents and restricted cash as disclosed in the Consolidated Statement of Cash Flows
|
|
$
|
989
|
|
|
$
|
—
|
|
|
$
|
7,293
|
|
|
$
|
(401
|
)
|
|
$
|
7,881
|
|
(a)
|
Restricted cash balances relate primarily to Ally securitization arrangements. Refer to
Note 14
for additional details describing the nature of restricted cash balances.
|
Year ended December 31, 2015
($ in millions)
|
|
Parent
|
|
Guarantors
|
|
Nonguarantors
|
|
Consolidating adjustments
|
|
Ally consolidated
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
370
|
|
|
$
|
525
|
|
|
$
|
6,390
|
|
|
$
|
(2,174
|
)
|
|
$
|
5,111
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(12,250
|
)
|
|
—
|
|
|
(12,250
|
)
|
|||||
Proceeds from sales of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
6,874
|
|
|
—
|
|
|
6,874
|
|
|||||
Proceeds from repayments of available-for-sale securities
|
|
—
|
|
|
—
|
|
|
4,255
|
|
|
—
|
|
|
4,255
|
|
|||||
Purchases of finance receivables and loans held-for-investment
|
|
(169
|
)
|
|
—
|
|
|
(4,332
|
)
|
|
—
|
|
|
(4,501
|
)
|
|||||
Proceeds from sales of finance receivables and loans initially held-for-investment
|
|
—
|
|
|
—
|
|
|
3,197
|
|
|
—
|
|
|
3,197
|
|
|||||
Originations and repayments of finance receivables and loans held-for-investment and other, net
|
|
1,954
|
|
|
—
|
|
|
(11,298
|
)
|
|
—
|
|
|
(9,344
|
)
|
|||||
Net change in loans — intercompany
|
|
240
|
|
|
—
|
|
|
1,211
|
|
|
(1,451
|
)
|
|
—
|
|
|||||
Purchases of operating lease assets
|
|
(94
|
)
|
|
—
|
|
|
(4,591
|
)
|
|
—
|
|
|
(4,685
|
)
|
|||||
Disposals of operating lease assets
|
|
7
|
|
|
—
|
|
|
5,539
|
|
|
—
|
|
|
5,546
|
|
|||||
Capital contributions to subsidiaries
|
|
(796
|
)
|
|
(1
|
)
|
|
—
|
|
|
797
|
|
|
—
|
|
|||||
Returns of contributed capital
|
|
1,444
|
|
|
—
|
|
|
—
|
|
|
(1,444
|
)
|
|
—
|
|
|||||
Proceeds from sale of business units, net
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,049
|
|
|||||
Net change in nonmarketable equity investments
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
|||||
Other, net
|
|
(47
|
)
|
|
—
|
|
|
50
|
|
|
—
|
|
|
3
|
|
|||||
Net cash provided by (used in) investing activities
|
|
3,588
|
|
|
(1
|
)
|
|
(11,492
|
)
|
|
(2,098
|
)
|
|
(10,003
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in short-term borrowings — third party
|
|
115
|
|
|
—
|
|
|
913
|
|
|
—
|
|
|
1,028
|
|
|||||
Net (decrease) increase in deposits
|
|
(91
|
)
|
|
—
|
|
|
8,338
|
|
|
—
|
|
|
8,247
|
|
|||||
Proceeds from issuance of long-term debt — third party
|
|
5,428
|
|
|
—
|
|
|
25,237
|
|
|
—
|
|
|
30,665
|
|
|||||
Repayments of long-term debt — third party
|
|
(5,931
|
)
|
|
—
|
|
|
(25,419
|
)
|
|
—
|
|
|
(31,350
|
)
|
|||||
Net change in debt — intercompany
|
|
(977
|
)
|
|
—
|
|
|
(240
|
)
|
|
1,217
|
|
|
—
|
|
|||||
Repurchase and redemption of preferred stock
|
|
(559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(559
|
)
|
|||||
Repurchase of common stock
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Dividends paid — third party
|
|
(2,571
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,571
|
)
|
|||||
Dividends paid and returns of contributed capital — intercompany
|
|
—
|
|
|
(525
|
)
|
|
(3,092
|
)
|
|
3,617
|
|
|
—
|
|
|||||
Capital contributions from parent
|
|
—
|
|
|
1
|
|
|
796
|
|
|
(797
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
|
(4,602
|
)
|
|
(524
|
)
|
|
6,533
|
|
|
4,037
|
|
|
5,444
|
|
|||||
Effect of exchange-rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
|
(644
|
)
|
|
—
|
|
|
1,427
|
|
|
(235
|
)
|
|
548
|
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
|
2,328
|
|
|
—
|
|
|
6,452
|
|
|
(615
|
)
|
|
8,165
|
|
|||||
Cash and cash equivalents and restricted cash at end of year
|
|
$
|
1,684
|
|
|
$
|
—
|
|
|
$
|
7,879
|
|
|
$
|
(850
|
)
|
|
$
|
8,713
|
|
|
|
2017
|
|
2016
|
||||||||||||
December 31,
($ in millions)
|
|
Maximum liability
|
|
Carrying value of liability
|
|
Maximum liability
|
|
Carrying value of liability
|
||||||||
Standby letters of credit and other guarantees
|
|
$
|
227
|
|
|
$
|
8
|
|
|
$
|
175
|
|
|
$
|
8
|
|
December 31,
($ in millions)
|
|
2017
|
|
2016
|
||||
Unused revolving credit line commitments and other (a)
|
|
$
|
2,341
|
|
|
$
|
1,995
|
|
Home equity lines of credit (b)
|
|
318
|
|
|
356
|
|
||
Commitments to provide capital to investees (c)
|
|
283
|
|
|
206
|
|
||
Construction-lending commitments (d)
|
|
144
|
|
|
164
|
|
||
Mortgage loan origination commitments (e)
|
|
95
|
|
|
—
|
|
(a)
|
The unused portion of revolving lines of credit reset at prevailing market rates and, as such, approximate market value.
|
(b)
|
We are committed to fund the remaining unused balances on home equity lines of credit.
|
(c)
|
We are committed to contribute capital to certain investees. The fair value of these commitments is considered in the overall valuation of the underlying assets with which they are associated.
|
(d)
|
The fair value of these commitments is considered in the overall valuation of the related assets.
|
(e)
|
Commitments with mortgage loan applicants in which the loan terms, including interest rate and price, are guaranteed for a designated period of time subject to the completion of underwriting procedures.
|
Year ended December 31,
($ in millions)
|
|
|
||
2018
|
|
$
|
85
|
|
2019 and 2020
|
|
36
|
|
|
2021 and thereafter
|
|
2
|
|
|
Total future payment obligations
|
|
$
|
123
|
|
($ in millions)
|
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Net financing revenue and other interest income
|
|
$
|
979
|
|
|
$
|
1,067
|
|
|
$
|
1,081
|
|
|
$
|
1,094
|
|
Other revenue
|
|
396
|
|
|
388
|
|
|
381
|
|
|
379
|
|
||||
Total net revenue
|
|
1,375
|
|
|
1,455
|
|
|
1,462
|
|
|
1,473
|
|
||||
Provision for loan losses
|
|
271
|
|
|
269
|
|
|
314
|
|
|
294
|
|
||||
Total noninterest expense
|
|
778
|
|
|
810
|
|
|
753
|
|
|
769
|
|
||||
Income from continuing operations before income tax expense
|
|
326
|
|
|
376
|
|
|
395
|
|
|
410
|
|
||||
Income tax expense from continuing operations (a)
|
|
113
|
|
|
122
|
|
|
115
|
|
|
231
|
|
||||
Net income from continuing operations
|
|
213
|
|
|
254
|
|
|
280
|
|
|
179
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
1
|
|
|
(2
|
)
|
|
2
|
|
|
2
|
|
||||
Net income
|
|
$
|
214
|
|
|
$
|
252
|
|
|
$
|
282
|
|
|
$
|
181
|
|
Basic earnings per common share (b)
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
|
$
|
0.62
|
|
|
$
|
0.40
|
|
Net income
|
|
0.46
|
|
|
0.55
|
|
|
0.63
|
|
|
0.41
|
|
||||
Diluted earnings per common share (b)
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
|
$
|
0.62
|
|
|
$
|
0.40
|
|
Net income
|
|
0.46
|
|
|
0.55
|
|
|
0.63
|
|
|
0.41
|
|
||||
Cash dividends per common share
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Net financing revenue and other interest income
|
|
$
|
951
|
|
|
$
|
984
|
|
|
$
|
996
|
|
|
$
|
976
|
|
Other revenue
|
|
376
|
|
|
374
|
|
|
388
|
|
|
392
|
|
||||
Total net revenue
|
|
1,327
|
|
|
1,358
|
|
|
1,384
|
|
|
1,368
|
|
||||
Provision for loan losses
|
|
220
|
|
|
172
|
|
|
258
|
|
|
267
|
|
||||
Total noninterest expense
|
|
710
|
|
|
773
|
|
|
735
|
|
|
721
|
|
||||
Income from continuing operations before income tax expense
|
|
397
|
|
|
413
|
|
|
391
|
|
|
380
|
|
||||
Income tax expense from continuing operations (c)
|
|
150
|
|
|
56
|
|
|
130
|
|
|
134
|
|
||||
Net income from continuing operations
|
|
247
|
|
|
357
|
|
|
261
|
|
|
246
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
3
|
|
|
3
|
|
|
(52
|
)
|
|
2
|
|
||||
Net income
|
|
$
|
250
|
|
|
$
|
360
|
|
|
$
|
209
|
|
|
$
|
248
|
|
Basic earnings per common share (b)
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
|
$
|
0.48
|
|
|
$
|
0.70
|
|
|
$
|
0.54
|
|
|
$
|
0.52
|
|
Net income
|
|
0.49
|
|
|
0.71
|
|
|
0.43
|
|
|
0.53
|
|
||||
Diluted earnings per common share (b)
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
|
$
|
0.48
|
|
|
$
|
0.70
|
|
|
$
|
0.54
|
|
|
$
|
0.52
|
|
Net income
|
|
0.49
|
|
|
0.71
|
|
|
0.43
|
|
|
0.52
|
|
||||
Cash dividends per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
(a)
|
Amount for the fourth quarter of 2017 includes
$119 million
of tax expense attributable to tax reform enacted on December 22, 2017
, as further described in
Note 23
|
(b)
|
Earnings per share is calculated quarterly on an independent basis, therefore the total of the amounts presented for each year above may not reconcile to the annual amounts presented in
Note 20
.
|
(c)
|
Amount for the second quarter of 2016 includes
a nonrecurring tax benefit
due to a U.S. tax reserve release related to a prior-year federal return that reduced our liability for unrecognized tax benefits
, as further described in
Note 23
.
|
Exhibit
|
Description
|
|
Method of Filing
|
3.1
|
Form of Amended and Restated Certificate of Incorporation
|
|
Filed as
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of March 14, 2014, (File No. 1-3754)
, incorporated herein by reference.
|
3.2
|
Ally Financial Inc. Amended and Restated Bylaws
|
|
Filed as
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of March 22, 2016, (File No. 1-3754)
, incorporated herein by reference.
|
4.1
|
Form of Indenture dated as of July 1, 1982, between the Company and Bank of New York (Successor Trustee to Morgan Guaranty Trust Company of New York), relating to Debt Securities
|
|
Filed as Exhibit 4(a) to the Company’s Registration Statement No. 2-75115, incorporated herein by reference.
|
4.1.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(g) to the Company’s Registration Statement No. 33-4653, incorporated herein by reference.
|
4.1.2
|
Form of Second Supplemental Indenture dated as of June 15, 1987, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as Exhibit 4(h) to the Company’s Registration Statement No. 33-15236, incorporated herein by reference.
|
4.1.3
|
Form of Third Supplemental Indenture dated as of September 30, 1996, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as
Exhibit 4(i) to the Company’s Registration Statement No. 333-33183
, incorporated herein by reference.
|
4.1.4
|
Form of Fourth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as
Exhibit 4(j) to the Company’s Registration Statement No. 333-48705
, incorporated herein by reference.
|
4.1.5
|
Form of Fifth Supplemental Indenture dated as of September 30, 1998, supplementing the Indenture designated as Exhibit 4.1
|
|
Filed as
Exhibit 4(k) to the Company’s Registration Statement No. 333-75463
, incorporated herein by reference.
