Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2017, or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to                         
Commission file number: 1-3754
ALLY FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Ally Detroit Center
500 Woodward Ave.
Floor 10, Detroit, Michigan
48226
(Address of principal executive offices)
(Zip Code)
(866) 710-4623
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ                    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for a shorter period that the registrant was required to submit and post such files).
Yes þ                    No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
  
Accelerated filer o
  
Non-accelerated filer o
 
Smaller reporting company o
   (Do not check if a smaller reporting company) 
Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨                    No þ
At JulyOctober 27, 2017, the number of shares outstanding of the Registrant’s common stock was 449,853,338442,185,905 shares.



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

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



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



 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Financing revenue and other interest income                
Interest and fees on finance receivables and loans $1,447
 $1,265
 $2,815
 $2,500
 $1,486
 $1,307
 $4,301
 $3,807
Interest and dividends on investment securities and other earning assets 146
 99
 280
 201
 157
 101
 437
 302
Interest on cash and cash equivalents 7
 4
 12
 7
 11
 3
 23
 10
Operating leases 488
 701
 1,031
 1,470
 434
 649
 1,465
 2,119
Total financing revenue and other interest income 2,088
 2,069
 4,138

4,178
 2,088
 2,060
 6,226

6,238
Interest expense                
Interest on deposits 250
 203
 481
 396
 285
 212
 766
 608
Interest on short-term borrowings 33
 12
 60
 25
 34
 14
 94
 39
Interest on long-term debt 417
 436
 841
 878
 416
 430
 1,257
 1,308
Total interest expense 700
 651
 1,382

1,299
 735
 656
 2,117

1,955
Net depreciation expense on operating lease assets 321
 434
 710
 944
 272
 408
 982
 1,352
Net financing revenue and other interest income 1,067
 984
 2,046

1,935
 1,081
 996
 3,127

2,931
Other revenue                
Insurance premiums and service revenue earned 227
 236
 468
 466
 252
 238
 720
 704
Gain on mortgage and automotive loans, net 36
 3
 50
 4
 15
 
 65
 4
Loss on extinguishment of debt (1) 
 (2) (4) (4) 
 (6) (4)
Other gain on investments, net 23
 39
 50
 93
 23
 52
 73
 145
Other income, net of losses 103
 96
 218
 191
 95
 98
 313
 289
Total other revenue 388

374
 784

750
 381

388
 1,165

1,138
Total net revenue 1,455
 1,358
 2,830

2,685
 1,462
 1,384
 4,292

4,069
Provision for loan losses 269
 172
 540
 392
 314
 258
 854
 650
Noninterest expense                
Compensation and benefits expense 265
 242
 550
 494
 264
 248
 814
 742
Insurance losses and loss adjustment expenses 125
 145
 213
 218
 65
 69
 278
 287
Other operating expenses 420
 386
 825
 771
 424
 418
 1,249
 1,189
Total noninterest expense 810
 773
 1,588

1,483
 753
 735
 2,341

2,218
Income from continuing operations before income tax expense 376
 413
 702

810
 395
 391
 1,097

1,201
Income tax expense from continuing operations 122
 56
 235
 206
 115
 130
 350
 336
Net income from continuing operations 254
 357
 467

604
 280
 261
 747

865
(Loss) income from discontinued operations, net of tax (2) 3
 (1) 6
Income (loss) from discontinued operations, net of tax 2
 (52) 1
 (46)
Net income 252
 360
 466

610
 282
 209
 748

819
Other comprehensive income, net of tax 76
 120
 96
 266
Other comprehensive income (loss), net of tax 48
 (4) 144
 262
Comprehensive income $328

$480

$562

$876
 $330

$205

$892

$1,081
Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

3

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

 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
(in dollars) (a)
 2017 2016 2017 2016 2017 2016 2017 2016
Basic earnings per common share                
Net income from continuing operations $0.55
 $0.70
 $1.01
 $1.18
 $0.62
 $0.54
 $1.63
 $1.73
(Loss) income from discontinued operations, net of tax (0.01) 0.01
 
 0.01
Income (loss) from discontinued operations, net of tax 
 (0.11) 
 (0.10)
Net income $0.55
 $0.71
 $1.01
 $1.20
 $0.63
 $0.43
 $1.63
 $1.63
Diluted earnings per common share                
Net income from continuing operations $0.55
 $0.70
 $1.01
 $1.18
 $0.62
 $0.54
 $1.63
 $1.72
(Loss) income from discontinued operations, net of tax (0.01) 0.01
 
 0.01
Income (loss) from discontinued operations, net of tax 
 (0.11) 
 (0.10)
Net income $0.55
 $0.71
 $1.01
 $1.19
 $0.63
 $0.43
 $1.63
 $1.63
Cash dividends per common share $0.08
 $
 $0.16
 $
Cash dividends declared per common share $0.12
 $0.08
 $0.28
 $0.08
(a)Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
Refer to Note 17 for additional earnings per share information. The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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

($ in millions, except share data) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Assets        
Cash and cash equivalents        
Noninterest-bearing $1,514
 $1,547
 $810
 $1,547
Interest-bearing 2,863
 4,387
 3,614
 4,387
Total cash and cash equivalents 4,377
 5,934
 4,424
 5,934
Available-for-sale securities (refer to Note 7 for discussion of investment securities pledged as collateral) 21,764
 18,926
 23,099
 18,926
Held-to-maturity securities (fair value of $1,156 and $789) 1,189
 839
Held-to-maturity securities (fair value of $1,807 and $789) 1,839
 839
Loans held-for-sale, net 17
 
 18
 
Finance receivables and loans, net        
Finance receivables and loans, net of unearned income 120,528
 118,944
 118,871
 118,944
Allowance for loan losses (1,225) (1,144) (1,286) (1,144)
Total finance receivables and loans, net 119,303
 117,800
 117,585
 117,800
Investment in operating leases, net 9,717
 11,470
 8,931
 11,470
Premiums receivable and other insurance assets 2,025
 1,905
 2,054
 1,905
Other assets 5,953
 6,854
 6,063
 6,854
Total assets $164,345
 $163,728
 $164,013
 $163,728
Liabilities        
Deposit liabilities        
Noninterest-bearing $107
 $84
 $129
 $84
Interest-bearing 86,076

78,938
 89,987

78,938
Total deposit liabilities 86,183
 79,022
 90,116
 79,022
Short-term borrowings 10,712
 12,673
 10,175
 12,673
Long-term debt 49,145
 54,128
 45,122
 54,128
Interest payable 399
 351
 552
 351
Unearned insurance premiums and service revenue 2,541
 2,500
 2,583
 2,500
Accrued expenses and other liabilities 1,892
 1,737
 1,892
 1,737
Total liabilities 150,872
 150,411
 150,440
 150,411
Contingencies (refer to Note 25)        
Equity        
Common stock and paid-in capital ($0.01 par value, shares authorized 1,100,000,000; issued 489,581,850 and 485,707,644; and outstanding 452,291,918 and 467,000,306) 21,208
 21,166
Common stock and paid-in capital ($0.01 par value, shares authorized 1,100,000,000; issued 489,593,314 and 485,707,644; and outstanding 443,796,233 and 467,000,306) 21,223
 21,166
Accumulated deficit (6,760) (7,151) (6,533) (7,151)
Accumulated other comprehensive loss (245) (341) (197) (341)
Treasury stock, at cost (37,289,932 and 18,707,338 shares) (730) (357)
Treasury stock, at cost (45,797,081 and 18,707,338 shares) (920) (357)
Total equity 13,473
 13,317
 13,573
 13,317
Total liabilities and equity $164,345
 $163,728
 $164,013
 $163,728
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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

The assets of consolidated variable interest entities, presented based upon the legal transfer of the underlying assets in order to reflect legal ownership, that can be used only to settle obligations of the consolidated variable interest entities and the liabilities of these entities for which creditors (or beneficial interest holders) do not have recourse to our general credit were as follows.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Assets        
Finance receivables and loans, net        
Finance receivables and loans, net of unearned income $22,035
 $24,630
 $20,020
 $24,630
Allowance for loan losses (140) (173) (134) (173)
Total finance receivables and loans, net 21,895
 24,457
 19,886
 24,457
Investment in operating leases, net 907
 1,745
 704
 1,745
Other assets 827
 1,390
 1,037
 1,390
Total assets $23,629
 $27,592
 $21,627
 $27,592
Liabilities        
Long-term debt $12,499
 $13,259
 $10,046
 $13,259
Accrued expenses and other liabilities 12
 12
 10
 12
Total liabilities $12,511
 $13,271
 $10,056
 $13,271
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

6

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

($ in millions) Common stock and paid-in capital Preferred stock Accumulated deficit Accumulated other comprehensive (loss) income Treasury stock Total equity Common stock and paid-in capital Preferred stock Accumulated deficit Accumulated other comprehensive (loss) income Treasury stock Total equity
Balance at January 1, 2016 $21,100
 $696
 $(8,110) $(231) $(16) $13,439
 $21,100
 $696
 $(8,110) $(231) $(16) $13,439
Net income 
 
 610
 

 
 610
 
 
 819
 

 
 819
Preferred stock dividends 
 
 (30) 

 
 (30) 
 
 (30) 

 
 (30)
Series A preferred stock redemption   (696)       (696)   (696)       (696)
Share-based compensation 36
 

 
 

 

 36
 49
 

 
 

 

 49
Other comprehensive income 
 

 
 266
 

 266
 
 

 
 262
 

 262
Share repurchases related to employee stock-based compensation awards 
 

 
 

 (14) (14)
Balance at June 30, 2016 $21,136
 $
 $(7,530) $35
 $(30) $13,611
Common stock repurchases 
 

 
 

 (173) (173)
Common stock dividend ($0.08 per share) 
 
 (40) 
 
 (40)
Balance at September 30, 2016 $21,149
 $
 $(7,361) $31
 $(189) $13,630
Balance at January 1, 2017 $21,166
 $
 $(7,151) $(341) $(357) $13,317
 $21,166
 $
 $(7,151) $(341) $(357) $13,317
Net income 
 
 466
 

 
 466
 
 
 748
 

 
 748
Share-based compensation 42
 
 
 
 
 42
 57
 
 
 
 
 57
Other comprehensive income 
 
 
 96
 
 96
 
 
 
 144
 
 144
Common stock repurchases (a) 
 
 
 
 (373) (373)
Common stock dividends ($0.16 per share) 
 
 (75) 
 

 (75)
Balance at June 30, 2017 $21,208
 $
 $(6,760) $(245) $(730) $13,473
Common stock repurchases 
 
 
 
 (563) (563)
Common stock dividends ($0.28 per share) 
 
 (130) 
 

 (130)
Balance at September 30, 2017 $21,223
 $
 $(6,533) $(197) $(920) $13,573
(a)Includes shares repurchased related to employee stock-based compensation awards.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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

Six months ended June 30, ($ in millions)
 2017 2016
Nine months ended September 30, ($ in millions)
 2017 2016
Operating activities







Net income
$466

$610

$748

$819
Reconciliation of net income to net cash provided by operating activities
 
 
 
 
Depreciation and amortization
1,003

1,241

1,434

1,807
Provision for loan losses
540

392

854

650
Gain on mortgage and automotive loans, net
(50)
(4)
(65)
(4)
Other gain on investments, net
(50)
(93)
(73)
(145)
Loss on extinguishment of debt
2

4

6

4
Originations and purchases of loans held-for-sale
(202)
(44)
(252)
(141)
Proceeds from sales and repayments of loans originated as held-for-sale
187

144

236

184
Net change in
 
 
 
 
Deferred income taxes
203

193

289

322
Interest payable
48

76

202

112
Other assets
(94)
17

(57)
16
Other liabilities
(50)
(55)
(19)
(65)
Other, net
67

(45)
70

30
Net cash provided by operating activities
2,070

2,436

3,373

3,589
Investing activities







Purchases of available-for-sale securities
(5,853)
(8,657)
(9,022)
(11,027)
Proceeds from sales of available-for-sale securities
2,162

6,584

2,926

8,546
Proceeds from maturities and repayments of available-for-sale securities
1,230

1,536

2,002

2,411
Purchases of held-to-maturity securities
(313)
(571)
(709)
(650)
Proceeds from maturities and repayments of held-to-maturity securities
17



32


Purchases of finance receivables and loans held-for-investment
(1,817)
(2,442)
(3,125)
(2,924)
Proceeds from sales of finance receivables and loans originated as held-for-investment
1,280

4,156

1,323

4,221
Originations and repayments of finance receivables and loans held-for-investment and other, net (1,588) (3,211) 1,021
 (5,384)
Purchases of operating lease assets
(1,965)
(1,472)
(2,844)
(2,360)
Disposals of operating lease assets
3,043

3,047

4,409

4,631
Acquisitions, net of cash acquired


(288)


(309)
Net change in restricted cash
474

482

497

622
Net change in nonmarketable equity investments
107

(354)
(20)
(401)
Other, net
(93)
(69)
(159)
(157)
Net cash used in investing activities
(3,316)
(1,259)
(3,669)
(2,781)
Statement continues on the next page.
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

8

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

Six months ended June 30, ($ in millions)
 2017 2016
Nine months ended September 30, ($ in millions)
 2017 2016
Financing activities







Net change in short-term borrowings
(1,962)
(2,112)
(2,500)
(1,673)
Net increase in deposits
7,133

6,308

11,050

9,240
Proceeds from issuance of long-term debt
9,330

9,020

13,302

11,229
Repayments of long-term debt
(14,366)
(14,305)
(22,376)
(20,758)
Repurchase and redemption of preferred stock


(696)


(696)
Repurchase of common stock (373) (14) (563) (173)
Dividends paid
(75)
(30)
(130)
(70)
Net cash used in financing activities
(313)
(1,829)
(1,217)
(2,901)
Effect of exchange-rate changes on cash and cash equivalents
2

3

3

2
Net decrease in cash and cash equivalents
(1,557)
(649)
(1,510)
(2,091)
Cash and cash equivalents at beginning of year
5,934

6,380

5,934

6,380
Cash and cash equivalents at June 30,
$4,377

$5,731
Cash and cash equivalents at September 30,
$4,424

$4,289
Supplemental disclosures
   
   
Cash paid for
   
   
Interest
$1,331

$1,234

$1,910

$1,860
Income taxes
28

12

32

16
Noncash items
   
   
Held-to-maturity securities received in consideration for loans sold 56
 
 56
 
Finance receivables and loans transferred to loans held-for-sale
1,298

4,174

1,326

4,231
Other disclosures
   
   
Proceeds from repayments of mortgage loans held-for-investment originally designated as held-for-sale
20

18

29

28
The Notes to the Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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