|
4.2
|
Form of Indenture dated as of September 24, 1996, between the Company and The Chase Manhattan Bank, Trustee, relating to Term Notes
|
|
Filed as
Exhibit 4 to the Company’s Registration Statement No. 333-12023
, incorporated herein by reference.
|
4.2.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as
Exhibit 4(a)(1) to the Company’s Registration Statement No. 333-48207
, incorporated herein by reference.
|
4.2.2
|
Form of Second Supplemental Indenture dated as of June 20, 2006, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as
Exhibit 4(a)(2) to the Company’s Registration Statement No. 333-136021
, incorporated herein by reference.
|
4.2.3
|
Form of Third Supplemental Indenture dated as of August 24, 2012, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as
Exhibit 4.1.3 to the Company’s Registration Statement No. 333-183535
, incorporated herein by reference.
|
4.2.4
|
Form of Fourth Supplemental Indenture dated as of August 24, 2012, supplementing the Indenture designated as Exhibit 4.2
|
|
Filed as
Exhibit 4.1.4 to the Company’s Registration Statement No. 333-183535
, incorporated herein by reference.
|
4.3
|
Form of Indenture dated as of October 15, 1985, between the Company and U.S. Bank Trust (Successor Trustee to Comerica Bank), relating to Demand Notes
|
|
Filed as Exhibit 4 to the Company’s Registration Statement No. 2-99057, incorporated herein by reference.
|
4.3.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(a) to the Company’s Registration Statement No. 33-4661, incorporated herein by reference.
|
4.3.2
|
Form of Second Supplemental Indenture dated as of June 24, 1986, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(b) to the Company’s Registration Statement No. 33-6717, incorporated herein by reference.
|
4.3.3
|
Form of Third Supplemental Indenture dated as of February 15, 1987, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(c) to the Company’s Registration Statement No. 33-12059, incorporated herein by reference.
|
|
|
|
|
Exhibit
|
Description
|
|
Method of Filing
|
4.3.4
|
Form of Fourth Supplemental Indenture dated as of December 1, 1988, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(d) to the Company’s Registration Statement No. 33-26057, incorporated herein by reference.
|
4.3.5
|
Form of Fifth Supplemental Indenture dated as of October 2, 1989, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as Exhibit 4(e) to the Company’s Registration Statement No. 33-31596, incorporated herein by reference.
|
4.3.6
|
Form of Sixth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as
Exhibit 4(f) to the Company’s Registration Statement No. 333-56431
, incorporated herein by reference.
|
4.3.7
|
Form of Seventh Supplemental Indenture dated as of June 9, 1998, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as
Exhibit 4(g) to the Company’s Registration Statement No. 333-56431
, incorporated herein by reference.
|
4.3.8
|
Form of Eighth Supplemental Indenture dated as of January 4, 2012, supplementing the Indenture designated as Exhibit 4.3
|
|
Filed as
Exhibit 4.1.8 to the Company’s Registration Statement No. 333-178919
, incorporated herein by reference.
|
4.4
|
Form of Indenture dated as of December 1, 1993, between the Company and Citibank, N.A., Trustee, relating to Medium Term Notes
|
|
Filed as Exhibit 4 to the Company’s Registration Statement No. 33-51381, incorporated herein by reference.
|
4.4.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.4
|
|
Filed as
Exhibit 4(a)(1) to the Company’s Registration Statement No. 333-59551
, incorporated herein by reference.
|
4.5
|
Indenture, dated as of December 31, 2008, between the Company and The Bank of New York Mellon, Trustee
|
|
Filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated as of January 2, 2009, (File No. 1-3754)
, incorporated herein by reference.
|
4.6
|
Amended and Restated Indenture, dated March 1, 2011, between the Company and The Bank of New York Mellon, Trustee
|
|
Filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754)
, incorporated herein by reference.
|
4.7
|
Form of Guarantee Agreement related to Ally Financial Inc. Senior Unsecured Guaranteed Notes
|
|
Filed as
Exhibit 4.10 to the Company’s Registration Statement No. 333-193070
, incorporated herein by reference.
|
4.8
|
Form of Fixed Rate Senior Unsecured Note
|
|
Filed as
Exhibit 4.8 to the Company’s Registration Statement No. 333-193070
, incorporated herein by reference.
|
4.9
|
Form of Floating Rate Senior Unsecured Note
|
|
Filed as
Exhibit 4.9 to the Company’s Registration Statement No. 333-193070
, incorporated herein by reference.
|
4.10
|
Form of Subordinated Indenture to be entered into between the Company and The Bank of New York Mellon, as Trustee
|
|
Filed as
Exhibit 4.11 to the Company’s Registration Statement No. 333-193070
, incorporated herein by reference.
|
4.11
|
Form of Subordinated Note
|
|
Included in Exhibit 4.10.
|
4.12
|
Second Amended and Restated Declaration of Trust by and between the trustees of each series of GMAC Capital Trust I, Ally Financial Inc., as Sponsor, and by the holders, from time to time, of undivided beneficial interests in the relevant series of GMAC Capital Trust I, dated as of March 1, 2011
|
|
Filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754)
, incorporated herein by reference.
|
4.13
|
Series 2 Trust Preferred Securities Guarantee Agreement between Ally Financial Inc. and The Bank of New York Mellon, dated as of March 1, 2011
|
|
Filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated as of March 4, 2011 (File No. 1-3754)
, incorporated herein by reference.
|
4.14
|
Indenture, dated as of November 20, 2015, between the Company and The Bank of New York Mellon, Trustee
|
|
Filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated as of November 20, 2015, (File No. 1-3754)
, incorporated herein by reference
|
4.15
|
Form of Subordinated Note
|
|
Included in Exhibit 4.14
|
Form of Ally Financial Inc. 2018 Executive Performance Plan
|
|
Filed herewith.
|
|
Form of Ally Financial Inc. 2017 Incentive Compensation Plan
|
|
Filed herewith.
|
|
|
|
|
|
Exhibit
|
Description
|
|
Method of Filing
|
10.3
|
Form of Ally Financial Inc. Employee Stock Purchase Plan
|
|
Filed as
Exhibit 3.7 to the Company's Current Report on Form 8-K dated as of March 14, 2014 (File No. 1-3754)
, incorporated herein by reference.
|
Form of Ally Financial Inc. 2017 Non-Employee Directors Equity Compensation Plan
|
|
Filed herewith.
|
|
10.5
|
Ally Financial Inc. Severance Plan, Plan Document and Summary Plan Description, as amended
|
|
Filed as
Exhibit 10.6 to the Company’s Annual Report for the period ended December 31, 2015, on Form 10-K (File No. 1-3754)
, incorporated herein by reference.
|
10.5.1
|
Amendment no. 1 to the Ally Financial Inc. Severance Plan Document and Summary Plan Description
|
|
Filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of December 29, 2017 (File No. 1-3754)
, incorporated herein by reference.
|
Ally Financial Inc. Non-Employee Directors Deferred Compensation Plan
|
|
Filed herewith.
|
|
Form of Award Agreement related to the issuance of Performance Stock Units
|
|
Filed herewith.
|
|
Form of Award Agreement related to the issuance of Restricted Stock Units
|
|
Filed herewith.
|
|
Form of Award Agreement related to the issuance of Key Contributor Stock Units
|
|
Filed herewith.
|
|
10.10
|
Form of Award Agreement related to the issuance of an Ally Leader Equity Participation Award
|
|
Filed as
Exhibit 10.10 to the Company’s Annual Report for the period ended December 31, 2016, on Form 10-K (File No. 1-03754)
, incorporated herein by reference.
|
Form of Award Agreement related to the issuance of Restricted Stock Awards
|
|
Filed herewith.
|
|
10.12
|
Consent Order, dated December 23, 2013 (Department of Justice)
|
|
Filed as
Exhibit 10.34 to the Company’s Annual Report for the period ended December 31, 2013, on Form 10-K (File No. 1-3754)
, incorporated herein by reference.
|
10.13
|
Consent Order, dated December 19, 2013 (Consumer Financial Protection Bureau)
|
|
Filed as
Exhibit 10.35 to the Company’s Annual Report for the period ended December 31, 2013, on Form 10-K (File No. 1-3754)
, incorporated herein by reference.
|
10.14
|
Stipulation and Consent to the Issuance of a Consent Order, dated December 19, 2013 (Consumer Financial Protection Bureau)
|
|
Filed as
Exhibit 10.36 to the Company’s Annual Report for the period ended December 31, 2013, on Form 10-K (File No. 1-3754)
, incorporated herein by reference.
|
Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
Ally Financial Inc. Subsidiaries as of December 31, 2017
|
|
Filed herewith.
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith.
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith.
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith.
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
Filed herewith.
|
|
101
|
The following information from our 2017 Annual Report on Form 10-K, formatted in eXtensible Business Reporting Language: (i) Consolidated Statement of Income, (ii) Consolidated Statement of Comprehensive Income, (iii) Consolidated Balance Sheet, (iv) Consolidated Statement of Changes in Equity, (v) Consolidated Statement of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
|
Filed herewith.
|
|
Ally Financial Inc.
|
|
(Registrant)
|
|
|
|
/
S
/
JEFFREY
J
.
B
ROWN
|
|
Jeffrey J. Brown
|
|
Chief Executive Officer
|
/
S
/
J
EFFREY
J
.
B
ROWN
|
|
/
S
/ C
HRISTOPHER
A. H
ALMY
|
Jeffrey J. Brown
|
|
Christopher A. Halmy
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
/
S
/
D
AVID
J
.
D
E
B
RUNNER
|
|
|
David J. DeBrunner
|
|
|
Vice President, Chief Accounting Officer, and
Corporate Controller
|
|
|
/
S
/
F
RANKLIN
W
.
H
OBBS
|
|
Franklin W. Hobbs
Ally Chairman
|
|
|
|
/
S
/
K
ENNETH
J
.
B
ACON
|
|
Kenneth J. Bacon
Director
|
|
|
|
/
S
/
R
OBERT
T
.
B
LAKELY
|
|
Robert T. Blakely
Director
|
|
|
|
/
S
/
M
AUREEN
A
.
B
REAKIRON-
E
VANS
|
|
Maureen A. Breakiron-Evans
Director
|
|
|
|
/
S
/
J
EFFREY
J
.
B
ROWN
|
|
Jeffrey J. Brown
Chief Executive Officer and Director
|
|
|
|
/
S
/
W
ILLIAM
H
.
C
ARY
|
|
William H. Cary
Director
|
|
|
|
/
S
/
M
AYREE
C
.
C
LARK
|
|
Mayree C. Clark
Director
|
|
|
|
/
S
/
K
IM
S
.
F
ENNEBRESQUE
|
|
Kim S. Fennebresque
Director
|
|
|
|
/
S
/
M
ARJORIE
M
AGNER
|
|
Marjorie Magner
Director
|
|
|
|
/
S
/
J
ACK
J
.
S
TACK
|
|
John J. Stack
Director
|
|
|
|
/
S
/
M
ICHAEL
F
.