1.    Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies
Ally Financial Inc. (together with its consolidated subsidiaries unless the context requires otherwise, Ally, the Company, or we, us, or our) is a leading digital financial services company and top 25 U.S. financial holding company (FHC) offering diversified financial products for consumers, businesses, automotive dealers, and corporate clients. Our legacy dates back to 1919, and Ally was redesigned in 2009 with a distinctive brand, innovative approach, and relentless focus on our customers. We reconverted to a Delaware corporation in 2009 and are registered as a bank holding company (BHC) under the Bank Holding Company Act of 1956 as amended and a financial holding company (FHC)an FHC under the Gramm-Leach-Bliley Act of 1999 as amended. We are one of the largest full service automotive finance operations in the country with a deep expertise in automotive lending and a complementary automotive-focused insurance business. Our wholly-owned banking subsidiary, Ally Bank, has received numerous industry awards for its services and capabilities and is an award-winningone of the largest and most respected online bank,banks, uniquely positioned for the observed shifting trends in consumer and an indirect, wholly-owned subsidiary of Ally Financial Inc. Collectively, Ally Financial Inc. and its subsidiariescommercial banking preferences for digital banking. We offer a variety of deposit and banking products including CDs, online savings, money market and checking accounts, IRA products, automotive lending products to customers and dealers, corporate finance lending, insurance products and services, a cash back credit card, and mortgage lending offerings through Ally Home, andHome. We have recently integrated a growing digital wealth management and online brokerage platform to enable consumers to have a variety of options in managing their savings and wealth. Additionally, through our corporate finance business, we offer lending solutions through Ally Invest.to middle-market companies.
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that affect income and expenses during the reporting period and related disclosures. In developing the estimates and assumptions, management uses all available evidence; however, actual results could differ because of uncertainties associated with estimating the amounts, timing, and likelihood of possible outcomes. Our most significant estimates pertain to the allowance for loan losses, valuations of automotive lease assets and residuals, fair value of financial instruments, legal and regulatory reserves, and the determination of the provision for income taxes.
The Condensed Consolidated Financial Statements at JuneSeptember 30, 2017, and for the three months and sixnine months ended JuneSeptember 30, 2017, and 2016, are unaudited but reflect all adjustments that are, in management’s opinion, necessary for the fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements (and the related Notes) included in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed on February 27, 2017, with the U.S. Securities and Exchange Commission (SEC).
Significant Accounting Policies
Income Taxes
In calculating the provision for interim income taxes, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. This method differs from that described in Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K, which describes our annual significant income tax accounting policy and related methodology.
Securitizations and Variable Interest Entities
We securitize, transfer, and service consumer and commercial automotive loans and operating leases. Securitization transactions typically involve the use of variable interest entities (VIEs) and are accounted for either as sales or secured borrowings. We may retain economic interests in securitized and sold assets, which are generally in the form of senior or subordinated interests, other residual interests, and servicing rights.
In order to conclude whether or not a VIE is required to be consolidated, careful consideration and judgment must be given to our continuing involvement with the VIE. In circumstances where we have both the power to direct the activities of the entity that most significantly impact the entity's performance and the obligation to absorb losses or the right to receive benefits of the entity that could be significant, we would conclude that we are the primary beneficiary of the VIE, and would consolidate the entity, whichentity. Consolidation of the VIE would also preclude us from recording an accounting sale on the transaction. In the case of a consolidated VIE, the accounting is consistent with a secured borrowing (e.g., we continue to carry the loans and we record the related securitized debt on our Condensed Consolidated Balance Sheet).
In transactions where we are not determined to be the primary beneficiary of the VIE, we must determine whether or not we achieve a sale for accounting purposes. In order to achieve a sale for accounting purposes, the assets being transferred must be legally isolated, not be constrained by restrictions from further transfer, and be deemed to be beyond our control. If we were to fail any of thethese three criteria for sale accounting, the accountingtransfer would be accounted for as a secured borrowing consistent with the preceding paragraph (i.e., a secured borrowing).paragraph. Refer to Note 10 to the Condensed Consolidated Financial Statements for discussion on VIEs.
Gains or losses on off-balance sheet securitizations take into consideration the fair value of any retained interests, including the value of certain servicing assets or liabilities, if any, which are initially recorded at fair value at the date of sale. The estimate of the fair value of the

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



retained interests and servicing requires us to exercise significant judgment about the timing and amount of future cash flows from the interests. Refer to Note 21 to the Condensed Consolidated Financial Statements for a discussion of fair value estimates.
Gains or losses on off-balance sheet securitizations and sales are reported in gain on mortgage and automotive loans, net, in our Condensed Consolidated Statement of Comprehensive Income. Retained interests are classified as securities or as other assets depending on their nature. On December 24, 2016, the risk retention rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-

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



Frank(Dodd-Frank Act) of 2010 became effective, requiring us to retain at least five percent of the credit risk of the assets underlying asset-backed securitizations. This note was updated to address the Dodd-Frank Act risk retention rules and differs from our description in Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K.
We retain servicing responsibilities for all of our consumer and commercial automotive loan and operating lease securitizations. We may receive servicing fees for off-balance sheet securitizations based on the securitized loan balances and certain ancillary fees, all of which are reported in servicing fees in the Condensed Consolidated Statement of Comprehensive Income. Typically, the fee we are paid for servicing consumer automotive finance receivables represents adequate compensation, and consequently, we dodoes not recognizeresult in the recognition of a servicing asset or liability.
Whether on- or off-balance sheet, the investors in the securitization trusts generally have no recourse to our assets outside of protections afforded through customary market representation and warranty repurchase provisions.
Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K regarding additional significant accounting policies.
Recently Adopted Accounting Standards
Stock Compensation — Improvements to Employee Share-Based Payment Accounting (ASU 2016-09)
As of December 31, 2016, we adopted Accounting Standards Update (ASU) 2016-09. The amendments in this update changed several aspects of share-based payment accounting. The amendments allowed for an entity-wide accounting policy election to either account for forfeitures as they occur or estimate the number of awards that are expected to vest. We elected to account for forfeitures as they occur. The amendments modified the tax withholding requirements to allow entities to withhold an amount up to the employee’s maximum individual statutory tax rates without resulting in a liability classification of the award as opposed to limiting the withholding to the minimum statutory tax rates as required under previous accounting guidance. The amendments required that all excess tax benefits and tax deficiencies related to share-based payment awards be recognized in income tax expense or benefit in the income statement in the period in which they occur. The adoption of these amendments did not have a material impact to the financial statements. The amendments also addressed the classification and presentation of certain items on the cash flow statement. Specifically, cash flows related to excess tax benefits should be classified as an operating activity instead of a financing activity and cash flows related to cash paid to a tax authority by an employer when withholding shares from an employee’s award for tax withholding purposes should be classified as a financing activity. The adoption of the amendment requiring excess tax benefits to be classified as an operating activitythese amendments did not have a material impact to our Condensed Consolidated Statement of Cash Flows. The adoption of the amendment requiring amounts paid to a tax authority by an employer when withholding shares from an employee’s award for tax withholding purposes to be classified as a financing activity resulted in the reclassification of cash flows in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2016, of $14 million from operating activities to financing activities.financial statements.
Recently Issued Accounting Standards
Revenue from Contracts with Customers (ASU 2014-09) and Revenue from Contracts with Customers — Deferral of the Effective Date (ASU 2015-14)
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09. The purpose of this guidance is to streamline and consolidate existing revenue recognition principles in GAAP and to converge revenue recognition principles with International Financial Reporting Standards (IFRS). The core principle of the amendments is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The amendments include a five step process for consideration of the core principle, guidance on the accounting treatment for costs associated with a contract, and disclosure requirements related to the revenue process. As originally issued, the amendments in ASU 2014-09 were to be effective beginning on January 1, 2017. However, in August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the guidance until January 1, 2018, and permitted early adoption as of the original effective date in ASU 2014-09. The FASB created a transition resource group to work with stakeholders and clarify the new guidance as necessary. The FASB has issued several additional ASUs to clarify guidance and provide implementation support for ASU 2014-09. The clarifying guidance elaborates on the key concepts within ASU 2014-09 and clarifies how those concepts interact with other GAAP requirements. Management has considered these additional ASUs when assessing the overall impact of ASU 2014-09. The amendments to the revenue recognition principles can be applied onupon adoption either through a full retrospective application or on a modified retrospective basis with a cumulative effect adjustment on the date of initial adoption with certain practical expedients. Our implementation efforts to date related to this standard have included identifying revenue streams that are within the scope of this guidance, the evaluation of associated contracts and accounting policies, the evaluation of processes and systems of internal control, and the assessment of disclosure requirements of the standard. A majority of our revenue streams are not within the scope of this ASU as they are governed by other accounting standards. Management has determined that certain revenue streams and contractual arrangements are in scope of this guidance, including deposit fees, revenue on certain noninsurance contracts, brokering commissions through our insurance operations, sales of other real estate owned, sales of repossessed and off-lease vehicles, remarketing fee income through SmartAuction, and commission and fee income generated through Ally Invest. Management does not expect these amendments to impact current revenue recognition patterns for a majority of the in scope revenue streams and contracts. However, we expect that the application of this guidance to noninsurance contracts within our insurance business will result in the deferral of certain amounts we currently recognize as revenue and expense upon the origination of the contract and the immediate recognition of certain expenses upon the origination of the contract that are currently deferred. Additionally, upon implementation we expect to expand our financial statement disclosures as required by the standard. Our assessment is not final; however, we do not expect the impact of the new guidance to these

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



specific contracts to be material to the financial statements. We currently plan to adopt this guidance as of January 1, 2018, and expect to use the modified retrospective approach.

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



Financial Instruments — Recognition and Measurement of Financial Assets (ASU 2016-01)
In January 2016, the FASB issued ASU 2016-01. The amendments in this update modify the requirements related to the measurement of certain financial instruments in the statement of financial condition and results of operations. For equity investments (other than investments accounted for using the equity method), entities must measure such instruments at fair value with changes in fair value recognized in net income. Changes in fair value for available-for-sale equity securities will no longer be recognized through other comprehensive income. Reporting entities may continue to elect to measure equity investments that do not have a readily determinable fair value at cost with adjustments for impairment and observable changes in price. In addition, for a liability (other than a derivative liability) that an entity measures at fair value, any change in fair value related to the instrument-specific credit risk, that is the entity’s own-credit, should be presented separately in other comprehensive income and not as a component of net income. The amendments are effective on January 1, 2018, with early adoption permitted solely for the provisions pertaining to instrument-specific credit risk for liabilities measured at fair value. The amendments must be applied on a modified retrospective basis with a cumulative effect adjustment as of the beginning of the fiscal year of initial adoption. TheWhile the amendment requiring equity investments to be measured at fair value with changes in fair value recognized in net income will create additional volatility in our consolidated resultsCondensed Consolidated Statement of operations since changes in fair value for available-for-sale securities will be recognized in net income as opposed to other comprehensive income as required under existing accounting guidance. Management continues to evaluate the impact of the other amendments. However,Comprehensive Income, we do not anticipate the other amendments towill have a material impact to our financial statements. We currently plan to adopt these amendments on January 1, 2018, and expect to use the modified retrospective approach as required.
Leases (ASU 2016-02)
In February 2016, the FASB issued ASU 2016-02. The amendments in this update primarily replace the existing accounting requirements for operating leases for lessees. Lessee accounting requirements for finance leases and lessor accounting requirements for operating leases and sales type and direct financing leases (sales type and direct financing leases were both previously referred to as capital leases) are largely unchanged. The amendments require the lessee of an operating lease to record a balance sheet gross-up upon lease commencement by recognizing a right-of-use asset and lease liability equal to the present value of the lease payments. The right-of-use asset and lease liability should be derecognized in a manner that effectively yields a straight line lease expense over the lease term. In addition to the changes to the lessee operating lease accounting requirements, the amendments also change the types of costs that can be capitalized related to a lease agreement for both lessees and lessors for all types of leases. The amendments also require additional disclosures for all lease types for both lessees and lessors. The amendments are effective on January 1, 2019, with early adoption permitted. The amendments must be applied on a modified retrospective basis with a cumulative adjustment to the beginning of the earliest fiscal year presented in the financial statements in the period of adoption. Management is currently evaluating the impact of these amendments. Upon adoption, we expect to record a balance sheet gross-up, reflecting our right-of-use asset and lease liability for our operating leases where we are the lessee (for example, our facility leases). We are currently reviewing our operating lease contracts where we are the lessee to determine the impact of the gross-up and the changes to capitalizable costs. We are also reviewing our leases where we are the lessor to determine the impact of the changes to capitalizable costs. We currently plan to adopt these amendments on January 1, 2019, and expect to use the modified retrospective approach as required.
Financial Instruments — Credit Losses (ASU 2016-13)
In June 2016, the FASB issued ASU 2016-13. The amendments in this update introduce a new accounting model to measure credit losses for financial assets measured at amortized cost. Credit losses for financial assets measured at amortized cost should be determined based on the total current expected credit losses over the life of the financial asset or group of financial assets. In effect, the financial asset or group of financial assets should be presented at the net amount expected to be collected. Credit losses will no longer be measured as they are incurred for financial assets measured at amortized cost. The amendments also modify the accounting for available-for-sale debt securities whereby credit losses will be recorded through an allowance for credit losses rather than a write-down to the security’s cost basis, which allows for reversals of credit losses when estimated credit losses decline. Credit losses for available-for-sale debt securities should be measured in a manner similar to current GAAP. The amendments are effective on January 1, 2020, with early adoption permitted as of January 1, 2019. The amendments must be applied using a modified retrospective approach with a cumulative-effect adjustment through retained earnings as of the beginning of the fiscal year upon adoption. The new accounting model for credit losses represents a significant departure from existing GAAP, and will likely materially increase the allowance for credit losses with a resulting negative adjustment to retained earnings. Management created a formal working group to govern the implementation of these amendments consisting of key stakeholders from finance, risk, and accounting and is currently evaluating the impact of the amendments. We are in the process of designing and building the models and procedures that will be used to calculate the credit loss reserves in accordance with these amendments. We currently plan to adopt these amendments on January 1, 2020, and expect to use the modified retrospective approach as required.
Statement of Cash Flows — Restricted Cash (ASU 2016-18)
In November 2016, the FASB issued ASU 2016-18. The amendments in this update require that amounts classified as restricted cash and restricted cash equivalents be included within the beginning-of-period and end-of-period amounts along with cash and cash equivalents on the statement of cash flows. Prior to this ASU, specific guidance on the presentation of changes in restricted cash and restricted cash equivalents within the statement of cash flows did not exist. The amendments are effective on January 1, 2018, with early adoption permitted. The amendments must be applied retrospectively to all periods presented within the statement of cash flows upon adoption. The amendments will not impact financial results, but will result in a change in the presentation of restricted cash and restricted cash equivalents within the statement of cash flows. We currently plan to adopt these amendments on January 1, 2018, and expect to use the retrospective approach as required.

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



statement of cash flows. We currently plan to adopt these amendments on January 1, 2018, and expect to use the retrospective approach as required.
Receivables — Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities (ASU 2017-08)
In March 2017, the FASB issued ASU 2017-08. The amendments in this update require premiums on purchased callable debt securities to be amortized to the security’s earliest call date. Prior to this ASU, premiums and discounts on purchased callable debt securities were generally required to be amortized to the security’s maturity date. The amendments do not require an accounting change for securities held at a discount. The amendments are effective on January 1, 2019, with early adoption permitted. The amendments must be applied using a modified retrospective approach with a cumulative-effect adjustment through retained earnings as of the beginning of the fiscal year upon adoption. Management is currently evaluating the impact of these amendments. We currently plan to adopt these amendments on January 1, 2019, and expect to use the modified retrospective approach as required.
Derivatives and Hedging — Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12)
In August 2017, the FASB issued ASU 2017-12, which enhances the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The amendments are effective on January 1, 2019, with early adoption permitted. Entities must apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. All transition requirements and elections must be applied to hedging relationships existing as of the adoption date and the effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The presentation and disclosure requirements must be applied prospectively. We are currently evaluating the impact these amendments will have to our financial statements and are evaluating the potential of early adopting the standard on January 1, 2018.
2.    Acquisitions
On June 1, 2016, we acquired 100% of the equity of TradeKing Group, Inc. (TradeKing), a digital wealth management company with an online broker-dealer, digital portfolio management platform, and educational content for $298 million in cash. TradeKing, which has been rebranded as Ally Invest, operates as a wholly-owned subsidiary of Ally Financial Inc. The addition of brokerage and wealth management is a natural extension of our online banking franchise, creating a full suite of financial products for savings and investments. We applied the acquisition method of accounting to this transaction, which generally requires the initial recognition of assets acquired, including identifiable intangible assets, and liabilities assumed at their respective fair value. Goodwill is recognized as the excess of the acquisition price after the recognition of the net assets, including the identifiable intangible assets. Beginning in June 2016, financial information related to Ally Invest is included within Corporate and Other.
The following table summarizes the allocation of cash consideration paid for TradeKing and the amounts of the identifiable assets acquired and liabilities assumed recognized at the acquisition date.
($ in millions) 
Purchase price 
Cash consideration$298
Allocation of purchase price to net assets acquired 
Intangible assets (a)82
Cash and short-term investments (b)50
Other assets14
Deferred tax asset, net4
Employee compensation and benefits(41)
Other liabilities(4)
Goodwill$193
(a)
We recorded $2$3 million and $5$8 million of amortization on these intangible assets during the three months and sixnine months ended JuneSeptember 30, 2017, respectively.respectively, and $3 million during both the three months and nine months ended September 30, 2016.
(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.
The goodwill of $193 million arising from the acquisition consists largely of expected growth of the business as we leverage the Ally brand and our marketing capabilities to scale the acquired technology platform and expand the suite of financial products we offer to our existing growing customer base. None of the goodwill recognized is expected to be deductible for income tax purposes. Refer to Note 12 for a reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period.

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



On August 1, 2016, we acquired assets that constitute a business from Blue Yield, an online automotive lender exchange which we rebranded as Clearlane, as we continue to expand our automotive finance offerings to include a direct-to-consumer option. We completed the acquisition for $28 million of total consideration. As a result of the purchase, we recognized $20 million of goodwill within Automotive Finance operations.
3.    Discontinued Operations
Prior to the adoption of ASU 2014-08, which was prospectively applied only to newly identified disposals that qualify as discontinued operations beginning after January 1, 2015, we have classified operations as discontinued when operations and cash flows will be eliminated from our ongoing operations and we do not expect to retain any significant continuing involvement in their operations after the respective sale or disposal transactions. For all periods presented, the operating results for these discontinued operations have been removed from continuing operations and presented separately as discontinued operations, net of tax, in the Condensed Consolidated Statement of Comprehensive Income. The Notes to the Condensed Consolidated Financial Statements have been adjusted to exclude discontinued operations unless otherwise noted.

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



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. Select financial information of discontinued operations is summarized below.
 Three months ended June 30, Six months ended June 30,
($ in millions)2017 2016 2017 2016
Pretax (loss) income$(2) $(2) $(1) $2
Tax benefit
 (5) 
 (4)
 Three months ended September 30, Nine months ended September 30,
($ in millions)2017 2016 2017 2016
Pretax loss$(1) $(46) $(2) $(44)
Tax (benefit) expense(3) 6
 (3) 2
4.    Other Income, Net of Losses
Details of other income, net of losses, were as follows.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Remarketing fees $27
 $25
 $56
 $53
 $26
 $26
 $82
 $79
Late charges and other administrative fees 25
 22
 52
 47
 25
 25
 77
 72
Servicing fees 14
 18
 30
 31
 11
 18
 41
 49
Income from equity-method investments 5
 5
 5
 11
 7
 3
 12
 14
Other, net 32
 26
 75
 49
 26
 26
 101
 75
Total other income, net of losses $103

$96

$218

$191
 $95

$98

$313

$289
5.    Reserves for Insurance Losses and Loss Adjustment Expenses
The following table shows a rollforward of our reserves for insurance losses and loss adjustment expenses.
($ in millions)20172016
Total gross reserves for insurance losses and loss adjustment expenses at January 1,$149
$169
Less: Reinsurance recoverable108
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 year211
221
Prior years (a)2
(3)
Total net insurance losses and loss adjustment expenses incurred213
218
Net insurance losses and loss adjustment expenses paid or payable related to:  
Current year(183)(184)
Prior years(27)(25)
Total net insurance losses and loss adjustment expenses paid or payable(210)(209)
Net reserves for insurance losses and loss adjustment expenses at June 30,44
58
Plus: Reinsurance recoverable135
106
Total gross reserves for insurance losses and loss adjustment expenses at June 30,$179
$164
(a)There have been no material adverse changes to the reserve for prior years.

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



5.    Reserves for Insurance Losses and Loss Adjustment Expenses
The following table shows a rollforward of our reserves for insurance losses and loss adjustment expenses.
($ in millions) 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 276
 291
Prior years (a) 2
 (4)
Total net insurance losses and loss adjustment expenses incurred 278
 287
Net insurance losses and loss adjustment expenses paid or payable related to:    
Current year (248) (266)
Prior years (31) (27)
Total net insurance losses and loss adjustment expenses paid or payable (279) (293)
Foreign exchange and other 1
 1
Net reserves for insurance losses and loss adjustment expenses at September 30, 41
 44
Plus: Reinsurance recoverable 132
 106
Total gross reserves for insurance losses and loss adjustment expenses at September 30, $173
 $150
(a)There have been no material adverse changes to the reserve for prior years.
6.    Other Operating Expenses
Details of other operating expenses were as follows.
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
($ in millions)2017 2016 2017 20162017 2016 2017 2016
Insurance commissions$104
 $97
 $203
 $191
$106
 $99
 $309
 $290
Technology and communications71
 67
 140
 133
72
 70
 212
 203
Lease and loan administration39
 34
 75
 66
41
 34
 116
 100
Advertising and marketing33
 21
 63
 48
33
 27
 96
 75
Vehicle remarketing and repossession29
 24
 82
 70
Regulatory and licensing fees28
 21
 55
 42
27
 26
 82
 68
Vehicle remarketing and repossession25
 22
 53
 46
Professional services27
 26
 53
 50
28
 25
 81
 75
Premises and equipment depreciation23
 21
 45
 42
22
 19
 67
 61
Occupancy11
 12
 23
 25
11
 13
 34
 38
Non-income taxes8
 8
 16
 17
6
 10
 22
 27
Other51
 57
 99
 111
49
 71
 148
 182
Total other operating expenses$420
 $386
 $825
 $771
$424
 $418
 $1,249
 $1,189

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



7.    Investment Securities
Our portfolio of securities includes bonds, equity securities, asset-backed securities, commercial and residential mortgage-backed securities, and other investments. The cost, fair value, and gross unrealized gains and losses on investment securities were as follows.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016


Amortized cost
Gross unrealized
Fair value
Amortized cost
Gross unrealized
Fair
value

Amortized cost
Gross unrealized
Fair value
Amortized cost
Gross unrealized
Fair
value
($ in millions)
gains
losses
gains
losses

gains
losses
gains
losses
Available-for-sale securities































Debt securities































U.S. Treasury(a)
$1,891

$

$(39)
$1,852

$1,680

$

$(60)
$1,620

$2,112

$

$(39)
$2,073

$1,680

$

$(60)
$1,620
U.S. States and political subdivisions
780

13

(11)
782

794

7

(19)
782

849

12

(10)
851

794

7

(19)
782
Foreign government
148

2



150

157

5



162

157

2

(2)
157

157

5



162
Agency mortgage-backed residential
13,809

39

(172)
13,676

10,473

29

(212)
10,290

14,423

54

(133)
14,344

10,473

29

(212)
10,290
Mortgage-backed residential 2,063
 11
 (36) 2,038
 2,162
 5
 (70) 2,097
 2,326
 16
 (32) 2,310
 2,162
 5
 (70) 2,097
Mortgage-backed commercial
474

2

(1)
475

537

2

(2)
537

509

2

(2)
509

537

2

(2)
537
Asset-backed
1,010

6

(2)
1,014

1,396

6

(2)
1,400

1,036

4

(1)
1,039

1,396

6

(2)
1,400
Corporate debt
1,273

8

(9)
1,272

1,452

7

(16)
1,443

1,291

10

(10)
1,291

1,452

7

(16)
1,443
Total debt securities (a) (b)
21,448

81

(270)
21,259

18,651

61

(381)
18,331
Total debt securities (b) (c)
22,703

100

(229)
22,574

18,651

61

(381)
18,331
Equity securities
549

9

(53)
505

642

7

(54)
595

563

12

(50)
525

642

7

(54)
595
Total available-for-sale securities
$21,997

$90

$(323)
$21,764

$19,293

$68

$(435)
$18,926

$23,266

$112

$(279)
$23,099

$19,293

$68

$(435)
$18,926
Held-to-maturity securities                                
Debt securities                                
Agency mortgage-backed residential (c)(d) $1,143
 $2
 $(35) $1,110
 $839
 $
 $(50) $789
 $1,799
 $4
 $(36) $1,767
 $839
 $
 $(50) $789
Asset-backed retained notes 46
 
 
 46
 
 
 
 
 40
 
 
 40
 
 
 
 
Total held-to-maturity securities
$1,189

$2

$(35)
$1,156

$839
 $
 $(50) $789

$1,839

$4

$(36)
$1,807

$839
 $
 $(50) $789
(a)
Includes $304 million of U.S. Treasury securities that are included in a fair value hedging relationship as of September 30, 2017. Refer to Note 19 for additional information.
(b)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 JuneSeptember 30, 2017, and December 31, 2016, respectively.
(b)(c)Investment securities with a fair value of $3,316$6,705 million and $4,881 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, were pledged to secure advances from the Federal Home Loan Bank (FHLB), short-term borrowings or repurchase agreements, andor for other purposes as required by contractual obligation or law. Under these agreements, Ally haswe have granted the counterparty the right to sell or pledge $1,420$1,339 million and $737 million of the underlying investment securities at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(c)(d)Agency mortgage-backed residential debt securities are held for liquidity risk management purposes. Securities with a fair value of $0$115 million and $87 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, were pledged to secure advances from the FHLB.

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



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


Total
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
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
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
June 30, 2017



















September 30, 2017



















Fair value of available-for-sale debt securities (a)







































U.S. Treasury
$1,852

1.7%
$

%
$21

1.7%
$1,831

1.7%
$

%
$2,073

1.8%
$

%
$467

1.7%
$1,606

1.8%
$

%
U.S. States and political subdivisions
782

3.1

38

2.5

45

2.4

165

2.8

534

3.3

851

2.9

69

1.6

35

2.4

197

2.7

550

3.2
Foreign government
150

2.5





68

2.6

82

2.4





157

2.5





69

2.6

88

2.4




Agency mortgage-backed residential 13,676
 3.0
 
 
 
 
 3
 2.9
 13,673
 3.0
 14,344
 3.1
 
 
 
 
 3
 2.9
 14,341
 3.1
Mortgage-backed residential
2,038

2.9













2,038

2.9

2,310

3.0













2,310

3.0
Mortgage-backed commercial
475

3.1









3

2.9

472

3.1

509

3.1









31

2.9

478

3.1
Asset-backed
1,014

2.9





801

3.0

57

2.9

156

2.7

1,039

3.0

2

1.6

762

3.1

137

3.1

138

2.7
Corporate debt
1,272

2.9

125

2.3

617

2.6

496

3.2

34

5.2

1,291

2.9

135

2.5

595

2.6

515

3.2

46

4.9
Total available-for-sale debt securities
$21,259

2.9

$163

2.3

$1,552

2.8

$2,637

2.1

$16,907

3.0

$22,574

2.9

$206

2.2

$1,928

2.6

$2,577

2.2

$17,863

3.1
Amortized cost of available-for-sale debt securities
$21,448



$163



$1,545



$2,675



$17,065



$22,703



$206



$1,929



$2,609



$17,959


Amortized cost of held-to-maturity securities 

                   

                  
Agency mortgage-backed residential $1,143
 3.0% $
 % $
 % $
 % $1,143
 3.0% $1,799
 3.1% $
 % $
 % $
 % $1,799
 3.1%
Asset-backed retained notes 46
 1.6
 4
 0.8
 41
 1.6
 1
 3.0
 
 
 40
 1.7
 
 
 39
 1.6
 1
 3.0
 
 
Total held-to-maturity securities $1,189
 2.9
 $4
 0.8
 $41
 1.6
 $1
 3.0
 $1,143
 3.0
 $1,839
 3.1
 $
 
 $39
 1.6
 $1
 3.0
 $1,799
 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%
$

%
$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

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





162

2.6





58

2.8

104

2.4




Agency mortgage-backed residential 10,290
 2.9
 
 
 
 
 29
 2.6
 10,261
 2.9
 10,290
 2.9
 
 
 
 
 29
 2.6
 10,261
 2.9
Mortgage-backed residential
2,097

2.9













2,097

2.9

2,097

2.9













2,097

2.9
Mortgage-backed commercial
537

2.6









3

2.8

534

2.6

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

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

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

$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




$18,651




$138




$2,040




$2,563




$13,910



Amortized cost of held-to-maturity securities (b)
$839

2.9%
$

%
$

%
$

%
$839

2.9%
$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.
The balances of cash equivalents were $1.2 billion$304 million and $291 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, and were composed primarily of money market accounts and short-term securities, including U.S. Treasury bills.

1617

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



The following table presents interest and dividends on investment securities.
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
($ in millions)2017 2016 2017 20162017 2016 2017 2016
Taxable interest$130

$89
 $249
 $183
$141

$93
 $390
 $276
Taxable dividends3

5
 5
 9
3

4
 8
 13
Interest and dividends exempt from U.S. federal income tax6

5
 11
 9
6

4
 17
 13
Interest and dividends on investment securities$139

$99
 $265
 $201
$150

$101
 $415
 $302
The following table presents gross gains and losses realized upon the sales of available-for-sale securities. There were no other-than-temporary impairments upon the sales of available-for-sale securities for either period.
Three months ended June 30, Six months ended June 30,Three months ended September 30, Nine months ended September 30,
($ in millions)2017 2016 2017 20162017 2016 2017 2016
Gross realized gains$24
 $40
 $51
 $94
$24
 $52
 $75
 $146
Gross realized losses (a)(1) (1) (1) (1)(1) 
 (2) (1)
Other gain on investments, net$23
 $39
 $50
 $93
$23
 $52
 $73
 $145
(a)Certain available-for-sale securities were sold at a loss in 2017 and 2016 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.
The table below summarizes available-for-sale securities in an unrealized loss position in accumulated other comprehensive income. Based on the assessment of whether such losses were deemed to be other-than-temporary, we believe that the unrealized losses are not indicative of an other-than-temporary impairment of these securities. As of JuneSeptember 30, 2017, we did not have the intent to sell the debt securities with an unrealized loss position in accumulated other comprehensive income, it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis, and we expect to recover the entire amortized cost basis of the securities. As of JuneSeptember 30, 2017, we had the ability and intent to hold equity securities with an unrealized loss position in accumulated other comprehensive income, and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. As a result, we believe that the securities with an unrealized loss position in accumulated other comprehensive income are not considered to be other-than-temporarily impaired at JuneSeptember 30, 2017. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for additional information related to investment securities and our methodology for evaluating potential other-than-temporary impairments.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016


Less than 12 months
12 months or longer
Less than 12 months
12 months or longer
Less than 12 months
12 months or longer
Less than 12 months
12 months or longer
($ in millions)
Fair value
Unrealized loss
Fair value
Unrealized loss
Fair value
Unrealized loss
Fair value
Unrealized loss
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
$1,829

$(39)
$

$

$1,612

$(60)
$

$

$2,029

$(39)
$

$

$1,612

$(60)
$

$
U.S. States and political subdivisions
401

(10)
15

(1)
524

(19)




311

(4)
138

(6)
524

(19)



Foreign government
26







38







78

(2)




38






Agency mortgage-backed residential 9,293
 (162) 448
 (10) 8,052
 (196) 587
 (16) 7,444
 (115) 730
 (18) 8,052
 (196) 587
 (16)
Mortgage-backed residential
410

(6)
763

(30)
813

(17)
860

(53)
103

(1)
825

(31)
813

(17)
860

(53)
Mortgage-backed commercial 102
 (1) 49
 
 47
 (1) 149
 (1) 164
 (2) 15
 
 47
 (1) 149
 (1)
Asset-backed
293

(1)
107

(1)
375

(2)
127



341

(1)
86



375

(2)
127


Corporate debt
495

(7)
36

(2)
744

(14)
46

(2)
388

(6)
108

(4)
744

(14)
46

(2)
Total temporarily impaired debt securities
12,849

(226)
1,418

(44)
12,205

(309)
1,769

(72)
10,858

(170)
1,902

(59)
12,205

(309)
1,769

(72)
Temporarily impaired equity securities
140

(9)
124

(44)
151

(8)
269

(46)
101

(8)
119

(42)
151

(8)
269

(46)
Total temporarily impaired available-for-sale securities
$12,989

$(235)
$1,542

$(88)
$12,356

$(317)
$2,038

$(118)
$10,959

$(178)
$2,021

$(101)
$12,356

$(317)
$2,038

$(118)