S
TEIB
|
|
Michael F. Steib
Director
|
|
2.1.
|
“
Affiliate
” means (a) any entity that owns or controls, is owned or controlled by, or is under common control with, the Company and (b) any entity in which the Company, directly or indirectly, has a significant equity interest; in each case as determined by the Committee.
|
2.2.
|
“
Award
” shall mean the amount of the Incentive Award paid to a Participant pursuant to the Plan.
|
2.3.
|
“
Board
” shall mean the board of directors of the Company.
|
2.4.
|
“
Cause
” shall have the meaning set forth in the Incentive Compensation Plan (without regard to the reference to a Participant’s Award Agreement (as defined in the Incentive Compensation Plan)), unless the Committee provides otherwise at the time it makes its designations under Section 4.1. In addition, failure to promptly repay any Award that is determined to be owed to the Company pursuant to Section 5.12 below shall also constitute Cause.
|
2.5.
|
“
Code
” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder.
|
2.6.
|
“
Committee
” shall mean the Compensation, Nominating and Governance Committee of the Board or such other committee as may be designated by the Board to administer the Plan, or if no committee is designated, the Board.
|
2.7.
|
“
Disability
” shall have the meaning set forth in the Incentive Compensation Plan, unless the Committee provides otherwise at the time it makes its designations under Section 4.1.
|
2.8.
|
“
Incentive Award
” shall mean an amount equal to 2.0%, in the case of the Company’s Chief Executive Officer and 1.0%, in the case of each other Participant, of the Company’s Pre-Tax Income for each full calendar year in the Performance Period (proportionately adjusted for any portion of the Performance Period that is less than a full calendar year).
|
2.9.
|
“
Incentive Compensation Plan
” shall mean the Ally Financial Inc. Incentive Compensation Plan, as amended and restated from time to time, or any successor plan thereof.
|
2.10.
|
“
Pre-Tax Income
” shall mean income from continuing operations before income tax expense on a consolidated basis as defined for purposes of the Company’s audited financial statements for the applicable year, adjusted to eliminate the effect of: (a) changes in law applicable to the Company or any of its Affiliates measured based on the effect of the changes on revenue, income, assets and liabilities demonstrably caused by such changes in law, (b)
|
2.11.
|
“
Participant
” shall mean the Company’s Chief Executive Officer and each other senior officer of the Company or an Affiliate selected by the Committee pursuant to Section 4.1 to participate in this Plan.
|
2.12.
|
“
Performance Period
” shall mean the Company’s fiscal year or such longer or shorter period that the Committee, in its sole discretion, may establish,
provided
that no Performance Period shall be more than five years in length or shorter than one fiscal quarter (or if shorter, a short fiscal year).
|
2.13.
|
“
Qualifying Termination
” shall have the meaning set forth in the Incentive Compensation Plan.
|
2.14.
|
“
Retirement
” shall have the meaning set forth in the Incentive Compensation Plan, unless the Committee provides otherwise at the time it makes its designations under Section 4.1.
|
2.15.
|
“
Termination of Service
” shall have the meaning set forth in the Incentive Compensation Plan.
|
3.1.
|
Eligibility
. The individuals eligible to be selected to participate in the Plan shall be the Company’s Chief Executive Officer and any other senior officer of the Company or an Affiliate.
|
3.2.
|
Administration
. (a) The Plan shall be administered by the Committee. To the extent necessary to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are independent, within the meaning of and to the extent required by applicable rulings and interpretations of the principal stock market or exchange on which the Shares are quoted or traded and each an outside director within the meaning of Section 162(m) of the Code. To the extent permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, including the applicable provisions of Section 162(m) of the Code, the Committee may delegate to one or more members of the Committee the authority to take actions on its behalf pursuant to the Plan. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants to whom Incentive Awards may from time to time be granted hereunder; (ii) certify the calculation of Pre-Tax Income and the amount of the Incentive Award payable to each Participant in respect of each Performance Period; (iii) determine the times when Incentive Awards shall be paid and the forms of such payment; (iv) in connection with the determination of the amount of each Incentive Award, determine whether and to what extent the Incentive Award shall be reduced based on such factors as the Committee deems appropriate in its discretion; (v) determine whether payment of Awards may be deferred by Participants in a manner consistent with Section 409A of the Code; (vi) determine the other terms and conditions of each Incentive Award, including the length of the Performance Period; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Incentive Award made under, the Plan; (viii) establish, amend,
|
4.1.
|
Performance Period; Participants
. Not later than 90 days after the commencement of each fiscal year of the Company, the Committee shall, in writing (i) designate one or more Performance Periods for the Incentive Awards granted in connection with such fiscal year,
provided
that any Performance Period of less than one year shall be designated no later than the date on which 25% of such Performance Period has lapsed, (ii) designate the Participants for such Incentive Awards and Performance Period(s), and (iii) specify any adjustments to the definitions of Cause, Disability and Retirement for those Incentive Awards and Performance Period(s). Notwithstanding the foregoing but subject to applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, if a person becomes eligible to participate in the Plan after the Committee has made its initial designation of Participants, such individual may become a Participant if so designated in writing by the Committee.
|
4.2.
|
Certification
. Promptly after the date on which the necessary financial or other information for each Performance Period becomes available, the Committee shall certify, in writing, the amount of the Incentive Award for each Participant for such Performance Period and, by operation of the Plan, such certification shall necessarily include a certification that the performance goals and other material terms relating to the Incentive Award were in fact satisfied.
|
4.3.
|
Payment of Incentive Awards
. The amount of the Incentive Award actually paid to a Participant shall be determined by the Committee in its sole discretion based on such factors as it deems appropriate, including the Participant’s achievement of one or more of the performance measures enumerated in the Incentive Compensation Plan and the provisions of Section 4.4 of the Plan,
provided
that the actual Award shall not exceed the Incentive Award with respect to such Participant. The Award determined by the Committee for a Participant shall be paid in cash or equity or equity-based awards under a shareholder-approved equity plan of the Company (including the Incentive Compensation Plan), or in a combination of cash and equity or equity-based awards. If the Committee determines that all or a portion of the Participant’s Award for a Performance Period is to be paid in the form of equity or equity-based awards, then for purposes of determining the number of shares subject to such Award, the Committee shall value (i) restricted stock, restricted stock units or other full-value share awards at the fair value of the award on the date of grant and (ii) options and stock appreciation rights at their fair value on the date of grant, as expensed by the Company under applicable accounting rules for purposes of the Company’s financial statements. Notwithstanding the foregoing, the Fair Market Value (as defined in the Incentive Compensation Plan) of any equity or equity-based awards comprising an Award (and in the case of Performance Awards (as defined in the Incentive Compensation Plan), the maximum award assuming attainment of the applicable performance measures), plus any cash paid to any Participant as an Award for the applicable Performance Period pursuant to the Plan shall not exceed such Participant’s Incentive Award for such Performance Period. Payment to each Participant shall be made no later than the fifteenth day of the third month following the end
|
4.4.
|
Changes in Employment
. If a person becomes a Participant during a Performance Period after the Committee has made its initial designation of Participants for such Performance Period as specified in Section 4.1, or if, during a Performance Period, a Participant incurs a Termination of Service by reason of death, Disability or Retirement, or if the Participant incurs a Termination of Service by the Company without Cause or otherwise in a Qualifying Termination, the Incentive Award payable to such a Participant may, in the discretion of the Committee, be proportionately reduced based on the period of actual employment during the applicable Performance Period. For the avoidance of doubt, if a Participant’s Termination of Service is not described in the foregoing sentence, all unpaid Incentive Awards shall be forfeited upon his or her Termination of Service.
|
5.1.
|
Amendment and Termination of the Plan
. Except to the extent prohibited by applicable law, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time as the Board shall deem advisable;
provided
,
however
, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval, if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, including Section 162(m) of the Code, or the rules or regulations of the stock market or exchange, if any or (ii) the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 5.12. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.
|
5.2.
|
Section 162(m) of the Code
. The provisions of this Plan shall be administered and interpreted in accordance with Section 162(m) of the Code to ensure the deductibility by the Company of the payment of Incentive Awards.
|
5.3.
|
Restrictions on Transfer
. No Incentive Award under the Plan shall be assignable or transferable by the Participant thereof, except by will or by the laws of descent and distribution, unless the Committee shall elect to permit such an assignment or transfer in its sole discretion.
|
5.4.
|
Tax Withholding
. The Company or an Affiliate shall be authorized to make all payments or distributions pursuant to the Plan to a Participant, net of any applicable federal, state and local taxes due in respect of an Award. The Company or an Affiliate shall be authorized to withhold from wages, Awards or other amounts otherwise payable to such Participant such withholding taxes required by law, or to otherwise require the Participant to pay such withholding taxes. If the Participant shall fail to make such tax payments as are required, the Company or an Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary in the opinion of the Company to satisfy such withholding obligations.
|
5.5.
|
Right of Discharge Reserved; Claims to Incentive Awards
. Nothing in this Plan shall provide any Participant a right to receive any Incentive Award or payment under the Plan with respect to a Performance Period. Nothing in the Plan nor the grant of an Incentive Award shall be construed as conferring upon any Participant the right to be retained in the employ of, or to
|
5.6.
|
Nature of Payments
. All Incentive Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or an Affiliate, division or business unit of the Company. Any income or gain realized pursuant to Incentive Awards under the Plan constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or an Affiliate except as may be determined by the Committee or by the Board or board of directors of the applicable Affiliate.
|
5.7.
|
Other Plans
. Nothing contained in the Plan shall prevent the Board or the Company from adopting or continuing in effect other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.
|
5.8.
|
Severability
. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in whole or in part in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
5.9.
|
Construction
. As used in the Plan, (a) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation” and (b) reference to the “Code” or any other law includes any successor provisions or amendments thereto.
|
5.10.
|
Unfunded Status of the Plan
. The Plan is intended to constitute an “unfunded” plan for incentive compensation and neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
|
5.11.
|
Regulatory Compliance
. Awards hereunder may be subject to the requirements of any federal, State or other statute, regulation or other law that may govern executive compensation and apply to the Company. Notwithstanding any provision of Section 5.1 to the contrary, the Company shall have the right to change this Plan or any Award, or interpret their respective provisions, so as to comply with such requirements.
|
5.12.
|
Clawback
. Notwithstanding any provision of this Plan to the contrary, any Award, whether paid in cash or share-based awards, is subject to being forfeited or called for repayment to the Company in accordance with the Company’s policy on the reduction and recoupment of incentive compensation, as in effect from time to time, and as required by any federal law or regulation that may govern executive compensation and apply to the Company and its Affiliates.
|
5.13.
|
Governing Law
. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.
|
5.14.
|
Effective Date of Plan
. The Plan shall be effective as of January 1, 2018, subject to approval by the shareholders of the Company, and shall remain in effect until the termination of the Plan in accordance with Section 5.1.
|
5.15.
|
Captions
. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
|
(A)
|
“
Affiliate
” means (i) any entity that owns or controls, is owned or controlled by, or is under common control with, the Company and (ii) any entity in which the Company, directly or indirectly, has a significant equity interest; in each case as determined by the Committee.
|
(B)
|
“
Award
” means any Option, SAR, Restricted Stock, RSU, Performance Award or Other Stock-Based Award granted under the Plan (including any Replacement Award).
|
(C)
|
“
Award Agreement
” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
|
(D)
|
“
Beneficiary
” means a person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.
|
(E)
|
“
Board
” means the board of directors of the Company.
|
(F)
|
“
Business Unit
” means a single business or product line or related group of businesses or product lines of the Company that, in the ordinary course of the Company’s business, managerial and financial reporting are considered and managed as a division.
|
(G)
|
“
Cause
” means, with respect to any Participant, “cause” as defined in any employment agreement between such Participant and the Company or an Affiliate, if any, or if not so defined, except as otherwise provided in such Participant’s Award Agreement, such Participant’s:
|
(i)
|
conviction for a felony or misdemeanor involving moral turpitude;
|
(ii)
|
failure to perform any material responsibility of the leadership position, unless due to death or Disability;
|
(iii)
|
a course of conduct, which would tend to hold the Company or any of its Affiliates in disrepute or scandal, as determined by the Board in its sole discretion;
|
(iv)
|
failure to follow lawful directions of the Board;
|
(v)
|
any material breach of fiduciary duty to the Company;
|
(vi)
|
gross negligence in the performance or nonperformance of duties to the Company or an Affiliate;
|
(vii)
|
willful misconduct in the performance or nonperformance of duties to the Company or an Affiliate;
|
(viii)
|
failure to comply with a material policy of the Company or an Affiliate;
|
(ix)
|
any act of fraud, theft, or dishonesty;
|
(x)
|
breach of any restrictive covenants set forth in Section 13; or
|
(xi)
|
failure to promptly repay any Award payment that is determined to be owed to the Company pursuant to Section 14(h) below.
|
(H)
|
“
Change in Control
” means the occurrence of any one or more of the following events:
|
(i)
|
any “person” (as defined in Section 13(d) of the Exchange Act), other than an employee benefit plan or trust maintained by the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors;
|
(ii)
|
at any time during a period of 30 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board;
provided
that, notwithstanding the foregoing, no such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or “person” other than the Board shall in any event be considered to be a director in office at the beginning of such period; or
|
(iii)
|
the consummation of (A) a merger, consolidation, or reorganization of the Company or any of its subsidiaries with any other corporation or entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least a majority of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent outstanding immediately after such merger or consolidation, (B) any sale, lease, exchange or other transfer to any “person” (other than an affiliate of the Company) of assets of the Company and/or any of its subsidiaries, in one transaction or a series of related transactions, having a total gross fair market value that is greater than 50% of the total gross fair market value of the Company and its subsidiaries immediately prior to such transaction(s) or (C) the liquidation or dissolution of the Company.
|
(I)
|
“
Code
” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder.
|
(J)
|
“
Committee
” means the Compensation, Nominating and Governance Committee of the Board or such other committee as may be designated by the Board to administer the Plan, or if no committee is designated, the Board.