1718

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



8.    Finance Receivables and Loans, Net
The composition of finance receivables and loans reported at gross carrying value was as follows.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Consumer automotive (a) $66,774
 $65,793
 $67,077
 $65,793
Consumer mortgage        
Mortgage Finance (b) 8,866
 8,294
 9,760
 8,294
Mortgage — Legacy (c) 2,428
 2,756
 2,255
 2,756
Total consumer mortgage 11,294
 11,050
 12,015
 11,050
Total consumer 78,068
 76,843
 79,092
 76,843
Commercial        
Commercial and industrial        
Automotive 34,782
 35,041
 31,985
 35,041
Other 3,620
 3,248
 3,774
 3,248
Commercial real estate — Automotive 4,058
 3,812
 4,020
 3,812
Total commercial 42,460
 42,101
 39,779
 42,101
Total finance receivables and loans (d) $120,528
 $118,944
 $118,871
 $118,944
(a)
Includes $28$24 million and $43 million of fair value adjustment for loans in hedge accounting relationships at JuneSeptember 30, 2017, and December 31, 2016, respectively. Refer to Note 19 for additional information.
(b)Includes loans originated as interest-only mortgage loans of $24 million and $30 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, 3%35% of which are expected to start principal amortization in 2017, none2019, and 44% in 2018, 34% in 2019, 43% in 2020, and none thereafter.2020. The remainder of these loans have already exited the interest-only period.
(c)Includes loans originated as interest-only mortgage loans of $587$538 million and $714 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, 7%2% of which are expected to start principal amortization in 2017, 2% in 2018, none in 2019, none in 2020, and 1% thereafter.beyond 2020. The remainder of these loans have already exited the interest-only period.
(d)
Totals include net increases of $439$494 million and $359 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, for unearned income, unamortized premiums and discounts, and deferred fees and costs.
The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans.
Three months ended June 30, 2017 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Allowance at April 1, 2017 $941
 $86
 $128
 $1,155
Three months ended September 30, 2017 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Allowance at July 1, 2017 $1,002
 $83
 $140
 $1,225
Charge-offs (a) (290) (6) 
 (296) (327) (7) (10) (344)
Recoveries 91
 6
 
 97
 85
 6
 
 91
Net charge-offs (199)

 
 (199) (242)
(1) (10) (253)
Provision for loan losses 260
 (3) 12
 269
 314
 
 
 314
Allowance at June 30, 2017 $1,002

$83

$140
 $1,225
Other 
 (1) 1
 
Allowance at September 30, 2017 $1,074

$81

$131
 $1,286
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for more information regarding our charge-off policies.
Three months ended September 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Allowance at July 1, 2016 $862
 $109
 $118
 $1,089
Charge-offs (a) (293) (10) 
 (303)
Recoveries 74
 16
 
 90
Net charge-offs (219)
6
 
 (213)
Provision for loan losses 269
 (15) 4
 258
Allowance at September 30, 2016 $912

$100

$122

$1,134
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for more information regarding our charge-off policies.

Three months ended June 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Allowance at April 1, 2016 $850
 $115
 $112
 $1,077
Charge-offs (a) (227) (9) (1) (237)
Recoveries 79
 5
 1
 85
Net charge-offs (148)
(4) 
 (152)
Provision for loan losses 168
 (2) 6
 172
Other (b) (8) 
 
 (8)
Allowance at June 30, 2016 $862

$109

$118

$1,089
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K 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.

1819

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



Six months ended June 30, 2017 ($ in millions)

Consumer automotive
Consumer mortgage
Commercial
Total
Nine months ended September 30, 2017 ($ in millions)

Consumer automotive
Consumer mortgage
Commercial
Total
Allowance at January 1, 2017
$932

$91

$121

$1,144

$932

$91

$121

$1,144
Charge-offs (a)
(631)
(15)


(646)
(958)
(22)
(10)
(990)
Recoveries
181

13



194

266

19



285
Net charge-offs
(450)
(2)


(452)
(692)
(3)
(10)
(705)
Provision for loan losses
527

(6)
19

540

841

(6)
19

854
Other (b)
(7)




(7)
(7)
(1)
1

(7)
Allowance at June 30, 2017
$1,002
 $83
 $140

$1,225
Allowance for loan losses at June 30, 2017







Allowance at September 30, 2017
$1,074
 $81
 $131

$1,286
Allowance for loan losses at September 30, 2017







Individually evaluated for impairment
$34

$31

$32

$97

$35

$30

$21

$86
Collectively evaluated for impairment
968

52

108

1,128

1,039

51

110

1,200
Finance receivables and loans at gross carrying value
       
       
Ending balance
$66,774

$11,294

$42,460

$120,528

$67,077

$12,015

$39,779

$118,871
Individually evaluated for impairment
380

242

151

773

403

237

146

786
Collectively evaluated for impairment
66,394

11,052

42,309

119,755

66,674

11,778

39,633

118,085
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K 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.
Six months ended June 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Nine months ended September 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Commercial Total
Allowance at January 1, 2016 $834
 $114
 $106
 $1,054
 $834
 $114
 $106
 $1,054
Charge-offs (a) (480) (19) (1) (500) (773) (29) (1) (803)
Recoveries 159
 9
 1
 169
 233
 25
 1
 259
Net charge-offs (321) (10) 
 (331) (540) (4) 
 (544)
Provision for loan losses 375
 5
 12
 392
 644
 (10) 16
 650
Other (b) (26) 
 
 (26) (26) 
 
 (26)
Allowance at June 30, 2016 $862
 $109
 $118
 $1,089
Allowance for loan losses at June 30, 2016







Allowance at September 30, 2016 $912
 $100
 $122
 $1,134
Allowance for loan losses at September 30, 2016







Individually evaluated for impairment
$26

$37

$23

$86

$24

$35

$25

$84
Collectively evaluated for impairment
836

72

95

1,003

888

65

97

1,050
Finance receivables and loans at gross carrying value
     



     


Ending balance
$63,281

$11,084

$38,288

$112,653

$64,816

$10,857

$39,286

$114,959
Individually evaluated for impairment
348

254

122

724

349

251

111

711
Collectively evaluated for impairment
62,933

10,830

38,166

111,929

64,467

10,606

39,175

114,248
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K 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.
The following table presents information about significant sales of finance receivables and loans and transfers of finance receivables and loans from held-for-investment to held-for-sale.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions)
2017
2016 2017 2016
2017
2016 2017 2016
Consumer automotive
$85

$1,560
 $1,298
 $4,159

$28

$57
 $1,326
 $4,216
Consumer mortgage
3

4
 6
 6

3

6
 9
 12
Commercial


28
 
 28




 
 28
Total sales and transfers
$88

$1,592
 $1,304
 $4,193

$31

$63
 $1,335
 $4,256

1920

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



The following table presents information about significant purchases of finance receivables and loans.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Consumer automotive
$611

$
 $679
 $

$83

$
 $762
 $
Consumer mortgage
809

1,018
 1,136
 2,388

1,183

467
 2,319
 2,855
Total purchases of finance receivables and loans
$1,420
 $1,018
 $1,815
 $2,388

$1,266
 $467
 $3,081
 $2,855
The following table presents an analysis of our past due finance receivables and loans recorded at gross carrying value.
($ in millions) 30–59 days past due 60–89 days past due 90 days or more past due Total past due Current Total finance receivables and loans 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
June 30, 2017            
September 30, 2017            
Consumer automotive $1,569
 $350
 $236
 $2,155
 $64,619
 $66,774
 $1,742
 $414
 $261
 $2,417
 $64,660
 $67,077
Consumer mortgage                        
Mortgage Finance 32
 3
 6
 41
 8,825
 8,866
 75
 1
 5
 81
 9,679
 9,760
Mortgage — Legacy 34
 18
 55
 107
 2,321
 2,428
 40
 21
 58
 119
 2,136
 2,255
Total consumer mortgage 66
 21
 61
 148
 11,146
 11,294
 115
 22
 63
 200
 11,815
 12,015
Total consumer 1,635
 371
 297
 2,303
 75,765
 78,068
 1,857
 436
 324
 2,617
 76,475
 79,092
Commercial                        
Commercial and industrial                        
Automotive 18
 
 8
 26
 34,756
 34,782
 16
 
 13
 29
 31,956
 31,985
Other 
 
 
 
 3,620
 3,620
 
 
 8
 8
 3,766
 3,774
Commercial real estate — Automotive 
 
 
 
 4,058
 4,058
 3
 
 
 3
 4,017
 4,020
Total commercial 18



8

26

42,434

42,460
 19



21

40

39,739

39,779
Total consumer and commercial $1,653

$371

$305

$2,329

$118,199

$120,528
 $1,876

$436

$345

$2,657

$116,214

$118,871
December 31, 2016                        
Consumer automotive $1,850
 $428
 $302
 $2,580
 $63,213
 $65,793
 $1,850
 $428
 $302
 $2,580
 $63,213
 $65,793
Consumer mortgage                        
Mortgage Finance 39
 6
 4
 49
 8,245
 8,294
 39
 6
 4
 49
 8,245
 8,294
Mortgage — Legacy 45
 18
 57
 120
 2,636
 2,756
 45
 18
 57
 120
 2,636
 2,756
Total consumer mortgage 84
 24
 61
 169
 10,881
 11,050
 84
 24
 61
 169
 10,881
 11,050
Total consumer 1,934
 452
 363
 2,749
 74,094
 76,843
 1,934
 452
 363
 2,749
 74,094
 76,843
Commercial                        
Commercial and industrial                        
Automotive 3
 
 7
 10
 35,031
 35,041
 3
 
 7
 10
 35,031
 35,041
Other 
 
 
 
 3,248
 3,248
 
 
 
 
 3,248
 3,248
Commercial real estate — Automotive 
 
 
 
 3,812
 3,812
 
 
 
 
 3,812
 3,812
Total commercial 3



7

10

42,091

42,101
 3



7

10

42,091

42,101
Total consumer and commercial $1,937

$452

$370

$2,759

$116,185

$118,944
 $1,937

$452

$370

$2,759

$116,185

$118,944

2021

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



The following table presents the gross carrying value of our finance receivables and loans on nonaccrual status.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Consumer automotive $540
 $598
 $573
 $598
Consumer mortgage        
Mortgage Finance 9
 10
 7
 10
Mortgage — Legacy 83
 89
 81
 89
Total consumer mortgage 92
 99
 88
 99
Total consumer 632
 697
 661
 697
Commercial        
Commercial and industrial        
Automotive 75
 33
 78
 33
Other 69
 84
 61
 84
Commercial real estate — Automotive 7
 5
 7
 5
Total commercial 151
 122
 146
 122
Total consumer and commercial finance receivables and loans $783

$819
 $807

$819
Management performs a quarterly analysis of the consumer automotive, consumer mortgage, and commercial portfolios using a range of credit quality indicators to assess the adequacy of the allowance for loan losses based on historical and current trends. The following tables present the population of loans by quality indicators for our consumer automotive, consumer mortgage, and commercial portfolios.
The following table presents performing and nonperforming credit quality indicators in accordance with our internal accounting policies for our consumer finance receivables and loans recorded at gross carrying value. Nonperforming loans include finance receivables and loans on nonaccrual status when the principal or interest has been delinquent for 90 days or when full collection is not expected. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for additional information.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) Performing Nonperforming Total Performing Nonperforming Total Performing Nonperforming Total Performing Nonperforming Total
Consumer automotive $66,234
 $540
 $66,774
 $65,195
 $598
 $65,793
 $66,504
 $573
 $67,077
 $65,195
 $598
 $65,793
Consumer mortgage                        
Mortgage Finance 8,857
 9
 8,866
 8,284
 10
 8,294
 9,753
 7
 9,760
 8,284
 10
 8,294
Mortgage — Legacy 2,345
 83
 2,428
 2,667
 89
 2,756
 2,174
 81
 2,255
 2,667
 89
 2,756
Total consumer mortgage 11,202
 92
 11,294
 10,951
 99
 11,050
 11,927
 88
 12,015
 10,951
 99
 11,050
Total consumer $77,436
 $632
 $78,068
 $76,146
 $697
 $76,843
 $78,431
 $661
 $79,092
 $76,146
 $697
 $76,843
The following table presents pass and criticized credit quality indicators based on regulatory definitions for our commercial finance receivables and loans recorded at gross carrying value.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) Pass Criticized (a) Total Pass Criticized (a) Total Pass Criticized (a) Total Pass Criticized (a) Total
Commercial and industrial                        
Automotive $32,851
 $1,931
 $34,782
 $33,160
 $1,881
 $35,041
 $30,189
 $1,796
 $31,985
 $33,160
 $1,881
 $35,041
Other 2,859
 761
 3,620
 2,597
 651
 3,248
 2,913
 861
 3,774
 2,597
 651
 3,248
Commercial real estate — Automotive 3,906
 152
 4,058
 3,653
 159
 3,812
 3,891
 129
 4,020
 3,653
 159
 3,812
Total commercial $39,616
 $2,844
 $42,460

$39,410
 $2,691
 $42,101
 $36,993
 $2,786
 $39,779

$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.
Impaired Loans and Troubled Debt Restructurings
Impaired Loans
Loans are considered impaired when we determine it is probable that we will be unable to collect all amounts due according to the terms of the loan agreement. For more information on our impaired finance receivables and loans, refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K.

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



The following table presents information about our impaired finance receivables and loans.
($ in millions)
 Unpaid principal balance (a) Gross carrying value Impaired with no allowance Impaired with an allowance Allowance for impaired loans Unpaid principal balance (a) Gross carrying value Impaired with no allowance Impaired with an allowance Allowance for impaired loans
June 30, 2017          
September 30, 2017          
Consumer automotive $396
 $380
 $102
 $278
 $34
 $411
 $403
 $86
 $317
 $35
Consumer mortgage                    
Mortgage Finance 8
 8
 4
 4
 
 8
 8
 4
 4
 
Mortgage — Legacy 238
 234
 55
 179
 31
 234
 229
 56
 173
 30
Total consumer mortgage 246
 242
 59
 183
 31
 242
 237
 60
 177
 30
Total consumer 642
 622
 161
 461
 65
 653
 640
 146
 494
 65
Commercial                    
Commercial and industrial                    
Automotive 75
 75
 27
 48
 5
 78
 78
 51
 27
 3
Other 78
 69
 10
 59
 26
 70
 61
 10
 51
 17
Commercial real estate — Automotive 7
 7
 3
 4
 1
 7
 7
 3
 4
 1
Total commercial 160
 151
 40
 111
 32
 155
 146
 64
 82
 21
Total consumer and commercial finance receivables and loans $802

$773

$201

$572

$97
 $808

$786

$210

$576

$86
December 31, 2016                    
Consumer automotive $407
 $370
 $131
 $239
 $28
 $407
 $370
 $131
 $239
 $28
Consumer mortgage                    
Mortgage Finance 8
 8
 3
 5
 
 8
 8
 3
 5
 
Mortgage — Legacy 243
 239
 56
 183
 34
 243
 239
 56
 183
 34
Total consumer mortgage 251
 247
 59
 188
 34
 251
 247
 59
 188
 34
Total consumer 658
 617
 190
 427
 62
 658
 617
 190
 427
 62
Commercial                    
Commercial and industrial                    
Automotive 33
 33
 7
 26
 3
 33
 33
 7
 26
 3
Other 99
 84
 
 84
 19
 99
 84
 
 84
 19
Commercial real estate — Automotive 5
 5
 2
 3
 1
 5
 5
 2
 3
 1
Total commercial 137
 122
 9
 113
 23
 137
 122
 9
 113
 23
Total consumer and commercial finance receivables and loans $795

$739

$199

$540

$85
 $795

$739

$199

$540

$85
(a)Adjusted for charge-offs.