|
(K)
|
“
Competitive Activity
” means an activity that is in direct competition with the Company or any of its Affiliates in any of the states within the United States, or countries within the world, in which the Company or any of its Affiliates conducts business with respect to a business in which the Company or any of its Affiliates engaged or was preparing to engage during employment and on the date of the Termination of Service.
|
(L)
|
“
Covered Employee
” means an individual who, for a given fiscal year, (i) is either a “covered employee” or expected by the Committee to be a “covered employee,” in each case within the
|
(M)
|
“
Disability
” means, with respect to any Participant, except as may otherwise be provided in such Participant’s Award Agreement:
|
(i)
|
a long-term disability that entitles the Participant to disability income payments under any long-term disability plan or policy provided by the Company under which the Participant is covered, as such plan or policy is then in effect; or
|
(ii)
|
if such Participant is not covered under a long-term disability plan or policy provided by the Company at such time for whatever reason, then the term “
Disability
” means disability within the meaning of Treasury Reg. Sec. 1.409A-3(i)(4).
|
(N)
|
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.
|
(O)
|
“
Fair Market Value
” means (i) with respect to a Share, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(P)
|
“
Incentive Stock Option
” means an option representing the right to purchase Shares from the Company, granted in accordance with the provisions of Section 6, which meets the requirements of Section 422 of the Code.
|
(Q)
|
“
Non-Qualified Stock Option
” means an option representing the right to purchase Shares from the Company, granted in accordance with the provisions of Section 6, that is not an Incentive Stock Option.
|
(R)
|
“
Option
” means an Incentive Stock Option or a Non-Qualified Stock Option.
|
(S)
|
“
Other Stock-Based Award
” means an Award granted in accordance with the provisions of Section 10.
|
(T)
|
“
Participant
” means the recipient of an Award granted under the Plan.
|
(U)
|
“
Performance Award
” means an Award granted in accordance with the provisions of Section 9.
|
(V)
|
“
Performance Period
” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.
|
(W)
|
“
Performance Plan
” means the Ally Financial Inc. Executive Performance Plan, as amended from time to time.
|
(X)
|
“
Qualifying Termination
” means a Termination of Service as a result of any of the following:
|
(i)
|
Elimination of Participant’s current position, termination associated with the reduction in the total number of employees in the same department performing the same or similar job as Participant, or termination associated with a restructuring of
|
(ii)
|
Substantial change in current duties for which the Participant no longer qualifies;
|
(iii)
|
Substantial change in Participant’s current duties which results in a twenty percent (20%) or more reduction in salary; or
|
(iv)
|
Declining a geographic transfer of the Participant’s current position in connection with the elimination of the Participant’s current position to a new position at a location more than 50 miles from the location of Participant’s current position, regardless of whether the Participant was offered reimbursement of relocation expenses.
|
(Y)
|
“
Replacement Award
” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or an Affiliate with which the Company or an Affiliate, directly or indirectly, combines.
|
(Z)
|
“
Retirement
” means, except as may otherwise be provided in such Participant’s Award Agreement, Termination of Service other than for Cause following attainment of (i) age 55, and the total of age and years of service to the Company and its Affiliates equals or exceeds 70, or (ii) age 65.
|
(AA)
|
“
Restricted Stock
” means any Share granted in accordance with the provisions of Section 8.
|
(AB)
|
“
RSU
” means a contractual right, granted in accordance with the provisions of Section 8, that is denominated in Shares. Each RSU represents a right to receive the value of one Share. Awards of RSUs may include the right to receive dividend equivalents.
|
(AC)
|
“
Sale of a (or such) Business Unit
” means whether effected directly or indirectly, or in one transaction or a series of transactions:
|
(i)
|
any merger, consolidation, reorganization or other business combination pursuant to which a Business Unit and an acquirer and/or all or a substantial portion of their respective business operations are combined in a manner that results in a “change in control” of the Business Unit (utilizing the criteria described in Section 2(h)(i) or (iii) but substituting Business Unit for Company); or
|
(ii)
|
the sale, transfer or other disposition of all or substantially all of the assets of the Business Unit or the capital stock of the subsidiaries of the Company comprising the Business Unit by way of negotiated purchase, tender or exchange offer, option, leveraged buyout, joint venture over which the Company does not exercise voting control or otherwise.
|
(AD)
|
“
SAR
” means any right, granted in accordance with the provisions of Section 7, to receive upon exercise by a Participant or settlement the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.
|
(AE)
|
“
Section 162(m) Compensation
” means “qualified performance-based compensation,” within the meaning of Section 162(m) of the Code.
|
(AF)
|
“
Shares
” means shares of the Company’s common stock.
|
(AG)
|
“
Termination of Service
” means, in the case of a Participant who is an employee of the Company or an Affiliate, cessation of the employment relationship such that the Participant is no longer an employee of the Company or Affiliate, or, in the case of a Participant who is an independent contractor or other service provider, the date the performance of services for the
|
(A)
|
Any employee of the Company or any Affiliate is eligible to be selected to receive an Award under the Plan.
|
(B)
|
Holders of options and other types of awards granted by a company or other business that is acquired by the Company or with which the Company combines are eligible for grants of Replacement Awards under the Plan.
|
(A)
|
The Plan shall be administered by the Committee. To the extent necessary to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the principal stock market or exchange on which the Shares are quoted or traded; (ii) each a non-employee director within the meaning of Rule 16b-3 under the Exchange Act; and (iii) each an outside director within the meaning of Section 162(m) of the Code. The Board may designate one or more directors as a subcommittee who may act for the Committee if necessary to satisfy the requirements of this Section. To the extent permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, the Committee may delegate to one or more members of the Committee or officers of the Company (including any subcommittee of the Committee or committee of officers) the authority to grant Awards, including off- cycle, new hire, promotion or retention Awards, except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of the Exchange Act or any Award that is intended to qualify as Section 162(m) Compensation. The Committee may establish rules for the administration of the Plan.
|
(B)
|
Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Replacement Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (v) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to Awards under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee in a manner consistent with Section 409A of the Code; (vi) determine the other terms and conditions of any Award; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and procedures as it shall deem appropriate for the proper administration of the Plan; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem
|
(C)
|
All decisions of the Committee shall be final, conclusive and binding upon all parties or entities, including the Company, its shareholders, any Affiliate, and Participants, Beneficiaries and any person claiming any benefit or right under an Award or under the Plan.
|
(A)
|
Subject to adjustment as provided in Section 5(d), the maximum number of Shares available for issuance under the Plan shall not exceed 30,430,588 Shares in the aggregate. Such maximum number shall not take into account any Shares relating to Replacement Awards.
|
(B)
|
Subject to adjustment as provided in Section 5(d), no Participant may be granted in any single fiscal year:
|
(i)
|
Options and SARs that relate to more than 2,000,000 Shares;
|
(ii)
|
(A) Performance Awards denominated in Shares (other than Performance Awards granted in the form of Options or SARs) which could result in delivery to the Participant of more than 1,000,000 Shares under the operation of the applicable performance goal or formula and (B) Performance Awards denominated in cash which could result in a payout to the Participant of more than $10,000,000 under the operation of the applicable performance goal or formula.
|
(C)
|
If any Award is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated, lapsed or cash-settled Award shall again be available for grant under the Plan. In the event that withholding tax liabilities arising from an Award other than an Option or SAR are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes upon settlement of an Option or SAR, (ii) any Shares tendered or withheld to pay the exercise price of Options, (iii) any Shares subject to a SAR that are not issued in connection with its stock settlement on exercise thereof, and (iv) any Shares reacquired by
|
(D)
|
In the event that the Committee determines that, as a result of any special or extraordinary dividend or distribution (whether in the form of cash, Shares or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off or other sale of one or more entities or assets, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or as a result of changes in applicable law, stock market or exchange rules or accounting or tax rules, an adjustment is necessary or appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably so as to ensure no undue enrichment or harm, (including by payment of cash) any or all of:
|
(i)
|
the number and type of Shares (or other securities) or the amount of cash which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and Section 5(b), respectively;
|
(ii)
|
the number and type of Shares (or other securities) subject to outstanding Awards (including, as necessary or appropriate, any applicable performance targets or criteria with respect thereto); and
|
(iii)
|
the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;
provided
,
however
, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
|
(E)
|
Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
|
(A)
|
The exercise price per Share under an Option shall be determined by the Committee;
provided
,
however
, that, except in the case of Replacement Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.
|
(B)
|
The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. Other than for Incentive Stock Options, if the Option would expire when trading in Shares is prohibited by law or the Company’s insider trading policy, the term shall extend to 30 days subsequent to the termination of the prohibition.
|
(C)
|
The Committee shall determine the time or times at which an Option may be exercised in whole or in part.
|
(D)
|
The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect thereto may be made or satisfied.
|
(E)
|
The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code.
|
(F)
|
No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options.
|
(A)
|
SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.
|
(B)
|
The exercise or hurdle price per Share under a SAR shall be determined by the Committee;
provided
,
however
, that, except in the case of Replacement Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR (or if granted in connection with an Option, on the date of grant of such Option).
|
(C)
|
The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. If the SAR would expire when trading in Shares is prohibited by law or the Company’s insider trading policy, the term shall extend to 30 days subsequent to the termination of the prohibition.
|
(D)
|
The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.
|
(E)
|
The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the amount owing upon exercise or settlement of an SAR may be made or satisfied.
|
(F)
|
No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs.
|
(A)
|
Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Without limiting the generality of the foregoing, if the Award relates to Shares on which dividends are declared during the period that the Award is outstanding, the Award shall not provide for the payment of such dividend (or a dividend equivalent) to the Participant prior to the time at which such Award, or applicable portion thereof, becomes nonforfeitable.
|
(B)
|
Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.
|
(C)
|
At the discretion of the Committee, any Restricted Stock or RSU may be designed as a Performance Award and shall be subject only to Section 9. If and to the extent that the Committee intends that an Award granted under this Section 8 shall qualify as Section 162(m) Compensation, such Award must be structured in accordance with the requirements of Section 9, including the performance criteria set forth therein and the Award limitations set forth in Section 5(b), and any such Award shall be considered a Performance Award for purposes of the Plan.
|
(D)
|
The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code.
|
(E)
|
The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU may be made.
|
(A)
|
Performance Awards may be denominated as a cash amount, number of Shares or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. If the Performance Award relates to Shares on which dividends are declared prior to vesting, the Performance Award shall not provide for the payment of such dividend (or dividend equivalent) to the Participant prior to the time at which such Performance Award, or applicable portion thereof, is vested.
|
(B)
|
If the Committee intends that a Performance Award qualify as Section 162(m) Compensation, for purposes of, and pursuant to, this Plan, such Performance Award shall include one or more pre-established, objective performance goals, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases or decreases or the maintenance of the status quo, in each case as determined by the Committee, one or more of the following performance measures with respect to the Company, its Affiliates, or its Business Units: overhead costs, general and administration expense, market price of a Share, cash flow, reserve value, net asset value, book value, earnings, net income, operating income, cash from operations, revenue growth, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), net capital employed, return on assets, stockholder return, reserve replacement, return on equity, return on capital employed, production, assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified goals relating to acquisitions or divestitures, as consistently applied by the Company where applicable. Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments and may be based on a ratio or separate calculation of any performance criteria. Relative performance may be measured against a group of peer companies, a financial market index, one or more of the performance goals themselves, a previous period’s results or other acceptable objective and quantifiable data or other information. Performance criteria that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“
GAAP
”) or may be based on, or able to be derived from GAAP (including core or operating metrics), and may be adjusted when established (or to the extent permitted under Section 162(m) of the Code, at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP. If the Committee determines that a change in the business, operations, structure (including capital structure) of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives, the related minimum acceptable level of achievement or the length of the Performance Period, in each case in whole or in part, as the Committee deems appropriate and
|
(C)
|
Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement or any combination thereof, in the discretion of the Committee. Performance Awards will be settled only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award but may not exercise discretion to increase any amount payable to a Covered Employee in respect of a Performance Award intended to qualify as Section 162(m) Compensation.
|
(A)
|
If a Participant incurs a Termination of Service as a result of his death or Disability:
|
(i)
|
all unvested Awards shall become vested and nonforfeitable as of the date of such Termination of Service;
|
(ii)
|
any such Awards that are Performance Awards for which the applicable performance period has not elapsed, shall vest at the target level of performance;
|
(iii)
|
Awards other than SARs and Options shall be settled within 75 days of becoming nonforfeitable; and
|
(iv)
|
Options and SARs shall become immediately exercisable as of the date of the Termination of Service and remain outstanding until the first anniversary of the date of such Termination of Service.
|
(B)
|
Notwithstanding any other provision of the Plan or any Award Agreement, if a Participant incurs a Termination of Service by the Company for Cause, all Awards shall be immediately cancelled.
|
(C)
|
If (A) a Participant’s Termination of Service is by reason of Retirement, (B) in the case of a Participant employed by a Business Unit, a Participant’s Termination of Service is by reason of a Sale of such Business Unit, or (C) a Participant who is employed primarily in connection with a Business Unit but incurs a Termination of Service without Cause by the Company or a Qualifying Termination solely as a result of a Sale of such Business Unit (as determined by the Committee) during the 24-month period immediately following the Sale of such Business Unit:
|
(i)
|
all unvested Awards shall become vested and nonforfeitable on the date of such Termination of Service;
|
(ii)
|
Awards other than Options and SARs shall be settled in accordance with their terms (including all applicable restrictive covenants); and
|
(iii)
|
Any vested Options and SARs shall become immediately exercisable as of the date of the Termination of Service and shall remain outstanding until the earlier of (x) the
|
(D)
|
If a Participant incurs a Termination of Service by the Company without Cause or otherwise as a result of a Qualifying Termination in circumstances that are not covered by Section 11(c):
|
(i)
|
all unvested Awards, other than those portions of any Award scheduled to become nonforfeitable within the 12 months following the date of Termination of Service, shall be forfeited;
|
(ii)
|
Awards and portions thereof not forfeited in accordance with Section 11(d)(i) above shall become vested and nonforfeitable on the date of the Termination of Service;
|
(iii)
|
Awards other than Options and SARs shall be settled in accordance with their terms (including all applicable restrictive covenants); and
|
(iv)
|
Options and SARs shall become immediately exercisable as of the date of the Termination of Service and shall remain outstanding until the earlier of (x) the expiration of such Options or SARs and (y) the first anniversary of the date of such Termination of Service.
|
(E)
|
If a Participant’s Termination of Service is not described in Sections 11(a)-(d), all unvested Awards shall be forfeited upon Termination of Service.
|
(i)
|
outstanding Options and SARs shall be treated as described in subsection (a) below;
|
(ii)
|
outstanding Restricted Stock and RSUs and Other Stock-Based Awards which are not Performance Awards shall be treated as described in subsection (b) below; and
|
(iii)
|
outstanding Performance Awards will be treated as described in subsection (c) below.
|
(A)
|
(i) If in connection with the Change in Control, any outstanding Option or SAR is not continued in effect or converted into an option to purchase or right with respect to stock of the Company or the survivor or successor (or its parent) in a manner that complies with Sections 424 and 409A of the Code, such outstanding Option(s) and SAR(s) shall fully vest and become nonforfeitable and exercisable (in a manner consistent with the terms of the Award) upon such Change in Control;
provided
that (x) Options and SARs that are “in-the-money” as of the date of such Change in Control may be cancelled in exchange for payment of the applicable intrinsic value of such Options and SARs in the form of cash, Shares or other property (or a combination thereof) and (y) Options and SARs that are “out-of-the-money” as of the date of such Change in Control may be cancelled without the payment of any consideration to the Participant.
|
(B)
|
(i) If in connection with the Change in Control, any outstanding Restricted Stock, RSU, or Other Stock-Based Award is not continued in effect or converted into restricted stock or restricted stock units with respect to the stock of the Company or the survivor or successor (or its parent), such outstanding Restricted Stock, RSU and Other Stock-Based Award shall fully vest, and become nonforfeitable, upon such Change in Control.
|
(C)
|
Upon a Change in Control, outstanding Performance Awards will be converted into time-based restricted stock, restricted stock units or a cash award having a value. The (i) number of Shares underlying any such time-based restricted stock or restricted stock unit awards and (ii) value of any such cash awards, as applicable, will be determined (x) based on actual performance of the applicable performance goals as of the date of such Change in Control if the Change in Control occurs more than halfway through the Performance Period and performance is measurable at such time (as determined in the discretion of the Committee) or (y) assuming the applicable performance goals were achieved at target, if the Change in Control occurs within the first half of the Performance Period or performance is not measurable at such time (as determined in the discretion of the Committee). The restricted stock, restricted stock units or cash award (as applicable) shall vest and be settled in accordance with Section 12(b).
|
(D)
|
For an Award to be validly continued or converted by the Company, survivor, or successor (or its parent) for purposes of this Section 12, the continued or converted award must: (i) provide the Participant with rights and entitlements substantially equivalent to or better than the rights and entitlements, applicable under the corresponding Award, including identical or better exercise or vesting schedules; (ii) have substantially equivalent value to the corresponding Award (determined in the discretion of the Committee at the time of the Change in Control); and (iii) if the corresponding Award is denominated in Shares, the continued or converted award must be denominated in equity securities that are traded on an established U.S. securities market, or an established securities market outside the United States upon which the Participants could readily trade such equity securities without administrative burdens or complexities (as determined by the Committee in its discretion).
|
(E)
|
This Section 12(e) shall apply if a Participant would be entitled to amounts under the Plan which, together with any other payments or benefits to such Participant, would constitute a “parachute payment” as defined in Section 280G of the Code. Notwithstanding any provision of this Plan or any Award, payments in respect of any Award will be reduced (after first reducing any cash payment, excluding any cash payment with respect to the acceleration of any Award, that is otherwise payable to the Participant and exempt from Section 409A of the Code and then reducing any other payments or benefits otherwise payable to the Participant on a
pro rata
basis or in such other manner that complies with Section 409A of the Code) if and to the extent that such reduction would result in a greater “
Net After-Tax Amount
,” as hereinafter defined, than such Participant would be entitled to in the absence of such reduction. For purposes hereof, “
Net After-Tax Amount
” shall mean the net amount of all
|
(A)
|
At all times that any Award is outstanding, and for a period of 24 months after the Termination of Service, Participant shall not at any time, directly or indirectly, whether on behalf of himself or herself or any other person or entity (i) solicit any client or customer of the Company or any Affiliate with respect to a Competitive Activity;
provided
,
however
, that a subsidiary, division, segment, unit, etc., of the Participant’s subsequent employer(s) being in direct competition with the Company or any Affiliate shall not constitute a Competitive Activity so long as the Participant has no direct or indirect responsibility or involvement in such subsidiary, division, segment, unit, etc., or (ii) solicit or employ any employee of the Company or any Affiliate, or any person who was an employee of the Company or any Affiliate during the 60-day period immediately prior to the Participant’s Termination of Service, for the purpose or with the effect of causing such employee to terminate his or her employment with the Company or such Affiliate.
|
(B)
|
Participant shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any of its Affiliates, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company owes an obligation not to disclose such information, which he or she acquires during his or her employment with the Company and its Affiliates, including records kept in the ordinary course of business, except:
|
(i)
|
as such disclosure or use may be required or appropriate in connection with his or her work as an employee of the Company; or
|
(ii)
|
when required to do so by a court or other governmental authority with apparent jurisdiction to order him or her to divulge, disclose or make accessible such information; or
|
(iii)
|
as to such confidential information that become generally known to the public or trade without his or her violation of this covenant;
|
(iv)
|
to the Participant’s spouse, attorney, or his or her personal tax and financial advisors as reasonably necessary or appropriate to advance the Participant’s tax, financial and other personal planning (each an “
Exempt Person
”),
provided
,
however
, that any disclosure or use of any trade secret or proprietary or confidential information of the Company by an Exempt Person shall be deemed to be a breach of this Section 13(b) by the Participant.
|
(C)
|
Participant shall not make any statements or express any views that disparage the business reputation or goodwill of the Company or any of its Affiliates, investors, shareholders, officers, or employees.
|
(D)
|
If a Participant violates or threatens to violate any provisions of this Section 13, the Company shall not have an adequate remedy at law. Accordingly, the Company shall be entitled to such equitable and injunctive relief, without the posting of a bond, as may be available to restrain the Participant and any business, firm, partnership, individual, corporation or entity participating in the breach or threatened breach from the violation of the provisions of this Section 13. Nothing in the Plan shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for breach or threatened breach of this Section 13, including the recovery of damages. If the Company is successful in enforcing its rights under this provision, the affected Participant shall reimburse the Company for its legal fees and costs associated with such enforcement action.
|
(A)
|
Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
|
(B)
|
Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
|
(C)
|
Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. Any such payment shall comply with Section 409A of the Code and any similar tax rules.
|
(D)
|
Except as may specifically be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 14(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative,
provided
,
however
, that the Committee shall not permit, and an Award Agreement shall not provide for, any outstanding Award to be transferred or transferable to a third party for value or consideration without the approval of shareholders. The provisions of this Section 14(d) shall not apply to any Award to the extent exercised or settled, as the case may be, and shall not preclude forfeiture, recoupment of recovery of an Award in accordance with the terms thereof.
|
(E)
|
A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.
|
(F)
|
All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities and other laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(G)
|
Notwithstanding anything to the contrary, except as provided in Section 5(d) or in connection with a Change in Control, the Committee shall not without the approval of the Company’s shareholders (i) reduce the exercise price per Share of an Option or SAR after it is granted or take any other action that would be treated as a repricing of such Award under the rules of the principal U.S. stock market on which the Company’s Shares are traded, or (ii) cancel an Option or SAR when the exercise price per Share exceeds the Fair Market Value in exchange for cash or another Award.
|
(H)
|
Despite any other provision of the Plan, the Committee shall have full authority to implement any policies and procedures necessary to comply with and otherwise to cause the Company’s compliance with Section 10D of the Exchange Act, Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, any rules promulgated under those statues and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback, recovery or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law, stock market or exchange rules and regulations, accounting or tax rules and regulations, or any applicable Company policy or arrangement, and shall, to the extent required, cancel, recoup, recover or require reimbursement of any Awards granted to the Participant or any Shares issued or cash or other property received upon vesting, exercise or settlement of any such Awards or sale of Shares or other property underlying such Awards.
|
(A)
|
Except to the extent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time as the Board shall deem advisable;
provided
,
however
, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval, if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, or the rules or regulations of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(d) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 14(h). Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.
|
(B)
|
The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an
|
(C)
|
Except as provided in Section 9, the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
|
(A)
|
No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
|
(B)
|
Nothing in the Plan nor the grant of an Award shall be construed as conferring upon any Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant (or demote a Participant or exclude a Participant from future Awards under the Plan), free from liability, or any claim under the Plan, unless otherwise expressly provided in the Plan, in the Award Agreement or by the Committee.
|
(C)
|
Nothing contained in the Plan shall prevent the Board or the Company from adopting or continuing in effect other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(D)
|
The Company or an Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Share withholding from an Award will be at the minimum statutory rate or, if determined by the Committee in its discretion, at such other rate, to the extent withholding at such other rate would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.
|
(E)
|
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in whole or in part in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision
|
(F)
|
The Plan is intended to constitute an “unfunded” plan and neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
|
(G)
|
No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(H)
|
Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law or accounting or tax rule, regulation or policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.
|
(I)
|
As used in the Plan, (i) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation” and (ii) reference to the “
Code
” or any other law includes any successor provisions or amendments thereto.
|
(A)
|
With respect to Awards subject to Section 409A of the Code, the Plan and the applicable Award Agreements are intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A- 3(e) of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Participant on account of non-compliance with Section 409A of the Code.
|
(B)
|
Awards hereunder may be subject to the requirements of any federal, State or other statute, regulation or other law that may govern executive compensation and apply to the Company. Notwithstanding any provision of Section 15 to the contrary, the Company shall have the right to change this Plan or any Award, or interpret their respective provisions, so as to comply with such requirements.
|
(i)
|
administering and maintaining Participant, holder or Beneficiary records;
|
(ii)
|
providing information to the Company, Affiliates, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan;
|
(iii)
|
providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and
|
(iv)
|
transferring information about the Participant, holder or Beneficiary to any country or territory that may not provide the same protection for the information as the Participant’s, holder’s or Beneficiary’s home country.
|
(a)
|
“
Annual Award
” means an Award granted annually, pursuant to the Director Compensation Practices.
|
(b)
|
“
Annual Meeting
” means a regular annual meeting of the shareholders of the Company scheduled by the Company.
|
(c)
|
“
Award
” means any Option, DSU or Other Stock-Based Award granted under the Plan.
|
(d)
|
“
Award Agreement
” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
|
(e)
|
“
Beneficiary
” means a person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at a Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.
|
(f)
|
“
Board
” means the board of directors of the Company.