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



The following tables present average balance and interest income for our impaired finance receivables and loans.
 2017 2016 2017 2016
Three months ended June 30, ($ in millions)
 Average balance Interest income Average balance Interest income
Three months ended September 30, ($ in millions)
 Average balance Interest income Average balance Interest income
Consumer automotive $391
 $5
 $341
 $4
 $389
 $5
 $347
 $4
Consumer mortgage                
Mortgage Finance 8
 
 8
 
 8
 
 8
 
Mortgage — Legacy 238
 3
 251
 3
 231
 2
 245
 2
Total consumer mortgage 246
 3
 259
 3
 239
 2
 253
 2
Total consumer 637
 8
 600
 7
 628
 7
 600
 6
Commercial                
Commercial and industrial                
Automotive 54
 1
 35
 
 77
 1
 48
 1
Other 73
 8
 65
 
 63
 
 63
 
Commercial real estate — Automotive 6
 
 6
 
 7
 
 6
 
Total commercial 133
 9
 106
 
 147
 1
 117
 1
Total consumer and commercial finance receivables and loans $770

$17

$706

$7
 $775

$8

$717

$7
 2017 2016 2017 2016
Six months ended June 30, ($ in millions)
 Average balance Interest income Average balance Interest income
Nine months ended September 30, ($ in millions)
 Average balance Interest income Average balance Interest income
Consumer automotive $381
 $10
 $335
 $8
 $368
 $15
 $340
 $12
Consumer mortgage                
Mortgage Finance 8
 
 8
 
 8
 
 8
 
Mortgage — Legacy 239
 5
 253
 5
 236
 7
 250
 7
Total consumer mortgage 247
 5
 261
 5
 244
 7
 258
 7
Total consumer 628
 15
 596
 13
 612
 22
 598
 19
Commercial                
Commercial and industrial                
Automotive 47
 1
 32
 
 55
 2
 35
 1
Other 77
 8
 56
 1
 73
 8
 58
 1
Commercial real estate — Automotive 6
 
 7
 
 6
 
 6
 
Total commercial 130
 9
 95
 1
 134
 10
 99
 2
Total consumer and commercial finance receivables and loans $758
 $24
 $691
 $14
 $746
 $32
 $697
 $21
Troubled Debt Restructurings
Troubled Debt Restructurings (TDRs) are loan modifications where concessions were granted to borrowers experiencing financial difficulties. For automotive loans, we may offer several types of assistance to aid our customers, including extension of the loan maturity date and rewriting the loan terms. Additionally, for mortgage loans, as part of certain programs, we offer mortgage loan modifications to qualified borrowers. These programs are in place to provide support to our mortgage customers in financial distress, including principal forgiveness, maturity extensions, delinquent interest capitalization, and changes to contractual interest rates. Total TDRs recorded at gross carrying value were $690715 million and $663 million at JuneSeptember 30, 2017, and December 31, 2016, respectively.
Commercial commitments to lend additional funds to borrowers whose terms had been modified in a TDR were $4$7 million and $2 million at JuneSeptember 30, 2017, and December 31, 2016, respectively. Refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for additional information.

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



The following tables present information related to finance receivables and loans recorded at gross carrying value modified in connection with a TDR during the period.
2017 20162017 2016
Three months ended June 30, ($ in millions)
Number of loans Pre-modification gross carrying value  Post-modification gross carrying value  Number of loans Pre-modification gross carrying value Post-modification gross carrying value
Three months ended September 30, ($ in millions)
Number of loans Pre-modification gross carrying value Post-modification gross carrying value Number of loans Pre-modification gross carrying value Post-modification gross carrying value
Consumer automotive5,762
 $103
 $88
 4,767
 $79
 $68
7,165
 $80
 $75
 4,427
 $70
 $58
Consumer mortgage                      
Mortgage Finance
 
 
 2
 1
 1
2
 
 
 2
 
 
Mortgage — Legacy19
 3
 2
 26
 4
 4
37
 4
 4
 35
 6
 6
Total consumer mortgage19
 3
 2
 28
 5
 5
39
 4
 4
 37
 6
 6
Total consumer5,781
 106
 90
 4,795
 84
 73
7,204
 84
 79
 4,464
 76
 64
Commercial                      
Commercial and industrial                      
Other1
 21
 21
 
 
 
Automotive3
 13
 13
 
 
 
Commercial real estate — Automotive1
 3
 3
 
 
 
Total commercial1
 21
 21
 
 
 
4
 16
 16
 
 
 
Total consumer and commercial finance receivables and loans5,782
 $127
 $111
 4,795
 $84
 $73
7,208
 $100
 $95
 4,464
 $76
 $64
2017 20162017 2016
Six months ended June 30, ($ in millions)
Number of loans Pre-modification gross carrying value  Post-modification gross carrying value  Number of loans Pre-modification gross carrying value Post-modification gross carrying value
Nine months ended September 30, ($ in millions)
Number of loans Pre-modification gross carrying value  Post-modification gross carrying value  Number of loans Pre-modification gross carrying value Post-modification gross carrying value
Consumer automotive12,209
 $218
 $187
 10,389
 $168
 $144
19,374
 $298
 $262
 14,816
 $238
 $202
Consumer mortgage                      
Mortgage Finance1
 
 
 3
 2
 2
3
 
 
 5
 2
 2
Mortgage — Legacy72
 15
 14
 57
 8
 8
109
 19
 18
 92
 14
 14
Total consumer mortgage73
 15
 14
 60
 10
 10
112
 19
 18
 97
 16
 16
Total consumer12,282
 233
 201
 10,449
 178
 154
19,486
 317
 280
 14,913
 254
 218
Commercial                      
Commercial and industrial                      
Automotive3
 13
 13
 
 
 
Other2
 44
 44
 
 
 
2
 44
 44
 
 
 
Commercial real estate — Automotive1
 3
 3
 
 
 
Total commercial2
 44
 44
 
 
 
6
 60
 60
 
 
 
Total consumer and commercial finance receivables and loans12,284
 $277
 $245
 10,449
 $178
 $154
19,492
 $377
 $340
 14,913
 $254
 $218

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



The following tables present information about finance receivables and loans recorded at gross carrying value that have redefaulted during the reporting period and were within 12 months or less of being modified as a TDR. Redefault is when finance receivables and loans meet the requirements for evaluation under our charge-off policy (refer to Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for additional information) except for commercial finance receivables and loans, where redefault is defined as 90 days past due.
 2017 2016 2017 2016
Three months ended June 30, ($ in millions)
 Number of loans Gross carrying  value Charge-off amount Number of loans Gross carrying value Charge-off amount
Three months ended September 30, ($ in millions)
 Number of loans Gross carrying  value Charge-off amount Number of loans Gross carrying value Charge-off amount
Consumer automotive 2,143
 $25
 $17
 1,858
 $23
 $13
 2,222
 $25
 $18
 1,959
 $23
 $14
Consumer mortgage                        
Mortgage Finance 
 
 
 
 
 
 
 
 
 
 
 
Mortgage — Legacy 
 
 
 2
 
 
 1
 
 
 1
 
 
Total consumer finance receivables and loans 2,143
 $25
 $17
 1,860
 $23
 $13
 2,223
 $25
 $18
 1,960
 $23
 $14
 2017 2016 2017 2016
Six months ended June 30, ($ in millions)
 Number of loans Gross carrying  value Charge-off amount Number of loans Gross carrying value Charge-off amount
Nine months ended September 30, ($ in millions)
 Number of loans Gross carrying  value Charge-off amount Number of loans Gross carrying value Charge-off amount
Consumer automotive 4,132
 $49
 $33
 3,658
 $46
 $25
 6,354
 $74
 $51
 5,617
 $69
 $39
Consumer mortgage                        
Mortgage Finance 1
 1
 
 
 
 
 1
 1
 
 
 
 
Mortgage — Legacy 
 
 
 3
 
 
 1
 
 
 4
 
 
Total consumer finance receivables and loans 4,133
 $50
 $33
 3,661
 $46
 $25
 6,356
 $75
 $51
 5,621
 $69
 $39
9.    Investment in Operating Leases, Net
Investments in operating leases were as follows.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Vehicles $12,136
 $14,584
 $11,001
 $14,584
Accumulated depreciation (2,419) (3,114) (2,070) (3,114)
Investment in operating leases, net $9,717
 $11,470
 $8,931
 $11,470
Depreciation expense on operating lease assets includes remarketing gains and losses recognized on the sale of operating lease assets. The following summarizes the components of depreciation expense on operating lease assets.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Depreciation expense on operating lease assets (excluding remarketing gains) $353
 $520
 $739
 $1,085
 $323
 $470
 $1,062
 $1,555
Remarketing gains (32) (86) (29) (141) (51) (62) (80) (203)
Net depreciation expense on operating lease assets $321
 $434
 $710
 $944
 $272
 $408
 $982
 $1,352
10.    Securitizations and Variable Interest Entities
We are involved in several types of securitization and financing transactions that utilize special-purpose entities (SPEs). A SPE is a legal entity that is designed to fulfill a specified limited need of the sponsor. Our principal use of SPEs is to obtain liquidity by securitizing certain of our financial assets and operating lease assets.
The transaction-specific SPEs involved in our securitization and other financing transactions are often considered VIEs. VIEs are entities that have either a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors at risk lack the ability to control the entity's activities.
We provide a wide range of consumer and commercial automotive loans, operating leases, and commercial loans to a diverse customer base. We securitize consumer and commercial automotive loans, and operating leases through private-label securitizations. We often

25

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



securitize these loans and notes secured by operating leases (collectively referred to as financial assets) through the use of securitization entities, which may or may not be consolidated on our Condensed Consolidated Balance Sheet.

26

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



The pretax gain on sales of financial assets into nonconsolidated consumer automotive securitization trusts was $0 million and $2 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively. There were no pretax gains or losses for the three months and sixnine months ended JuneSeptember 30, 2016.
We provide long-term guarantee contracts to investors in certain nonconsolidated affordable housing entities and have extended a line of credit to provide liquidity. Since we do not have control over the entities or the power to make decisions, we do not consolidate the entities and our involvement is limited to the guarantee and the line of credit.
We have involvement with various other nonconsolidated equity investments, including affordable housing entities and venture capital funds and loan funds. We do not consolidate these entities and our involvement is limited to our outstanding investment, additional capital committed to these funds plus any previously recognized low income housing tax credits that are subject to recapture.
Refer to Note 11 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K for further description of our securitization activities and our involvement with VIEs.

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



The following table presents our involvement in consolidated and nonconsolidated VIEs in which we hold variable interests. For additional detail related to the assets and liabilities of consolidated variable interest entities refer to the Condensed Consolidated Balance Sheet.
($ in millions) Carrying value of total assetsCarrying value of total liabilitiesAssets sold to nonconsolidated VIEs (a) Maximum exposure to loss in nonconsolidated VIEs Carrying value of total assetsCarrying value of total liabilitiesAssets sold to nonconsolidated VIEs (a) Maximum exposure to loss in nonconsolidated VIEs
June 30, 2017         
September 30, 2017         
On-balance sheet variable interest entities                  
Consumer automotive $18,495
(b)$7,941
(c)     $17,462
(b)$7,529
(c)    
Commercial automotive 14,052
 4,657
      12,590
 2,557
     
Off-balance sheet variable interest entities                  
Consumer automotive 48
(d)
 $2,662
 $2,710
(e) 42
(d)
 $2,293
 $2,334
(e)
Commercial other 539
(f)229
(g)
 719
(h) 575
(f)238
(g)
 756
(h)
Total $33,134
 $12,827
 $2,662
 $3,429
  $30,669
 $10,324
 $2,293
 $3,090
 
December 31, 2016                  
On-balance sheet variable interest entities                  
Consumer automotive $20,869
(b)$8,557
(c)     $20,869
(b)$8,557
(c)    
Commercial automotive 16,278
 4,764
      16,278
 4,764
     
Off-balance sheet variable interest entities                  
Consumer automotive 24
(d)
 $2,899
 $2,923
(e) 24
(f)
 $2,899
 $2,923
(e)
Commercial other 460
(f)169
(g)
 651
(h) 460
(f)169
(g)
 651
(h)
Total $37,631
 $13,490
 $2,899
 $3,574
  $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 $9.0$8.4 billion and $9.6 billion of assets that are not encumbered by VIE beneficial interests held by third parties at JuneSeptember 30, 2017, and December 31, 2016, respectively. Ally or consolidated affiliates hold the interests in these assets, which eliminate in consolidation.assets.
(c)Includes $87$30 million and $50 million of liabilities due to consolidated affiliates at June 30, 2017, and December 31, 2016, respectively. These liabilitiesthat are not obligations to third-party beneficial interest holders. These liabilities are secured by a portion of the unencumbered assetsholders at September 30, 2017, and eliminate in consolidation.December 31, 2016, respectively.
(d)
Includes $46Represents retained notes and certificated residual interests, of which $40 million is classified as held-to-maturity securities and $2 million is classified as other assets at JuneSeptember 30, 2017. Of the total amount at June 30, 2017, $48 million represents retained notes and certificated residual interests. 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. Amounts at December 31, 2016, are classified as other assets.
(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.

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



Cash Flows with Off-balance Sheet Securitization Entities
The following table summarizes cash flows received and paid related to securitization entities and asset-backed financings where the transfer is accounted for as a sale and we have a continuing involvement with the transferred assets (e.g., servicing) that were outstanding during the sixnine months ended JuneSeptember 30, 2017, and 2016. Additionally, this table contains information regarding cash flows received from and paid to nonconsolidated securitization entities that existed during each period.
Six months ended June 30, ($ in millions)
 Consumer automotive
Nine months ended September 30, ($ in millions)
 Consumer automotive
2017



Cash proceeds from transfers completed during the period
$1,187

$1,187
Cash disbursements for repurchases during the period (a) (491) (491)
Servicing fees
18

25
Cash flows received on retained interests in securitization entities 10
 16
Other cash flows
4

4
2016



Cash proceeds from transfers completed during the period
$1,604

$1,659
Servicing fees
17

27
Other cash flows 5
 6
(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.
Delinquencies and Net Credit Losses
The following tables represent on-balance sheet loans held-for-sale and finance receivables and loans, off-balance sheet securitizations, and whole-loan sales where we have continuing involvement. The tables present quantitative information about delinquencies and net credit losses.

 Total Amount Amount 60 days or more past due Total amount Amount 60 days or more past due
($ in millions) June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
On-balance sheet loans        
On-balance sheet finance receivables and loans        
Consumer automotive $66,774
 $65,793
 $586
 $730
 $67,077
 $65,793
 $675
 $730
Consumer mortgage 11,297
 11,050
 82
 85
 12,015
 11,050
 85
 85
Commercial automotive 38,840
 38,853
 8
 7
 36,005
 38,853
 13
 7
Commercial other 3,634
 3,248
 
 
 3,774
 3,248
 8
 
Total on-balance sheet loans 120,545
 118,944
 676
 822
Total on-balance sheet finance receivables and loans 118,871
 118,944
 781
 822
Off-balance sheet securitization entities                
Consumer automotive 2,662
 2,392
 13
 13
 2,293
 2,392
 14
 13
Total off-balance sheet securitization entities 2,662
 2,392
 13
 13
 2,293
 2,392
 14
 13
Whole-loan sales (a) 1,947
 3,164
 3
 6
 1,655
 3,164
 4
 6
Total $125,154
 $124,500
 $692
 $841
 $122,819
 $124,500
 $799
 $841
(a)Whole-loan sales are not part of a securitization transaction, but represent consumer automotive pools of loans sold to third-party investors.

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



 Net credit losses Net credit losses
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
On-balance sheet loans        
On-balance sheet finance receivables and loans        
Consumer automotive $199
 $148
 $450
 $321
 $242
 $219
 $692
 $540
Consumer mortgage 
 4
 2
 10
 1
 (6) 3
 4
Total on-balance sheet loans 199
 152
 452
 331
Commercial automotive 1
 
 1
 
Commercial other 9
 
 9
 
Total on-balance sheet finance receivables and loans 253
 213
 705
 544
Off-balance sheet securitization entities                
Consumer automotive 3
 2
 6
 4
 3
 2
 9
 6
Total off-balance sheet securitization entities 3
 2
 6
 4
 3
 2
 9
 6
Whole-loan sales (a) 1
 1
 2
 1
 1
 1
 3
 2
Total $203
 $155
 $460
 $336
 $257
 $216
 $717
 $552
(a)Whole-loan sales are not part of a securitization transaction, but represent consumer automotive pools of loans sold to third-party investors.

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



11.    Servicing Activities
Automotive Finance Servicing Activities
We service consumer automotive contracts. Historically, we have sold a portion of our consumer automotive contracts. With respect to contracts we sell, we generally retain the right to service and earn a servicing fee for our servicing function. We have concluded that the fee we are paid for servicing consumer automotive finance receivables represents adequate compensation, and consequently, we do not recognize a servicing asset or liability. We recognized automotive servicing fee income of $14$11 million and $30$41 million during the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $18 million and $31$49 million during the three months and sixnine months ended JuneSeptember 30, 2016.
Automotive Finance Serviced Assets
The current unpaid principal balance and any related unamortized deferred fees and costs of total serviced automotive finance loans and leases outstanding were as follows.
($ in millions)June 30, 2017 December 31, 2016September 30, 2017 December 31, 2016
On-balance sheet automotive finance loans and leases      
Consumer automotive$66,491
 $65,646
$66,721
 $65,646
Commercial automotive38,840
 38,853
36,005
 38,853
Operating leases9,615
 11,311
8,853
 11,311
Other67
 67
71
 67
Off-balance sheet automotive finance loans      
Securitizations2,690
 2,412
2,312
 2,412
Whole-loan sales1,964
 3,191
1,668
 3,191
Total serviced automotive finance loans and leases$119,667
 $121,480
$115,630
 $121,480

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



12.    Other Assets
The components of other assets were as follows.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Property and equipment at cost $985
 $901
 $1,024
 $901
Accumulated depreciation (565) (525) (587) (525)
Net property and equipment 420
 376
 437
 376
Restricted cash collections for securitization trusts (a) 1,259
 1,694
 1,260
 1,694
Nonmarketable equity investments (b) 938
 1,046
 1,065
 1,046
Net deferred tax assets 764
 994
 659
 994
Accrued interest and rent receivables 470
 476
 508
 476
Goodwill (c) 240
 240
 240
 240
Other accounts receivable 212
 100
Cash reserve deposits held for securitization trusts (d) 143
 184
 120
 184
Other accounts receivable 115
 100
Restricted cash and cash equivalents 113
 111
 112
 111
Fair value of derivative contracts in receivable position (e) 37
 95
Cash collateral placed with counterparties 103

167
 20

167
Fair value of derivative contracts in receivable position (e) 41
 95
Other assets 1,347
 1,371
 1,393
 1,371
Total other assets $5,953
 $6,854
 $6,063
 $6,854
(a)Represents cash collections from customer payments on securitized receivables. These funds are distributed to investors as payments on the related secured debt.
(b)Includes investments in FHLB stock of $454$581 million and $577 million at JuneSeptember 30, 2017, and December 31, 2016, respectively; and Federal Reserve Bank (FRB) stock of $444$445 million and $435 million at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(c)
Includes goodwill of $27 million atwithin our Insurance operations at both JuneSeptember 30, 2017, and December 31, 2016; $193 million within Corporate and Other at both JuneSeptember 30, 2017, and December 31, 2016; and $20 million within Automotive Finance operations at both JuneSeptember 30, 2017, and December 31, 2016. No changes to the carrying amount of goodwill were recorded during the sixnine months ended JuneSeptember 30, 2017.
(d)Represents credit enhancement in the form of cash reserves for various securitization transactions.
(e)
For additional information on derivative instruments and hedging activities, refer to Note 19.
13.    Deposit Liabilities
Deposit liabilities consisted of the following.
($ in millions)
June 30, 2017 December 31, 2016
Noninterest-bearing deposits$107
 $84
Interest-bearing deposits   
Savings and money market checking accounts50,732
 46,976
Certificates of deposit35,299
 31,795
Dealer deposits45
 167
Total deposit liabilities$86,183
 $79,022
At June 30, 2017, and December 31, 2016, certificates of deposit included $13.2 billion and $12.1 billion, respectively, of certificates of deposit in denominations of $100 thousand or more. At June 30, 2017, and December 31, 2016, certificates of deposit included $3.7 billion and $3.5 billion, respectively, in denominations in excess of $250 thousand federal insurance limits.

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



13.    Deposit Liabilities
Deposit liabilities consisted of the following.
($ in millions)
September 30, 2017 December 31, 2016
Noninterest-bearing deposits$129
 $84
Interest-bearing deposits   
Savings and money market checking accounts50,287
 46,976
Certificates of deposit39,686
 31,795
Dealer deposits14
 167
Total deposit liabilities$90,116
 $79,022
At September 30, 2017, and December 31, 2016, certificates of deposit included $16.2 billion and $12.1 billion, respectively, of those in denominations of $100 thousand or more. At September 30, 2017, and December 31, 2016, certificates of deposit included $4.5 billion and $3.5 billion, respectively, of those in denominations in excess of $250 thousand federal insurance limits.
14.    Debt
Short-term Borrowings
The following table presents the composition of our short-term borrowings portfolio.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) Unsecured Secured (a) Total Unsecured Secured (a) Total Unsecured Secured (a) Total Unsecured Secured (a) Total
Demand notes $3,457
 $
 $3,457
 $3,622
 $
 $3,622
 $3,379
 $
 $3,379
 $3,622
 $
 $3,622
Federal Home Loan Bank 
 4,300
 4,300
 
 7,875
 7,875
 
 5,625
 5,625
 
 7,875
 7,875
Financial instruments sold under agreements to repurchase 
 1,706
 1,706
 
 1,176
 1,176
 
 1,171
 1,171
 
 1,176
 1,176
Other 1,249
(b)
 1,249
 
 
 
Total short-term borrowings $4,706
 $6,006
 $10,712
 $3,622
 $9,051
 $12,673
 $3,379
 $6,796
 $10,175
 $3,622
 $9,051
 $12,673
(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)Balance represents private unsecured committed credit facility and includes debt issuance costs of $1 million as of June 30, 2017. This debt is scheduled to mature in December 2017.
We periodically enter into term repurchase agreements, short-term borrowing agreements in which we sell financial instruments to one or more investors while simultaneously committing to repurchase them at a specified future date, at the stated price plus accrued interest. As of JuneSeptember 30, 2017, the financial instruments sold under agreements to repurchase consisted of $139$537 million of U.S. Treasury securities set to mature within the next 30 days, and $634 million of agency mortgage-backed residential debt securities set to mature as follows: $652$480 million within the next 30 days, $348and $154 million within 31 to 60 days, and $183 million within 61 to 90 days. For further details referRefer to Note 7 and Note 22.22 for further details. Additionally, in December 2016, we sold asset-backed automotive financial instruments, which are our retained interests from certain on-balance sheet securitizations, subject to a repurchase agreement initially set to mature by July 2017 in exchange for $500 million, which was recorded as a short-term secured borrowing. As of June 30, 2017, the balance was $384 million. In July 2017, we extended the maturity of this repurchase agreement to March 2018. The asset-backed automotive financial instruments that we sold subject to the repurchase agreement arewere secured by finance receivables that we have securitized. Refer to Note 10 for additional information on our securitization activities. This repurchase agreement was terminated in September 2017.
The primary risk associated with these repurchase agreements is that the counterparty will be unable to perform under the terms of the contract. As the borrower, we are exposed to the excess market value of the securities pledged over the amount borrowed. Daily mark-to-market collateral management is designed to limit this risk to the initial margin. However, should a counterparty declare bankruptcy or become insolvent, we may incur additional delays and costs. As of JuneSeptember 30, 2017, we placed cash collateral totaling $11$10 million with counterparties under these collateral arrangements associated with our repurchase agreements.

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



Long-term Debt
The following table presents the composition of our long-term debt portfolio.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) Unsecured Secured Total Unsecured Secured Total Unsecured Secured Total Unsecured Secured Total
Long-term debt                        
Due within one year $3,342
 $8,402
 $11,744
 $4,274
 $10,279
 $14,553
 $3,828
 $6,642
 $10,470
 $4,274
 $10,279
 $14,553
Due after one year (a) 13,909
 23,192
 37,101
 15,450
 23,810
 39,260
 13,129
 21,249
 34,378
 15,450
 23,810
 39,260
Fair value adjustment (b) 309
 (9) 300
 326
 (11) 315
 289
 (15) 274
 326
 (11) 315
Total long-term debt (c) $17,560
 $31,585
 $49,145
 $20,050
 $34,078
 $54,128
 $17,246
 $27,876
 $45,122
 $20,050
 $34,078
 $54,128
(a)Includes $2.6 billion of trust preferred securities at both JuneSeptember 30, 2017, and December 31, 2016.
(b)
Represents the fair value adjustment associated with the application of hedge accounting on certain of our long-term debt positions. Refer to Note 19 for additional information.
(c)Includes advances from the FHLB of Pittsburgh of $6.5$8.4 billion and $6.1 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively.

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



The following table presents the scheduled remaining maturity of long-term debt at JuneSeptember 30, 2017, assuming no early redemptions will occur. The actual payment of secured debt may vary based on the payment activity of the related pledged assets.
($ in millions) 2017 2018 2019 2020 2021 2022 and thereafter Fair value adjustment Total 2017 2018 2019 2020 2021 2022 and thereafter Fair value adjustment Total
Unsecured                                
Long-term debt $1,792
 $3,700
 $1,681
 $2,249
 $638
 $8,473
 $309
 $18,842
 $1,590
 $3,582
 $1,680
 $2,252
 $637
 $8,475
 $289
 $18,505
Original issue discount (47) (100) (39) (39) (43) (1,014) 
 (1,282) (24) (100) (39) (39) (43) (1,014) 
 (1,259)
Total unsecured 1,745
 3,600
 1,642
 2,210
 595
 7,459
 309
 17,560
 1,566
 3,482
 1,641
 2,213
 594
 7,461
 289
 17,246
Secured                                
Long-term debt 4,824
 7,928
 8,610
 6,109
 2,566
 1,557
 (9) 31,585
 1,048
 7,379
 7,617
 6,818
 3,179
 1,850
 (15) 27,876
Total long-term debt $6,569
 $11,528
 $10,252
 $8,319
 $3,161

$9,016

$300

$49,145
 $2,614
 $10,861
 $9,258
 $9,031
 $3,773

$9,311

$274

$45,122
The following summarizes assets restricted as collateral for the payment of the related debt obligation primarily arising from securitization transactions accounted for as secured borrowings and repurchase agreements.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) Total (a) Ally Bank Total (a) Ally Bank Total (a) Ally Bank Total (a) Ally Bank
Investment securities (b) $3,260
 $1,896
 $4,895
 $4,231
 $6,676
 $5,482
 $4,895
 $4,231
Mortgage assets held-for-investment and lending receivables 11,193
 11,193
 10,954
 10,954
 11,888
 11,888
 10,954
 10,954
Consumer automotive finance receivables (b) 25,658
 4,421
 27,846
 5,751
 21,261
 4,818
 27,846
 5,751
Commercial automotive finance receivables 17,883
 17,733
 19,487
 19,280
 16,142
 16,018
 19,487
 19,280
Investment in operating leases, net 956
 28
 2,040
 913
 737
 7
 2,040
 913
Total assets restricted as collateral (c) (d) $58,950
 $35,271
 $65,222
 $41,129
 $56,704
 $38,213
 $65,222
 $41,129
Secured debt $37,591
(e)$17,194
 $43,129
(e)$22,149
 $34,672
(e)$18,781
 $43,129
(e)$22,149
(a)Ally Bank is a component of the total column.
(b)
A portion of the restricted investment securities at September 30, 2017, and December 31, 2016, and consumer automotive finance receivables areat 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 $17.121.4 billion and $19.0 billion at JuneSeptember 30, 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 both JuneSeptember 30, 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 Condensed Consolidated Balance Sheet. Refer to Note 12 for additional information.
(e)
Includes $6.06.8 billion and $9.1 billion of short-term borrowings at JuneSeptember 30, 2017, and December 31, 2016, respectively.
Trust Preferred Securities
At JuneSeptember 30, 2017, we have issued and outstanding approximately $2.6 billion in aggregate liquidation preference of 8.125% Fixed Rate / Floating Rate Trust Preferred Securities, Series 2 (Series 2 TRUPS). Each Series 2 TRUPS security has a liquidation amount of $25.

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



Distributions are cumulative and are payable until redemption at the applicable coupon rate. Distributions were payable at an annual rate of 8.125% payable quarterly in arrears, through but excluding February 15, 2016. From and including February 15, 2016, to but excluding February 15, 2040, distributions will be payable at an annual rate equal to three-month London interbank offer rate plus 5.785% payable quarterly in arrears, beginning May 15, 2016. Ally has the right to defer payments of interest for a period not exceeding 20 consecutive quarters. The Series 2 TRUPS have no stated maturity date, but must be redeemed upon the redemption or maturity of the related debentures (Debentures), which mature on February 15, 2040. Ally at any time on or after February 15, 2016, may redeem the Series 2 TRUPS at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest through the date of redemption. The Series 2 TRUPS are generally nonvoting, other than with respect to certain limited matters. During any period in which any Series 2 TRUPS remain outstanding but in which distributions on the Series 2 TRUPS have not been fully paid, none of Ally or its subsidiaries will be permitted to (i) declare or pay dividends on, make any distributions with respect to, or redeem, purchase, acquire or otherwise make a liquidation payment with respect to, any of Ally’s capital stock or make any guarantee payment with respect thereto; or (ii) make any payments of principal, interest, or premium on, or repay, repurchase or redeem, any debt securities or guarantees that rank on a parity with or junior in interest to the Debentures with certain specified exceptions in each case.
Funding Facilities
We utilize both committed credit facilities and other collateralized funding vehicles. The debt outstanding under our various funding facilities is included on our Condensed Consolidated Balance Sheet.

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



As of JuneSeptember 30, 2017, Ally Bank had exclusive access to $2.0$3.7 billion of funding capacity from committed credit facilities. Funding programs supported by the FRB and the FHLB complement Ally Bank’s private collateralized funding vehicles.
The total capacity in our committed funding facilities is provided by banks through private transactions. The committed secured funding facilities can be revolving in nature and allow for additional funding during the commitment period, or they can be amortizing and not allow for any further funding after the closing date. At JuneSeptember 30, 2017, $15.6 billionall of our $16.4$14.7 billion of committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of JuneSeptember 30, 2017, we had $2.6 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days.
Committed Funding Facilities
 Outstanding Unused capacity (a) Total capacity Outstanding Unused capacity (a) Total capacity
($ in millions) June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Bank funding                        
Secured (b) $1,750
 $3,250
 $250
 $350
 $2,000
 $3,600
 $1,350
 $3,250
 $2,325
 $350
 $3,675
 $3,600
Parent funding                        
Secured 10,880
 11,550
 2,295
 1,975
 13,175
 13,525
 8,180
 11,550
 2,820
 1,975
 11,000
 13,525
Unsecured 1,250
 
 
 1,250
 1,250
 1,250
 
 
 
 1,250
 
 1,250
Total committed facilities $13,880
 $14,800
 $2,545
 $3,575
 $16,425
 $18,375
 $9,530
 $14,800
 $5,145
 $3,575
 $14,675
 $18,375
(a)Funding from committed secured facilities is available on request in the event excess collateral resides in certain facilities or the extent incremental collateral is available and contributed to the facilities.
(b)Excludes off-balance sheet credit facility amounts.
15.    Accrued Expenses and Other Liabilities
The components of accrued expenses and other liabilities were as follows.
($ in millions)
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Accounts payable $871
 $649
 $863
 $649
Employee compensation and benefits 182
 232
 227
 232
Reserves for insurance losses and loss adjustment expenses 179
 149
 173
 149
Deferred revenue 34
 56
Fair value of derivative contracts in payable position (a) 43
 95
 30
 95
Deferred revenue 40
 56
Cash collateral received from counterparties 6
 10
 14
 10
Other liabilities 571
 546
 551
 546
Total accrued expenses and other liabilities $1,892
 $1,737
 $1,892
 $1,737
(a)
For additional information on derivative instruments and hedging activities, refer to Note 19.