|
(g)
|
“
Change in Control
” has the meaning set forth in the Ally Financial Inc. Incentive Compensation Plan, as amended and restated from time to time, or any successor plan thereof.
|
(h)
|
“
Code
” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder.
|
(i)
|
“
Committee
” means the Compensation, Nominating and Governance Committee of the Board or such other committee as may be designated by the Board to administer the Plan, or if no committee is designated, the Board.
|
(j)
|
“
Director
” means a member of the Board who is not an employee of the Company or any subsidiary thereof.
|
(k)
|
“
Director Compensation Practices
” means the director compensation practices determined by the Committee and approved by the Board, as in effect from time to time.
|
(l)
|
“
Disability
” means a physical or mental illness or condition rendering an individual unable to effectively serve as Director, as determined by the Committee.
|
(m)
|
“
DSU
” means a contractual right granted under the Plan that is denominated in Shares. Each DSU represents a right to receive the value of one Share on the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of DSUs may include the right to receive dividend equivalents.
|
(n)
|
“
Fair Market Value
” means (i) with respect to a Share, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(o)
|
“
Initial Award
” means an Award granted upon a Director’s commencement of service on the Board, pursuant to the Director Compensation Practices.
|
(p)
|
“
Option
” means an option granted under the Plan to purchase Shares on the terms and conditions set forth in the Plan and the applicable Award Agreement.
|
(q)
|
“
Other Stock-Based Awards
” means an Award granted in accordance with the provisions of Section 8.
|
(r)
|
“
Participant
” means the recipient of an Award granted under the Plan.
|
(s)
|
“
Shares
” means shares of the Company’s common stock.
|
(a)
|
The Plan shall be administered by the Committee.
|
(b)
|
Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (v) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vi) determine the other terms and conditions of any Award; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and procedures as it shall deem appropriate for the proper administration of the Plan; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
|
(c)
|
All decisions of the Committee shall be final, conclusive and binding upon all parties or entities, including the Company, its shareholders and Participants and any Beneficiaries thereof.
|
(a)
|
Subject to adjustment as provided in Section 5(c), the maximum number of Shares available for issuance under the Plan shall not exceed 464,210 Shares. The maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash fees paid during the fiscal year to the Director in respect of the Director’s service as a member of the Board (including service as a member or chair of any regular committees of the Board) shall not exceed $750,000 in total value (with the value of any such Awards determined based on the grant date value of the Awards for financial reporting purposes). The Committee may make exceptions to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual Directors, as the Committee may determine in its discretion, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation.
|
(b)
|
If any Award is forfeited, expires, terminates, or otherwise lapses without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated, or lapsed Award, excluding (i) any Shares surrendered or withheld in payment of any grant, purchase or exercise price of an Award and (ii) any Shares subject to an Award to the extent that the Award is settled for cash or other property, shall again be, or shall become, available for issuance under the Plan.
|
(c)
|
In the event that the Committee determines that, as a result of any special or extraordinary dividend or distribution (whether in the form of cash, Shares or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off or other sale of one or more entities or assets, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or as a result of changes in applicable law, stock market or exchange rules or accounting or tax rules, an adjustment is necessary or appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:
|
(ii)
|
the number and type of Shares (or other securities) subject to outstanding Awards; and
|
(iii)
|
the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;
provided
,
however
, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
|
(d)
|
Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
|
(a)
|
DSUs shall be subject to no restrictions or such restrictions as the Committee may impose (including any limitation on the right to receive any dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Without limiting the generality of the foregoing, if a DSU Award relates to Shares on which dividends are
|
(b)
|
Unless otherwise specifically provided in an Award Agreement, no DSU Award shall be settled and no Shares shall be delivered in respect thereof prior to the Participant’s termination of service.
|
(c)
|
The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, or any combination thereof, in which payment of the amount owing upon settlement of any DSU Award may be made or satisfied.
|
(a)
|
The exercise price per Share under an Option shall be determined by the Committee;
provided
,
however
, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.
|
(b)
|
The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option.
|
(c)
|
The Committee shall determine the time or times at which an Option may be exercised in whole or in part.
|
(d)
|
The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect thereto may be made or satisfied.
|
(e)
|
No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options.
|
(a)
|
Each Director who continues to serve as a Director as of the date of each Annual Meeting may be granted an Annual Award of DSUs, Options and/or Other Stock- Based Awards covering a number of Shares and bearing such terms as determined pursuant to the Director Compensation Practices.
|
(b)
|
In the event that a Director joins the Board following the grant date of an Annual Award but prior to the grant date of the subsequent Annual Award, such Director may be granted a prorated Annual Award as determined pursuant to the Director Compensation Practices.
|
(a)
|
If a Participant’s service terminates due to death or Disability, any unvested Awards shall become nonforfeitable on the date of such termination of service.
|
(b)
|
If a Participant’s service terminates for reasons other than death or Disability, any unvested Awards shall be forfeited on the date of such termination of service.
|
(c)
|
Subject to any permitted deferral election that may apply under any other plan or arrangement of the Company, (i) any vested Options shall remain exercisable until the earlier of (A) the expiration of such Options or (B) the first anniversary of the date of termination of service and (ii) any vested Awards (other than Options) shall be settled within 75 days of the date of termination of service;
provided
that if such 75-day period spans more than one calendar year, such award shall be settled in the second of such calendar years.
|
(a)
|
Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
|
(b)
|
Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
|
(c)
|
Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. Any such payment shall comply with Section 409A of the Code and any similar tax rules.
|
(d)
|
Except as may specifically be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 13(e), and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative;
provided
,
however
, that the Committee shall not permit, and an Award Agreement shall not provide for, any outstanding Award to be transferred or transferable to a third party for value or consideration without the approval of shareholders. The provisions of this Section 13(d) shall not apply to any Award to the extent exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
|
(e)
|
A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.
|
(f)
|
All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities and other laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(g)
|
Notwithstanding anything to the contrary, except as provided in Section 5(c) or in connection with a Change in Control, the Committee shall not without the approval of the Company’s shareholders (i) reduce the exercise price per Share of an Option after it is granted or take any other action that would be treated as a repricing of such Award under the rules of the principal U.S. stock market on which the Company’s Shares are traded, or (ii) cancel an Option when the exercise price per Share exceeds the Fair Market Value in exchange for cash or another Award.
|
(a)
|
Except to the extent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time as the Board shall deem advisable;
provided
,
however
, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, or the rules or regulations of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(c) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax- efficient manner and in compliance with local rules and regulations.
|
(b)
|
The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award;
provided
,
however
, that, subject to Section 5(c) and Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations;
provided further
that the Committee’s authority under this Section 14(b) is limited by the provisions of Section 14(a).
|
(a)
|
The grant of an Award shall not be construed as conferring upon any Participant the right to be retained in the service of the Board or the Company. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the Plan or the applicable Award Agreement.
|
(b)
|
Nothing contained in the Plan shall prevent the Board or the Company from adopting or continuing in effect other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(c)
|
The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Any share withholding from an Award may be at the minimum statutory rate or, if determined by the Committee in its discretion, at such other rate, to the extent withholding at such other rate would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.
|
(d)
|
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in whole or in part in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision
|
(e)
|
The Plan is intended to constitute an “unfunded” plan and neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
|
(f)
|
No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(g)
|
As used in the Plan, (i) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”, and (ii) reference to the “Code” or any other law includes any successor provisions or amendments thereto.
|
(A)
|
Each non-employee director is eligible to defer Cash Compensation in accordance with the terms of the Plan.
|
(B)
|
Cash Compensation paid to non-employee directors that is eligible for deferral is comprised of:
|
(1)
|
the annual board retainer;
|
(2)
|
committee chair and member retainers; and
|
(3)
|
for the chairperson of the Company’s Board of Directors, the non-executive chairman retainer.
|
(C)
|
Cash Compensation paid to non-employee directors not eligible for deferral includes:
|
(1)
|
meeting fees; and
|
(2)
|
expense reimbursements.
|
(A)
|
On or before December 31 of each year, any non-employee director, or nominee for election to the Company’s Board of Directors who is not an employee of Company or a Company affiliate, must (if he or she wishes to defer Cash Compensation) make an irrevocable election to defer receipt of all or a specified portion of his or her Cash Compensation (in accordance with Section 5) otherwise payable during the following year. The deferral election must be made on form(s) approved by the Company for this purpose. Deferred Cash Compensation will be credited to a “
Deferred Compensation Account
” on the date the Cash Compensation would, but for the deferral, otherwise be payable as determined by the Company, and subject to Section 6(B) below.
|
(B)
|
For a newly elected non-employee director, the election under the Plan for the remainder of the calendar year in which the non-employee director joins the Board must be made, if at all,
|
(C)
|
Each annual election will include the method by which the value of amounts deferred will be measured and paid in accordance with Sections 6 and 7 below, respectively.
|
(A)
|
Each non-employee director may defer all or any portion of his or her Cash Compensation in accordance with Section 4 above. The notice of deferral election, executed copies of which are made part of the Plan, will include:
|
(1)
|
the percentage (0% to 100% in 25% increments) of his or her Cash Compensation; or
|
(2)
|
the authorization to receive Cash Compensation for the year it is earned when it is earned, it being understood that if the non-employee director submits no election, he or she will also receive Cash Compensation when it is earned.
|
(B)
|
Deferred Cash Compensation will be valued in accordance with Section 6 and payable in accordance with Section 7.
|
(C)
|
A non-employee director may change his or her election to defer from year to year, but may not change elections made during any prior year.
|
(A)
|
Cash Compensation may be deferred by means of:
|
(1)
|
“
DSUs
” as that term is defined in the Directors Equity Compensation Plan (i.e., a contractual right denominated in fully vested shares of the Company’s common stock); or
|
(2)
|
a market-based account that is credited with interest quarterly (i.e., no above- market or preferential earnings) as determined and identified by the Company prior to the deferral period, as elected by the deferring non-employee director at the time of his or her deferral election.
|
(B)
|
Cash Compensation deferred in the form of DSUs will be tracked as a quarterly allocation to the non-employee director’s Deferred Compensation Account of DSUs equal to the quotient of (i) all Cash Contribution for the applicable quarter
divided by
(ii) the “
Fair Market Value
” of a “
Share
” (as such terms are defined in the Directors Equity Compensation Plan) on the date of close of the quarter in which the Cash Contribution was earned, with each fractional DSU rounded up to the nearest whole DSU.
|
(C)
|
A non-employee director who has deferred Cash Compensation will not have access to or any interest in the Deferred Compensation Account until it is paid in accordance with Section 7.
|
(A)
|
The Deferred Compensation Account is payable in cash if carried as a market-based account, and in shares of Company common stock if carried as DSUs.
|
(B)
|
The Deferred Compensation Account will be paid in accordance with each non- employee director’s election (made in accordance with Sections 4 and 5 above):
|
(1)
|
in a lump sum within 75 days of the termination of the non-employee director’s service; or
|
(2)
|
in two to five annual installments commencing within 75 days of the termination of the non-employee director’s service and payable annually on or about the anniversary of the first installment until the total of the Deferred Compensation Account is paid.
|
(C)
|
Cash Compensation deferred in the form of DSUs per Section 6(A)(1) above will be settled as follows:
|
(1)
|
if payable in a lump sum in accordance with Section 7(B)(1) above, in the same manner and at the same time as DSUs awarded to non-employee directors in accordance with the Directors Equity Compensation Plan; or
|
(2)
|
if payable in annual installments in accordance with Section 7(B)(2) above, in tranches based on the number of installments elected by the non-employee director on an annual basis on or about the anniversary of the settlement of the first tranche paid and with each tranche valued as of the anniversary of the valuation date of the first tranche.
|
(D)
|
Cash Compensation deferred in the form of a market-based account per Section 6(A)(2) above will be paid as follows:
|
(1)
|
if payable in one lump sum in accordance with Section 7(B)(1) above, based on the full value of the Deferred Compensation Account as of the date of termination of service; or
|
(2)
|
if payable in annual installments in accordance with Section 7(B)(2) above, based on the quotient of (a) the value of the remainder of the Deferred Compensation Account as of the date of termination of service
divided by
(b) the number of installments remaining in the non-employee director’s election, it being understood that the value of the Deferred Compensation Account used in the numerator of this formula is reduced annually by the installment(s) paid during the prior year but that the remainder of the Deferred Compensation Account will continue to be credited with interest in accordance with the terms of the account provided under Section 6(A)(2).
|
(A)
|
If any non-employee director dies before receiving all Deferred Cash Compensation, the unpaid amount will be paid to his or her “
Beneficiary
” (as defined under the Directors Equity Compensation Plan) in a lump sum as of the date 180 days following the date of the non-employee director’s death.
|
(B)
|
In the event of a “
Change in Control
” as defined in the Directors Equity Compensation Plan (and provided that such event constitutes a permissible payment event under Section 409A), the then unpaid balance of each non-employee director’s Deferred Cash Compensation will be distributed to such non-employee director (or his or her Beneficiary) in a lump sum as of the date of such Change in Control.
|
(C)
|
Under either of these circumstances ((A) or (B)), Deferred Cash Compensation will be valued in accordance with Section 6 of the Plan.
|
1.
|
You have been granted an Award under the Ally Financial Inc. Incentive Compensation Plan (the “Plan”). A copy of the Plan is included in your email. Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.
|
2.
|
Your Award is granted to you as a matter of separate inducement and is not in lieu of salary or other compensation for your services. By accepting this Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards. By accepting this Award, you also acknowledge and agree that it is subject to all of the requirements set forth in the Enterprise Compensation Policy and that you are subject to all of the restrictive covenants set forth in Section 13 of the Plan (i.e., non-solicit, confidentiality, non-disparagement).
|
3.
|
Your Award is initially being made in the form of Performance Stock Units (“PSUs”). Your Award will vest 100% on the third anniversary of the Grant Date (the “Vesting Date”), subject to your continued employment with the Company or one of its Affiliates through the Vesting Date (or as otherwise set forth herein or in the Plan);
provided
,
that the actual number of PSUs vesting and converting to Shares (such number of PSUs to be within a range of 0% to 150% of the number of the Target PSUs (as defined below)) (the “Adjusted PSUs”) shall be determined based on the achievement of the Performance Metrics (as defined in
Exhibit A
attached hereto) during the Performance Period (as defined below). For purposes of this Award Agreement, the “Performance Period” means the period commencing on January 1, 2018 and ending on December 31, 2019. Immediately following the end of the Performance Period, your Adjusted PSUs may, at the discretion of the Company, convert into a number of Shares of Restricted Stock equal to the number of Adjusted PSUs. Your Adjusted PSUs or Shares of Restricted Stock (as the case may be) will remain subject to your continued employment with the Company and its Affiliates through the Vesting Date and will be forfeited and cancelled if you do not remain employed with the Company and its Affiliates through the Vesting Date, except as otherwise explicitly provided below.
|
4.
|
This Award Agreement will become effective after you have printed, signed, dated one copy of this Award Agreement, and returned the signed copy (all pages) to: Brett Harrison at Ally Financial, e-mail Brett.Harrison@ally.com. If you do not accept this Award Agreement within 45 days of notification, [INSERT DATE] you will be deemed to have rejected the Award and this Award Agreement will be null and void and without any further force or effect.
|
5.
|
Subject to requirements of any federal laws or regulations and Ally policy that govern compensation (see paragraph 2 above), and subject to the terms of the Plan and this Agreement, the Company will deliver the Shares earned with respect to the Adjusted PSUs or will remove the restrictions imposed on any Shares of Restricted Stock delivered in respect of your Adjusted PSUs as of the Vesting Date, in accordance with paragraph 3 above.
|
6.
|
If on the Grant Date you are considered a material risk taker (MRT), in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the Award remains unpaid, Ally reserves the right to adjust downward the amount of this Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which was the basis for this Award. Your Award is also subject to cancellation, recovery, forfeiture, or repayment consistent with Ally’s recoupment policy contained in the Enterprise Compensation Policy.
|
7.
|
Sections 11 and 12 of the Plan provide for the treatment of Awards in the event of a Termination of Service or Change in Control;
provided, however
:
|
8.
|
If the Company pays a dividend on Shares prior to the Vesting Date, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held the number of Shares, if any, as earned and vested as of the Vesting Date. These dividends will vest and be paid to you on the Vesting Date (or such other vesting and settlement date applicable under paragraph 7 (above), subject to the vesting of your Award. No dividends or dividend equivalents will be paid to you with respect to any portion of your Award that is canceled or forfeited. The Company will decide on the form of payment and may pay dividends or dividend equivalents in Shares, in cash or in a combination thereof, subject to applicable law.
|
9.
|
You will have no voting rights with respect to the Shares underlying your Award unless and until you become the record owner of the Shares underlying your Award.
|
10.
|
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website. If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate. The EDC Website may also be used for any subsequent change in your beneficiary designation.
|
11.
|
The restrictions in Section 13(a) of the Plan on your ability to solicit any Ally client, customer, or employee for 24 months following your Termination of Service is grounded in Ally’s significant investment of time, effort, and expense in establishing client, customer, and employee relationships across Ally’s lines of business. As this applies to you, the scope of the restriction on your ability to solicit Ally clients or customers will run commensurate with the scope of your responsibilities while employed by Ally. That is, the terms “client or customer” as used in Section 13(a) (i.e., “(i) solicit any client or customer of the Company or any Affiliate with respect to a Competitive Activity”) shall mean those clients or customers (whether current or prospective): (i) with whom you had direct or indirect personal contact within the last 12 months of your employment with Ally; or (ii) about whom you learned confidential or proprietary information (including trade secrets) by virtue of your employment with Ally during the last 12 months of your employment with Ally. The term “solicit” also shall include any communication or other interaction between you and a client or customer (whether current or prospective) that takes place to make sales to, perform services for, or otherwise further the business relationship with that client or customer (whether current or prospective). Notwithstanding Section 21 of the Plan, Section 13(a) is governed by Michigan law without regard to its conflict of laws provision. An action to enforce or
|
12.
|
By accepting this Award, you understand and acknowledge that your Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.
|
13.
|
Except as prohibited by any federal law or regulation that governs compensation, see paragraph 2 above, your Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.
|
14.
|
By accepting this Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
|
|
|
|
||
Participant Signature (Required)
|
|
Date (Required)
|
||
|
|
|
|
|
|
|
|
||
Last Four Digits of SSN or National ID (Required)
|
|
|
Number of Target PSUs
|
x
|
Core ROTCE Adjustment
Percentage |
x
|
50%
|
=
|
Number of
Core ROTCE Adjusted PSUs |
Number of Target PSUs
|
x
|
TSV
Adjustment
Percentage |
x
|
50%
|
=
|
Number of
TSV Adjusted PSUs |
Number of Core ROTCE Adjusted PSUs
|
+
|
Number of TSV Adjusted PSUs
|
=
|
Number of
Adjusted PSUs |
Core ROTCE
|
|
TSV
|
||
2-Year Average Annual Core ROTCE Achievement Level
(%)
|
ROTCE Adjustment Percentage
(%)
|
|
2-Year Average Annual TSV Growth Rate Achievement Level
(%)
|
TSV Adjustment Percentage
(%)
|
>13.50
|
150
|
|
>14.50
|
150
|
11.51 – 13.50
|
125
|
|
11.51 – 14.50
|
125
|
9.51 – 11.50
|
100
|
|
8.51 – 11.50
|
100
|
7.51 – 9.50
|
75
|
|
5.51 – 8.50
|
75
|
5.51 – 7.50
|
50
|
|
2.51 – 5.50
|
50
|
< 5.51
|
0
|
|
< 2.51
|
0
|
1.
|
You have been granted an Award under the Ally Financial Inc. Incentive Compensation Plan (the “Plan”). A copy of the Plan is included in your email. Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.
|
2.
|
Your Award is granted to you as a matter of separate inducement and is not in lieu of salary or other compensation for your services. By accepting this Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards. By accepting this Award, you also acknowledge and agree that it is subject to all of the requirements set forth in the Enterprise Compensation Policy and that you are subject to all of the restrictive covenants set forth in Section 13 of the Plan (i.e., non-solicit, confidentiality, non-disparagement).
|
3.
|
Your Award is being made in the form of Restricted Stock Units. Your Award is comprised of the following:
|
Units
|
Vesting Date
|
Settlement Date
|
[INSERT- 1/3 of Granted award]
|
[INSERT:one year from grant date]
|
[INSERT:one year from grant date]
|
[INSERT- 1/3 of Granted award]
|
[INSERT:two years from grant date]
|
[INSERT:two years from grant date]
|
[INSERT- 1/3 of Granted award
|
[INSERT:three years from grant date]
|
[INSERT:three years from grant date]
|
4.
|
This Award Agreement will become effective after you have electronically accepted it via the “Deferred Compensation Center” on the Ally HR Portal or by printing, signing, dating one copy of this Award Agreement, and returning the signed copy (all pages) to: Brett Harrison at Ally Financial, e-mail Brett.Harrison@ally.com. If you do not accept this Award Agreement within 45 days of notification, [INSERT DATE] you will be deemed to have rejected the Award and this Award Agreement will be null and void and without any further force or effect.
|
5.
|
Subject to requirements of any federal laws or regulations and Ally policy that govern compensation, see paragraph 2 above, your Award will vest and be settled as soon as practical after the date(s) noted above. If and when a change to the vesting date(s) noted above is required, you will be notified in writing.
|
6.
|
If on the Grant Date you are considered a material risk taker (MRT), in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the Award remains unpaid, Ally reserves the right to adjust downward the amount of this Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which was the basis for this Award. Your Award is also subject to cancellation, recovery, forfeiture, or repayment consistent with Ally’s recoupment policy contained in the Enterprise Compensation Policy.
|
7.
|
If your employment is terminated by the Company without Cause, then any unvested tranches of your Award will Vest and be Paid as determined by the schedule above. Otherwise, Section 11 of the Plan governs the effect of a Termination of Service on your Award.
|
8.
|
If the Company pays a dividend on Shares prior to the Vesting Date, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held the number of Shares, if any, as earned and vested as of the Vesting Date. These dividends will vest and be paid to you on the Vesting Date (or such other vesting and settlement date applicable under this Award), subject to the vesting of your Award. No dividends or dividend equivalents will be paid to you with respect to any portion of your Award that is canceled or forfeited. The Company will decide on the form of payment and may pay dividends or dividend equivalents in Shares, in cash or in a combination thereof, subject to applicable law.
|
9.
|
The restrictions in Section 13(a) of the Plan on your ability to solicit any Ally client, customer, or employee for 24 months following your Termination of Service is grounded in Ally’s significant investment of time, effort, and expense in establishing client, customer, and employee relationships across Ally’s lines of business. As this applies to you, the scope of the restriction on your ability to solicit Ally clients or customers will run commensurate with the scope of your responsibilities while employed by Ally. That is, the terms “client or customer” as used in Section 13(a) (i.e., “(i) solicit any client or customer of the Company or any Affiliate with respect to a Competitive Activity”) shall mean those clients or customers (whether current or prospective): (i) with whom you had direct or indirect personal contact within the last 12 months of your employment with Ally; or (ii) about whom you learned confidential or proprietary information (including trade secrets) by virtue of your employment with Ally during the last 12 months of your employment with Ally. The term “solicit” also shall include any communication or other interaction between you and a client or customer (whether current or prospective) that takes place to make sales to, perform services for, or otherwise further the business relationship with that client or customer (whether current or prospective). Notwithstanding Section 21 of the Plan, Section 13(a) is governed by Michigan law without regard to its conflict of laws provision. An action to enforce or seek damages for breach of Section 13(a) may only be brought in a federal or state court of competent jurisdiction in Michigan.
|
10.
|
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website. If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear, or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate. The EDC Website may also be used for any subsequent change in your beneficiary designation.
|
11.
|
By accepting this Award, you understand and acknowledge that your Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.
|
12.
|
Except as prohibited by any federal law or regulation that governs compensation, see paragraph 2 above, your Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.
|
13.
|
By accepting this Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
|
|
|
|
||
Participant Signature (Required)
|
|
Date (Required)
|
||
|
|
|
|
|
|
|
|
|
|
Last Four Digits of SSN or National ID (Required)
|
|
|
1.
|
You have been granted a Key Contributor Stock Unit Award under the Ally Financial Inc. Incentive Compensation Plan (the “Plan”). A copy of the Plan is included in your email. Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.
|
2.
|
Your Award is granted to you as a matter of separate inducement and is not in lieu of salary or other compensation for your services. By accepting this Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards. By accepting this Award, you also acknowledge and agree that it is subject to all of the requirements set forth in the Enterprise Compensation Policy and that you are subject to all of the restrictive covenants set forth in Section 13 of the Plan (i.e., non-solicit, confidentiality, non-disparagement).
|
3.