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



16.    Accumulated Other Comprehensive (Loss) Income
The following table presents changes, net of tax, in each component of accumulated other comprehensive (loss) income.
($ in millions)Unrealized gains on investment securities (a) Translation adjustments and net investment hedges (b) Cash flow hedges (b) Defined benefit pension plans Accumulated other comprehensive (loss) incomeUnrealized (losses) gains on investment securities (a) Translation adjustments and net investment hedges (b) Cash flow hedges (b) Defined benefit pension plans Accumulated other comprehensive (loss) income
Balance at December 31, 2015$(159) $9
 $8
 $(89) $(231)$(159) $9
 $8
 $(89) $(231)
2016 net change262
 5
 
 (1) 266
258
 5
 
 (1) 262
Balance at June 30, 2016$103
 $14
 $8
 $(90) $35
Balance at September 30, 2016$99
 $14
 $8
 $(90) $31
Balance at December 31, 2016$(273) $14
 $8
 $(90) $(341)$(273) $14
 $8
 $(90) $(341)
2017 net change96
 
 1
 (1) 96
142
 2
 1
 (1) 144
Balance at June 30, 2017$(177) $14
 $9
 $(91) $(245)
Balance at September 30, 2017$(131) $16
 $9
 $(91) $(197)
(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 19.

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



The following tables present the before- and after-tax changes in each component of accumulated other comprehensive (loss) income.
Three months ended June 30, 2017 ($ in millions)
Before tax Tax effect After tax
Three months ended September 30, 2017 ($ in millions)
Before tax Tax effect After tax
Investment securities          
Net unrealized gains arising during the period$132
 $(37) $95
$95
 $(22) $73
Less: Net realized gains reclassified to income from continuing operations23
(a)(3)(b)20
25
(a)2
(b)27
Net change109
 (34)
75
70
 (24)
46
Translation adjustments          
Net unrealized gains arising during the period4
 (1) 3
8
 (3) 5
Net investment hedges (c)          
Net unrealized losses arising during the period(4) 1
 (3)(6) 3
 (3)
Cash flow hedges (c)          
Net unrealized gains arising during the period1
 
 1
1
 (1) 
Other comprehensive income$110
 $(34) $76
$73
 $(25) $48
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
(c)
For additional information on derivative instruments and hedging activities, refer to Note 19.
Three months ended June 30, 2016 ($ in millions)
Before tax Tax effect After tax
Investment securities     
Net unrealized gains arising during the period$185
 $(25) $160
Less: Net realized gains reclassified to income from continuing operations39
(a)1
(b)40
Net change146

(26)
120
Translation adjustments     
Net unrealized losses arising during the period(1) 
 (1)
Less: Net realized losses reclassified to income from discontinued operations, net of tax(1) 
 (1)
Net change
 
 
Other comprehensive income$146
 $(26)
$120
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
Six months ended June 30, 2017 ($ in millions)
Before tax Tax effect After tax
Three months ended September 30, 2016 ($ in millions)
Before tax Tax effect After tax
Investment securities          
Net unrealized gains arising during the period$183
 $(42) $141
$41
 $(4) $37
Less: Net realized gains reclassified to income from continuing operations50
(a)(5)(b)45
52
(a)(11)(b)41
Net change133
 (37) 96
(11)
7

(4)
Translation adjustments          
Net unrealized losses arising during the period(2) 1
 (1)
Net investment hedges (c)     
Net unrealized gains arising during the period6
 (2) 4
2
 (1) 1
Net investment hedges (c)     
Net unrealized losses arising during the period(6) 2
 (4)
Cash flow hedges (c)     
Net unrealized gains arising during the period1
 
 1
Defined benefit pension plans     
Net unrealized losses arising during the period(1) 
 (1)
Other comprehensive income$133
 $(37) $96
$(11) $7

$(4)
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
(c)
For additional information on derivative instruments and hedging activities, refer to Note 19.

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



Six months ended June 30, 2016 ($ in millions)
Before Tax Tax Effect After Tax
Nine months ended September 30, 2017 ($ in millions)
Before tax Tax effect After tax
Investment securities          
Net unrealized gains arising during the period$465
 $(129) $336
$278
 $(64) $214
Less: Net realized gains reclassified to income from continuing operations93
(a)(19)(b)74
75
(a)(3)(b)72
Net change372
 (110) 262
203
 (61) 142
Translation adjustments          
Net unrealized gains arising during the period12
 (5) 7
14
 (5) 9
Less: Net realized losses reclassified to income from discontinued operations, net of tax(1) 
 (1)
Net change13
 (5) 8
Net investment hedges (c)          
Net unrealized losses arising during the period(6) 3
 (3)(12) 5
 (7)
Cash flow hedges (c)     
Net unrealized gains arising during the period2
 (1) 1
Defined benefit pension plans          
Net unrealized losses arising during the period(1) 
 (1)(1) 
 (1)
Other comprehensive income$378
 $(112) $266
$206
 $(62) $144
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
(c)
For additional information on derivative instruments and hedging activities, refer to Note 19.
Nine months ended September 30, 2016 ($ in millions)
Before Tax Tax Effect After Tax
Investment securities     
Net unrealized gains arising during the period$506
 $(133) $373
Less: Net realized gains reclassified to income from continuing operations145
(a)(30)(b)115
Net change361
 (103) 258
Translation adjustments     
Net unrealized gains arising during the period10
 (4) 6
Less: Net realized losses reclassified to income from discontinued operations, net of tax(1) 
 (1)
Net change11
 (4) 7
Net investment hedges (c)     
Net unrealized losses arising during the period(4) 2
 (2)
Defined benefit pension plans     
Net unrealized losses arising during the period(1) 
 (1)
Other comprehensive income$367
 $(105) $262
(a)
Includes gains reclassified to other gain on investments, net in our Condensed Consolidated Statement of Comprehensive Income.
(b)
Includes amounts reclassified to income tax expense from continuing operations in our Condensed Consolidated Statement of Comprehensive Income.
(c)
For additional information on derivative instruments and hedging activities, refer to Note 19.

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



17.    Earnings per Common Share
The following table presents the calculation of basic and diluted earnings per common share.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions, except per share data; shares in thousands) (a)
 2017 2016 2017 2016
($ in millions, except per share data; shares in thousands) (a)
 2017 2016 2017 2016
Net income from continuing operations $254
 $357
 $467
 $604
 $280
 $261
 $747
 $865
Preferred stock dividends 
 (15) 
 (30) 
 
 
 (30)
Net income from continuing operations attributable to common shareholders 254
 342
 467
 574
 280
 261
 747
 835
(Loss) income from discontinued operations, net of tax (2) 3
 (1) 6
Income (loss) from discontinued operations, net of tax 2
 (52) 1
 (46)
Net income attributable to common shareholders $252
 $345
 $466
 $580
 $282
 $209
 $748
 $789
Basic weighted-average common shares outstanding (b) 457,891
 485,370
 461,904
 484,802
 449,169
 482,393
 457,612
 483,993
Diluted weighted-average common shares outstanding (b) 458,819
 486,074
 462,802
 485,364
 451,078
 483,575
 458,848
 484,762
Basic earnings per common share                
Net income from continuing operations $0.55
 $0.70
 $1.01
 $1.18
 $0.62
 $0.54
 $1.63
 $1.73
(Loss) income from discontinued operations, net of tax (0.01) 0.01
 
 0.01
Income (loss) from discontinued operations, net of tax 
 (0.11) 
 (0.10)
Net income $0.55
 $0.71
 $1.01
 $1.20
 $0.63
 $0.43
 $1.63
 $1.63
Diluted earnings per common share                
Net income from continuing operations $0.55
 $0.70
 $1.01
 $1.18
 $0.62
 $0.54
 $1.63
 $1.72
(Loss) income from discontinued operations, net of tax (0.01) 0.01
 
 0.01
Income (loss) from discontinued operations, net of tax 
 (0.11) 
 (0.10)
Net income $0.55
 $0.71
 $1.01
 $1.19
 $0.63
 $0.43
 $1.63
 $1.63
(a)Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
(b)
Includes shares related to share-based compensation that vested but were not yet issued for the three months and sixnine months ended JuneSeptember 30, 2017, and 2016.
18.    Regulatory Capital and Other Regulatory Matters
As a BHC, we and our wholly-owned state-chartered banking subsidiary, Ally Bank, are subject to capital requirements issued by U.S. banking regulators that require us to maintain risk-based and leverage capital ratios above minimum levels. A risk-based capital ratio is a ratio of a banking organization’s regulatory capital to its risk-weighted assets. A leverage capital ratio is a ratio of a banking organization’s regulatory capital to a measure of assets or exposures that is not risk-weighted. As of January 1, 2015, Ally and Ally Bank became subject to the rules implementing the 2010 Basel III capital framework in the United States (U.S. Basel III), which generally reflects higher capital requirements, capital buffers, and changes to regulatory capital definitions, deductions and adjustments, relative to the predecessor requirements implementing the Basel I capital framework in the United States. Certain aspects of U.S. Basel III, including the capital buffers and certain regulatory capital deductions, will be phased in over several years.

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



a phase-in period through December 31, 2018.
Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Condensed Consolidated Financial Statements or the results of operations and financial condition of Ally and Ally Bank. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we and Ally Bank must meet specific capital guidelines that involve quantitative measures of capital, assets and certain off-balance sheet items. These measures and related classifications, which are used in the calculation of our risk-based and leverage capital ratios and those of Ally Bank, are also subject to qualitative judgments by the regulators about the components of capital, the risk-weightings of assets and other exposures, and other factors. The FRB also uses these ratios and guidelines as part of the capital planning and stress testing processes. In addition, in order for Ally to maintain its status as a FHC, Ally and its bank subsidiary, Ally Bank, must remain “well-capitalized��“well-capitalized” and “well-managed,” as defined under applicable laws. The “well-capitalized” standard for insured depository institutions, such as Ally Bank, reflects the capital requirements under U.S. Basel III.
Under U.S. Basel III, Ally must maintain a minimum Common Equity Tier 1 risk-based capital ratio of 4.5%, a minimum Tier 1 risk-based capital ratio of 6%, and a minimum Total risk-based capital ratio of 8%. In addition to these minimum requirements, Ally is also subject to a Common Equity Tier 1 capital conservation buffer of more than 2.5%, subject to a phase-in period from January 1, 2016, through December 31, 2018. Failure to maintain the full amount of the buffer will result in restrictions on Ally’s ability to make capital distributions, including dividend payment and stock repurchases and redemptions, and to pay discretionary bonuses to executive officers. In addition to these new risk-based capital standards, U.S. Basel III subjects all U.S. banking organizations, including Ally, to a minimum Tier 1 leverage ratio of 4%, the denominator of which takes into account only on-balance sheet assets.
U.S. Basel III also revised the eligibility criteria for regulatory capital instruments and provides for the phase-out of instruments that had previously been recognized as capital but that do not satisfy these criteria. Subject to certain exceptions (e.g., for certain debt or equity issued to the U.S. government under the Emergency Economic Stabilization Act), trust preferred and other “hybrid” securities are no longer included in a BHC's Tier 1 capital as of January 1, 2016. Also, subject to a phase-in schedule, certain items are deducted from Common Equity Tier 1

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



capital that had not previously been deducted from regulatory capital, and certain other deductions from regulatory capital have been modified. Among other things, U.S. Basel III requires significant investments in the common shares of unconsolidated financial institutions, mortgage servicing rights,assets, and certain deferred tax assets that exceed specified individual and aggregate thresholds to be deducted from Common Equity Tier 1 capital. U.S. Basel III also revised the standardized approach for calculating risk-weighted assets by, among other things, modifying certain risk weights and the methods for calculating risk-weighted assets for certain types of assets and exposures.
Ally is subject to the U.S. Basel III standardized approach for credit risk. Itrisk, but is not subject to the U.S. Basel III advanced approaches for credit risk. Ally is currently not subject to the U.S. market risk capital rule, which applies only to banking organizations with significant trading assets and liabilities.
On September 27, 2017, the FRB released a proposal to simplify certain capital requirements, including the requirements related to the above-mentioned capital deductions and adjustments for investments in unconsolidated financial institutions, mortgage servicing assets, and certain deferred tax assets. In addition, on August 22, 2017, the FRB proposed an amendment to the transition provisions of the U.S. Basel III capital rules that would, in anticipation of the simplification proposal, indefinitely postpone certain phase-in requirements for provisions related to the simplification proposal, including the provisions related to the above-mentioned capital deductions and adjustments. Both the simplification proposal and the proposed transitions amendments would primarily apply to non-advanced approaches banking organizations such as Ally. We are evaluating the effect these proposals would have on our regulatory capital position.
On March 7, 2016, Ally Bank received approval from the FRB to become a state member bank. Ally Bank is now regulated by the FRB through the Federal Reserve Bank of Chicago, as well as the Utah Department of Financial Institutions (UDFI). As a requirement of FRB membership, we held $444$445 million of FRB stock at JuneSeptember 30, 2017. In addition, in connection with the application for membership in the Federal Reserve System, Ally Bank made commitments to the FRB relating to capital, liquidity, and business plan requirements. These commitments arewere consistent with the prior requirements under the now-terminated Capital and Liquidity Maintenance Agreement with the Federal Deposit Insurance Corporation (FDIC), including the requirement to maintain capital at a level such that Ally Bank’s Tier 1 leverage ratio iswas at least 15%. For this purpose,
On August 22, 2017, the FRB lifted the capital, liquidity, and business plan commitments that Ally Bank made in connection with its application for membership in the Federal Reserve System, including the commitment to maintain a Tier 1 leverage ratio is determined in accordance withof at least 15%. As a result of this development, during the FRB's regulations relatedthree months ended September 30, 2017, Ally Bank paid a dividend of $2.9 billion to capital adequacy.Ally Financial Inc., which was utilized to reduce less cost-efficient borrowings and further enhance our funding profile.
Compliance with capital requirements is a strategic priority for Ally. We expect to be in compliance with all applicable requirements within the established timeframes.

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



The following table summarizes our capital ratios under the U.S. Basel III capital framework.
June 30, 2017 December 31, 2016 Required minimum Well-capitalized minimumSeptember 30, 2017 December 31, 2016 Required minimum Well-capitalized minimum
($ in millions)
Amount Ratio Amount Ratio Amount Ratio Amount Ratio 
Capital ratios                      
Common Equity Tier 1 (to risk-weighted assets)                      
Ally Financial Inc.$13,066
 9.47% $12,978
 9.37% 4.50% (a)
$13,175
 9.72% $12,978
 9.37% 4.50% (a)
Ally Bank18,975
 17.89
 17,888
 16.70
 4.50
 6.50%16,454
 15.39
 17,888
 16.70
 4.50
 6.50%
Tier 1 (to risk-weighted assets)                      
Ally Financial Inc.$15,417
 11.18% $15,147
 10.93% 6.00% 6.00%$15,539
 11.46% $15,147
 10.93% 6.00% 6.00%
Ally Bank18,975
 17.89
 17,888
 16.70
 6.00
 8.00
16,454
 15.39
 17,888
 16.70
 6.00
 8.00
Total (to risk-weighted assets)                      
Ally Financial Inc.$17,704
 12.83% $17,419
 12.57% 8.00% 10.00%$17,891
 13.19% $17,419
 12.57% 8.00% 10.00%
Ally Bank19,651
 18.53
 18,458
 17.24
 8.00
 10.00
17,215
 16.10
 18,458
 17.24
 8.00
 10.00
Tier 1 leverage (to adjusted quarterly average assets) (b)                      
Ally Financial Inc.$15,417
 9.51% $15,147
 9.54% 4.00% (a)
$15,539
 9.51% $15,147
 9.54% 4.00% (a)
Ally Bank18,975
 15.31
 17,888
 15.21
 15.00
(c) 5.00%16,454
 12.89
 17,888
 15.21
 4.00
(c) 5.00%
(a)Currently, there is no ratio component for determining whether a BHC is "well-capitalized."
(b)Federal regulatory reporting guidelines require the calculation of adjusted quarterly average assets using a daily average methodology.
(c)
On August 22, 2017, the FRB lifted the capital, liquidity, and business plan commitments that Ally Bank has committed tomade in connection with its application for membership in the FRBFederal 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.
At JuneSeptember 30, 2017, Ally and Ally Bank were “well-capitalized” and met all applicable capital requirements to which each was subject.