|
Your Key Contributor Stock Unit Award is being made in the form of Restricted Stock Units. Your Award is comprised of the following:
|
Units
|
Vesting Date
|
Settlement Date
|
[INSERT- Granted award]
|
[INSERT:3 years from grant date]
|
[INSERT:3 years from grant date]
|
4.
|
This Award Agreement will become effective by printing, signing, dating one copy of this Award Agreement, and returning the signed copy (all pages) to: Brett Harrison at Ally Financial, e-mail Brett.Harrison@ally.com. If you do not accept this Award Agreement within 45 days of notification, [INSERT DATE] you will be deemed to have rejected the Award and this Award Agreement will be null and void and without any further force or effect.
|
5.
|
Subject to requirements of any federal laws or regulations and Ally Policy that govern compensation, see paragraph 2 above, your Award will vest and be settled as soon as practical after the date(s) noted above. If and when a change to the vesting date(s) noted above is required, you will be notified in writing.
|
6.
|
If on the Grant Date you are considered a material risk taker (MRT), in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the Award remains unsettled, Ally reserves the right to adjust downward the amount of this Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which was the basis for this Award. Your Award is also subject to cancellation, recovery, forfeiture, or repayment consistent with Ally’s recoupment policy contained in the Enterprise Compensation Policy.
|
7.
|
If your employment is terminated by the Company without Cause, then any unvested tranches of your Award will Vest and be settled as determined by the schedule above. Additionally, Section 11(c)(i)’s special vesting provision relating
|
8.
|
If the Company pays a dividend on Shares prior to the Vesting Date, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held the number of Shares, if any, as earned and vested as of the Vesting Date. These dividends will vest and be paid to you on the Vesting Date (or such other vesting and settlement date applicable under this Award), subject to the vesting of your Award. No dividends or dividend equivalents will be paid to you with respect to any portion of your Award that is canceled or forfeited. The Company will decide on the form of payment and may pay dividends or dividend equivalents in Shares, in cash or in a combination thereof, subject to applicable law.
|
9.
|
The restrictions in Section 13(a) of the Plan on your ability to solicit any Ally client, customer, or employee for 24 months following your Termination of Service is grounded in Ally’s significant investment of time, effort, and expense in establishing client, customer, and employee relationships across Ally’s lines of business. As this applies to you, the scope of the restriction on your ability to solicit Ally clients or customers will run commensurate with the scope of your responsibilities while employed by Ally. That is, the terms “client or customer” as used in Section 13(a) (i.e., “(i) solicit any client or customer of the Company or any Affiliate with respect to a Competitive Activity”) shall mean those clients or customers (whether current or prospective): (i) with whom you had direct or indirect personal contact within the last 12 months of your employment with Ally; or (ii) about whom you learned confidential or proprietary information (including trade secrets) by virtue of your employment with Ally during the last 12 months of your employment with Ally. The term “solicit” also shall include any communication or other interaction between you and a client or customer (whether current or prospective) that takes place to make sales to, perform services for, or otherwise further the business relationship with that client or customer (whether current or prospective). Notwithstanding Section 21 of the Plan, Section 13(a) is governed by Michigan law without regard to its conflict of laws provision. An action to enforce or seek damages for breach of Section 13(a) may only be brought in a federal or state court of competent jurisdiction in Michigan.
|
10.
|
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website. If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear, or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate. The EDC Website may also be used for any subsequent change in your beneficiary designation.
|
11.
|
By accepting this Award, you understand and acknowledge that your Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.
|
12.
|
Except as prohibited by any federal law or regulation that governs compensation, see paragraph 2 above, your Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.
|
13.
|
By accepting this Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
|
|
|
|
||
Participant Signature (Required)
|
|
Date (Required)
|
||
|
|
|
|
|
|
|
|
||
Last Four Digits of SSN or National ID (Required)
|
|
|
1.
|
You have been granted an Award under the Ally Financial Inc. Incentive Compensation Plan (the “Plan”). A copy of the Plan is included in your email. Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.
|
2.
|
Your Award is granted to you as a matter of separate inducement and is not in lieu of salary or other compensation for your services. By accepting this Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards. By accepting this Award, you also acknowledge and agree that it is subject to all of the requirements set forth in the Enterprise Compensation Policy and that you are subject to all of the restrictive covenants set forth in Section 13 of the Plan (i.e., non-solicit, confidentiality, non-disparagement).
|
3.
|
Your Award is being made in the form of Restricted Stock. Your Award is comprised of the following:
|
Units
|
Vesting Date
|
Settlement Date
|
[INSERT- 1/3 of Granted award]
|
[INSERT:one year from grant date]
|
[INSERT:one year from grant date]
|
[INSERT- 1/3 of Granted award]
|
[INSERT:two years from grant date]
|
[INSERT:two years from grant date]
|
[INSERT- 1/3 of Granted award
|
[INSERT:three years from grant date]
|
[INSERT:three years from grant date]
|
4.
|
This Award Agreement will become effective after you have electronically accepted it via the “Deferred Compensation Center” on the Ally HR Portal or by printing, signing, dating one copy of this Award Agreement, and returning the signed copy (all pages) to: Brett Harrison at Ally Financial, e-mail Brett.Harrison@ally.com. If you do not accept this Award Agreement within 45 days of notification, [INSERT DATE] you will be deemed to have rejected the Award and this Award Agreement will be null and void and without any further force or effect.
|
5.
|
Subject to requirements of any federal laws or regulations and Ally policy that govern compensation, see paragraph 2 above, your Award will vest and be settled as soon as practical after the date(s) noted above. If and when a change to the vesting date(s) noted above is required, you will be notified in writing.
|
6.
|
If on the Grant Date you are considered a material risk taker (MRT), in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the Award remains unpaid, Ally reserves the right to adjust downward the amount of this Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which was the basis for this Award. Your Award is also subject to cancellation, recovery, forfeiture, or repayment consistent with Ally’s recoupment policy contained in the Enterprise Compensation Policy.
|
7.
|
If your employment is terminated by the Company without Cause, then any unvested tranches of your Award will Vest and be Paid as determined by the schedule above. Otherwise, Section 11 of the Plan governs the effect of a Termination of Service on your Award.
|
8.
|
If the Company pays a dividend on Shares prior to the Vesting Date, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held the number of Shares, if any, as earned and vested as of the Vesting Date. These dividends will vest and be paid to you on the Vesting Date (or such other vesting and settlement date applicable under this Award), subject to the vesting of your Award. No dividends or dividend equivalents will be paid to you with respect to any portion of your Award that is canceled or forfeited. The Company will decide on the form of payment and may pay dividends or dividend equivalents in Shares, in cash or in a combination thereof, subject to applicable law.
|
9.
|
The restrictions in Section 13(a) of the Plan on your ability to solicit any Ally client, customer, or employee for 24 months following your Termination of Service is grounded in Ally’s significant investment of time, effort, and expense in establishing client, customer, and employee relationships across Ally’s lines of business. As this applies to you, the scope of the restriction on your ability to solicit Ally clients or customers will run commensurate with the scope of your responsibilities while employed by Ally. That is, the terms “client or customer” as used in Section 13(a) (i.e., “(i) solicit any client or customer of the Company or any Affiliate with respect to a Competitive Activity”) shall mean those clients or customers (whether current or prospective): (i) with whom you had direct or indirect personal contact within the last 12 months of your employment with Ally; or (ii) about whom you learned confidential or proprietary information (including trade secrets) by virtue of your employment with Ally during the last 12 months of your employment with Ally. The term “solicit” also shall include any communication or other interaction between you and a client or customer (whether current or prospective) that takes place to make sales to, perform services for, or otherwise further the business relationship with that client or customer (whether current or prospective). Notwithstanding Section 21 of the Plan, Section 13(a) is governed by Michigan law without regard to its conflict of laws provision. An action to enforce or seek damages for breach of Section 13(a) may only be brought in a federal or state court of competent jurisdiction in Michigan.
|
10.
|
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website. If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear, or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate. The EDC Website may also be used for any subsequent change in your beneficiary designation.
|
11.
|
By accepting this Award, you understand and acknowledge that your Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.
|
12.
|
Except as prohibited by any federal law or regulation that governs compensation, see paragraph 2 above, your Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.
|
13.
|
By accepting this Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
|
|
|
|
||
Participant Signature (Required)
|
|
Date (Required)
|
||
|
|
|
|
|
|
|
|
|
|
Last Four Digits of SSN or National ID (Required)
|
|
|
Year ended December 31,
($ in millions)
|
2017 (a)
|
2016 (a)
|
2015 (a)
|
2014 (a)
|
2013 (a)
|
||||||||||
Earnings
|
|
|
|
|
|
||||||||||
Consolidated net income from continuing operations
|
$
|
926
|
|
$
|
1,111
|
|
$
|
897
|
|
$
|
925
|
|
$
|
416
|
|
Income tax expense (benefit) from continuing operations
|
581
|
|
470
|
|
496
|
|
321
|
|
(59
|
)
|
|||||
Equity-method investee earnings
|
(14
|
)
|
(18
|
)
|
(52
|
)
|
(18
|
)
|
(15
|
)
|
|||||
Consolidated income from continuing operations before income taxes, minority interest, and income from equity investees
|
1,493
|
|
1,563
|
|
1,341
|
|
1,228
|
|
342
|
|
|||||
Fixed charges
|
2,878
|
|
2,641
|
|
2,460
|
|
2,826
|
|
3,344
|
|
|||||
Earnings available for fixed charges
|
$
|
4,371
|
|
$
|
4,204
|
|
$
|
3,801
|
|
$
|
4,054
|
|
$
|
3,686
|
|
Fixed charges
|
|
|
|
|
|
||||||||||
Interest, discount, and issuance expense on debt
|
$
|
2,862
|
|
$
|
2,624
|
|
$
|
2,443
|
|
$
|
2,810
|
|
$
|
3,330
|
|
Portion of rentals representative of the interest factor
|
16
|
|
17
|
|
17
|
|
16
|
|
15
|
|
|||||
Total fixed charges
|
$
|
2,878
|
|
$
|
2,641
|
|
$
|
2,460
|
|
$
|
2,826
|
|
$
|
3,345
|
|
Ratio of earnings to fixed charges
|
1.52
|
|
1.59
|
|
1.55
|
|
1.43
|
|
1.10
|
|
(a)
|
For all periods presented, the operating results of our discontinued operations have been removed from continuing operations. We report these businesses separately as discontinued operations in the
Consolidated Financial Statements
. Our discontinued operations relate to previous discontinued operations in our Automotive Finance operations, Insurance operations, and Corporate Finance operating segments, and other operations for which we continue to have wind-down, legal, and minimal operational costs. Refer to
Note 3
to the
Consolidated Financial Statements
for further discussion of our discontinued operations. All reported periods of the calculation of the ratio of earnings to fixed charges exclude discontinued operations.
|
Name of subsidiary
|
State or sovereign power of incorporation
|
Ally Financial Inc.
|
Delaware
|
Ally Funding Transferor Exclusive Receivables, LLC
|
Delaware
|
Ally Insurance Holdings, Inc.
|
Delaware
|
Ally Secured Transferor Receivables Aggregator, LLC
|
Delaware
|
Ally Wholesale Enterprises, LLC
|
Delaware
|
Capital Auto Receivables, LLC
|
Delaware
|
IB Finance Holding Company, LLC
|
Delaware
|
Ally Bank
|
Utah
|
Ally Central Originating Lease, LLC
|
Delaware
|
Ally Servicing, LLC
|
Delaware
|
Form S-3:
|
|
No. 333-206284
|
|
No. 333-214831
|
|
No. 333-222012
|
|
|
|
Form S-8:
|
|
No. 333-195172
|
|
/
S
/
D
ELOITTE
& T
OUCHE
LLP
|
Deloitte & Touche LLP
|
Detroit, Michigan
|
February 21, 2018
|
1.
|
I have reviewed this report on Form 10-K of Ally Financial Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/
S
/
J
EFFREY
J
.
B
ROWN
|
|
Jeffrey J. Brown
Chief Executive Officer
|
|
1.
|
I have reviewed this report on Form 10-K of Ally Financial Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/
S
/
C
HRISTOPHER
A
.
H
ALMY
|
|
Christopher A. Halmy
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/
S
/ J
EFFREY
J
.
B
ROWN
|
|
Jeffrey J. Brown
|
|
Chief Executive Officer
|
|
February 21, 2018
|
|
|
|
/
S
/ C
HRISTOPHER
A
.
H
ALMY
|
|
Christopher A. Halmy
|
|
Chief Financial Officer
|
|
February 21, 2018
|
|