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



Capital Planning and Stress Tests
As a BHC with $50 billion or more of consolidated assets, Ally is required to conduct semi-annual company-run stress tests, is subject to an annual supervisory stress test conducted by the FRB, and must submit an annual capital plan to the FRB.
Ally’s capital plan must include a description of all planned capital actions over a nine-quarter planning horizon. The capital plan must also include a discussion of how Ally will maintain capital above the minimum regulatory capital ratios under baseline, adverse, and severely adverse economic scenarios, and serve as a source of strength to Ally Bank. The FRB must approve Ally's capital plan before Ally may take any capital action. Even with an approved capital plan, Ally must seek the approval of the FRB before making a capital distribution if, among other factors, Ally would not meet its regulatory capital requirements after making the proposed capital distribution.
As part of the 20162017 Comprehensive Capital Analysis and Review (CCAR) process, we received non-objection from the FRB for capital actions which included a quarterly cash dividend of $0.08 per share of our common stock and the ability to repurchase up to $700 million of our common stock from time to time through the second quarter of 2017. Our first common stock dividend of $0.08 per share was paid during the third quarter of 2016 and we paid a cash dividend of $0.08 per share on our common stock during each subsequent quarter through the second quarter of 2017. Additionally, the Ally Board of Directors authorized a common stock repurchase program of up to $700 million beginning in the third quarter of 2016 and continuing through the second quarter of 2017. Under that program, we repurchased $699 million, or 35,625,615 shares of common stock. At June 30, 2017, we had 452,291,918 shares of common stock outstanding, representing a decrease of 6.5% compared to 483,753,360 shares of common stock outstanding at June 30, 2016.
On April 5, 2017, we submitted our 2017 capital plan and stress test results to the FRB. On June 23, 2017, we publicly disclosed summary results of the stress test under the most severe scenario in accordance with regulatory requirements. On June 28, 2017, we received a non-objection to our capital plan from the FRB, including the proposed capital actions contained in our submission. The capital actions includeincluded a 50% increase in the quarterly cash dividend on common stock from $0.08 per share to $0.12 per share, and a 9% increase in our share repurchase program, which has been authorized by the Ally Board of Directors, permitting us to repurchase up to $760 million of our common stock from time to time from the third quarter of 2017 through the second quarter of 2018. On July 18,In addition, we submitted to the FRB the results of our company-run mid-cycle stress test conducted under multiple macroeconomic scenarios and disclosed the results of this stress test under the most severe scenario on October 5, 2017, in accordance with regulatory requirements.
The following table presents information related to our common shares for each quarter since the Ally Boardcommencement of Directors declaredour common share repurchase programs and initiation of a quarterly cash dividend payment of $0.12 per share on all common stock. Refer to Note 26 for further information regarding this common share dividend.
($ in millions, except per share data; shares in thousands)3rd quarter 20172nd quarter 20171st quarter 20174th quarter 20163rd quarter 2016
Common shares repurchased during period (a)     
Approximate dollar value$190
$204
$169
$167
$159
Number of shares8,507
10,485
8,097
8,745
8,298
Number of common shares outstanding     
Beginning of period452,292
462,193
467,000
475,470
483,753
End of period443,796
452,292
462,193
467,000
475,470
Cash dividends declared per common share (b)$0.12
$0.08
$0.08
$0.08
$0.08
(a)Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
(b)
On October 10, 2017, the Ally Board of Directors declared a quarterly cash dividend payment of $0.12 per share on all common stock, payable on November 15, 2017. Refer to Note 26 for further information regarding this common share dividend.
Our ability to make capital distributions, including our ability to pay dividends or repurchase shares of our common stock, will continue to be subject to the FRB’s review of and non-objection to the actions that we propose each year in our annual capital plan. The amount and size of any future dividends and share repurchases will depend upon our results of operations, capital levels, future opportunities, consideration and approval by the Ally Board of Directors, and other considerations.
In January 2017, the FRB finalized a rule amending the capital planning and stress testing rules, effective for the 2017 cycle. The final rule, among other things, revised the capital plan rule to no longer subject large and noncomplex firms, including Ally, to the provisions of the rule whereby the FRB may object to a capital plan on the basis of qualitative deficiencies in the firm’s capital planning process. Under the

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



final rule, the qualitative assessment of Ally’s capital plan is conducted outside of the CCAR process, through the supervisory review process. For the 2017 cycle, the FRB's qualitative assessment of Ally's capital plan began in the third quarter of 2017. The final rule also decreased the de minimis threshold for the amount of capital that Ally could distribute to shareholders outside of an approved capital plan without seeking prior approval of the FRB, and modified Ally's reporting requirements to reduce certain reporting burdens related to capital planning and stress testing.
19.    Derivative Instruments and Hedging Activities
We enter into interest rate, foreign-currency, and equity swaps, futures, forwards, and options in connection with our market risk management activities. Derivative instruments are used to manage interest rate risk relating to specific groups of assets and liabilities, including available-for-sale securities, automotive loan assets, and debt. We use foreign exchange contracts to mitigate foreign-currency risk associated with foreign-currency-denominated debt, foreign exchange transactions, and our net investment in foreign subsidiaries. In addition, we also enter into equity option contracts to manage our exposure to the equity markets. Our primary objective for utilizing derivative financial instruments is to manage interest rate risk associated with our fixed- and variable-rate assets and liabilities, foreign exchange risks related to our foreign-currency denominated assets and liabilities, and market risks related to our investment portfolio and certain of our executive share-based compensation plans.

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



Interest Rate Risk
We monitor our mix of fixed- and variable-rate assets and liabilities. We may enter into interest rate swaps, forwards, futures, options, and swaptions to achieve our desired mix of fixed- and variable-rate assets and liabilities. We execute interest rate swaps, forwards, futures, and options to modify our exposure to interest rate risk by converting certain fixed-rate instruments to a variable-rate and certain variable-rate instruments to a fixed-rate. We use a mix of both derivatives that qualify for hedge accounting treatment and economic hedges.
Derivatives qualifying for hedge accounting consist ofcan include receive-fixed swaps designated as fair value hedges of specific fixed-rate unsecured debt obligations, receive-fixed swaps designated as fair value hedges of specific fixed-rate FHLB advances, fair value hedges of U.S. Treasury positions within our available-for-sale portfolio, and pay-fixed swaps designated as fair value hedges of specific portfolios of fixed-rate held-for-investment retail automotive loan assets. As of June 30, 2017, there were no open hedges related to our held-for-investment retail automotive loan assets. Periodically, we may also execute fair value hedges of U.S. Treasury positions within our available-for-sale investment portfolio. Other derivatives qualifying for hedge accounting consist of pay-fixed swaps designated as cash flow hedges of the expected future cash flows in the form of interest payments on certain variable-rate borrowings. As of September 30, 2017, there were no open hedges related to our held-for-investment retail automotive loan assets.
We may also execute economic hedges, which consist of interest rate swaps and interest rate caps held to mitigate interest rate risk associated with our debt portfolio. We may also use interest rate swaps to economically hedge our net fixed-versus-variable interest rate exposure. We enter into economic hedges in the form of short-dated, exchange-traded Eurodollar futures to hedge the interest rate exposure of our fixed-rate automotive loans, as well as forwards, options, and swaptions to economically hedge our net fixed-versus-variable interest rate exposure.
We also enter into interest rate lock commitments and forward-sale commitments that are executed as part of our mortgage business that meet the accounting definition of a derivative.
Foreign Exchange Risk
We enter into derivative financial instrument contracts to mitigate the risk associated with variability in cash flows related to our various foreign-currency exposures.
We enter into foreign-currency forwards with external counterparties as net investment hedges of foreign exchange exposure on our investments in foreign subsidiaries. Our equity is impacted by the cumulative translation adjustments resulting from the translation of foreign subsidiary results; this impact is reflected in our accumulated other comprehensive loss. We also periodically enter into foreign-currency forwards to economically hedge our foreign-denominated debt, our centralized lending program, and foreign-denominated third-party loans. These forwardforeign currency forwards that are used as economic hedges are recorded at fair value with changes recorded as income offsetting the gains and losses on the associated foreign-currency transactions.
Market Risk
We enter into equity options to economically hedge our exposure to the equity markets. We purchase options to assume a long position on certain equities and write options to assume a short position.
Counterparty Credit Risk
Derivative financial instruments contain an element of credit risk if counterparties are unable to meet the terms of the agreements. Credit risk associated with derivative financial instruments is measured as the net replacement cost should the counterparties that owe us under the contract completely fail to perform under the terms of those contracts, assuming no recoveries of underlying collateral as measured by the market value of the derivative financial instrument.
To mitigate the risk of counterparty default, we maintain collateral agreements with certain counterparties. The agreements generally require both parties to post collateral in the event the fair values of the derivative financial instruments meet posting thresholds established under the agreements. In the event that either party defaults on the obligation, the secured party may seize the collateral. Generally, our

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collateral arrangements are bilateral such that we and the counterparty post collateral for the value of our total obligation to each other. Contractual terms provide for standard and customary exchange of collateral based on changes in the market value of the outstanding derivatives. The securing party posts additional collateral when their obligation rises or removes collateral when it falls. These payments are characterized as collateral for over-the-counter (OTC) derivatives.
We execute certain derivatives such as interest rate swaps with clearinghouses, which requires us to post collateral. For exchange-tradedthese clearinghouse derivatives, these payments are recognized as settlements rather than collateral.
Certain derivative instruments contain provisions that require us to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit risk-related event. No such specified credit risk related events occurred during the secondthird quarter of 2017 or 2016.
We placed cash collateral totaling $92$10 million and securities collateral totaling $56$145 million at JuneSeptember 30, 2017, and $122 million and $72 million at December 31, 2016, respectively, in accounts maintained by counterparties. This amount primarily relates to collateral posted to support our derivative positions. This amount also excludes cash and securities pledged as collateral under repurchase agreements. At JuneSeptember 30, 2017, and December 31, 2016, we placed cash collateral totaling $11$10 million and $45 million, respectively, with

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



counterparties under collateral arrangements associated with repurchase agreements. Refer to Note 14 for details on the repurchase agreements. The receivables for cash collateral placed are included inon our Condensed Consolidated Balance Sheet in other assets.
We received cash collateral from counterparties totaling $6$14 million and $10 million at JuneSeptember 30, 2017, and December 31, 2016, respectively, primarily to support these derivative positions. This amount also excludes cash and securities pledged as collateral under repurchase agreements. Refer to Note 14 for details on the repurchase agreements. The payables for cash collateral received are included on our Condensed Consolidated Balance Sheet in accrued expenses and other liabilities. In certain circumstances, we receive or post securities as collateral with counterparties. We do not record collateral received on our Condensed Consolidated Balance Sheet unless certain conditions are met. At JuneSeptember 30, 2017, and December 31, 2016, we received noncash collateral of $3$2 million and $6 million, respectively. Included in these amounts is noncash collateral where we have been granted the right to sell or pledge the underlying assets. We have not sold or pledged any of the noncash collateral received under these agreements.

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



Balance Sheet Presentation
The following table summarizes the fair value amounts of derivative instruments reported on our Condensed Consolidated Balance Sheet. The fair value amounts are presented on a gross basis, are segregated by derivatives that are designated and qualifying as hedging instruments or those that are not, and are further segregated by type of contract within those two categories. Notional amounts are reference amounts from which contractual obligations are derived and are not recorded on the balance sheet. In our view, derivative notional is not an accurate measure of our derivative exposure when viewed in isolation from other factors, such as market rate fluctuations and counterparty credit risk.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
 Derivative contracts in a Notional amount Derivative contracts in a Notional amount Derivative contracts in a Notional amount Derivative contracts in a Notional amount
($ in millions) receivable position (a) payable position (b) receivable position (a) payable position (b)  receivable position (a) payable position (b) receivable position (a) payable position (b) 
Derivatives designated as accounting hedges                        
Interest rate contracts                        
Swaps (c) (d) (e) (f) (g) $
 $
 $4,225
 $19
 $21
 $4,731
 $
 $
 $6,140
 $19
 $21
 $4,731
Futures (h) 1
 
 60
 
 
 
Foreign exchange contracts                        
Forwards 
 3
 154
 1
 
 171
 3
 
 176
 1
 
 171
Total derivatives designated as accounting hedges 
 3
 4,379
 20
 21
 4,902
 4
 
 6,376
 20
 21
 4,902
Derivatives not designated as accounting hedges                        
Interest rate contracts                        
Swaps 
 
 15
 
 
 137
 
 
 
 
 
 137
Futures and forwards 
 
 103
 
 
 
 
 
 116
 
 
 
Written options 1
 39
 12,449
 
 73
 14,518
 1
 30
 9,452
 
 73
 14,518
Purchased options 39
 
 12,346
 73
 
 14,517
 30
 
 9,335
 73
 
 14,517
Total interest rate risk 40
 39
 24,913
 73
 73
 29,172
 31
 30
 18,903
 73
 73
 29,172
Foreign exchange contracts                        
Futures and forwards 1
 1
 142
 1
 
 92
 2
 
 130
 1
 
 92
Total foreign exchange risk 1
 1
 142
 1
 
 92
 2
 
 130
 1
 
 92
Equity contracts                        
Written options 
 
 
 
 1
 
 
 
 
 
 1
 
Purchased options 
 
 
 1
 
 
 
 
 
 1
 
 
Total equity risk 
 
 
 1
 1
 
 
 
 
 1
 1
 
Total derivatives not designated as accounting hedges 41
 40
 25,055
 75
 74
 29,264
 33
 30
 19,033
 75
 74
 29,264
Total derivatives $41
 $43
 $29,434
 $95
 $95
 $34,166
 $37
 $30
 $25,409
 $95
 $95
 $34,166
(a)
Derivative contracts in a receivable position are classified as other assets on the Condensed Consolidated Balance Sheet, and include accrued interest of $0$0 million and $7$7 million at JuneSeptember 30, 2017,, and December 31, 2016,, respectively.
(b)
Derivative contracts in a liability position are classified as accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet, and include accrued interest of $0$0 million and $1$1 million at JuneSeptember 30, 2017,, and December 31, 2016,, respectively.
(c)
Includes fair value hedges consisting of receive-fixed swaps on fixed-rate unsecured debt obligations with $0$0 million and $8$8 million in a receivable position, $0$0 million and $14$14 million in a payable position, and a $3.3$3.1 billion and $1.7$1.7 billion notional amount at JuneSeptember 30, 2017,, and December 31, 2016,, respectively. The hedge notional amount of $3.3$3.1 billion at JuneSeptember 30, 2017, is associated with debt maturing in approximately five or more years.
(d)Includes fair value hedges consisting of receive-fixed swaps on fixed-rate secured debt obligations (FHLB advances) with $0 million and $0 million in a receivable position, $0 million and $7 million in a payable position, and a $1.6 billion and $240 million notional amount at both JuneSeptember 30, 2017, and December 31, 2016.
(e)
2016, respectively. Other fair value hedges include pay-fixed swaps on portfolios of held-for-investment automotive loan assets with $0$0 million and $10 million in a receivable position, $0$0 million and $1 million in a payable position, and a $0.0$0.0 billion and $2.8 billion notional amount at JuneSeptember 30, 2017,, and December 31, 2016,, respectively.
(f)(e)Includes cash flow hedge of pay-fixed swap on variable-rate borrowings of a secured credit facility with $0 million in a receivable and payable position, and $650$1.3 billion of notional amount at September 30, 2017.
(f)Includes fair value hedge of pay-fixed swaps on fixed-rate U.S. Treasury securities with $0 million in a receivable and payable position, and $225 million of notional amount at JuneSeptember 30, 2017.
(g)Derivative contracts in a receivable and payable position exclude open trade equity on derivatives cleared through certaincentral clearing counterparties. Any associated collateral exchanged with our central clearing counterparties are treated as settlements of the derivative exposure, rather than collateral. Such payments are recognized as settlements of the derivatives contracts in a receivable and payable position in our Condensed Consolidated Balance Sheet.
(h)Includes fair value hedge of future contract on fixed-rate U.S. Treasury securities with $1 million in a receivable position, $0 million in a payable position, and $60 million of notional amount at September 30, 2017.

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



Statement of Comprehensive Income Presentation
The following table summarizes the location and amounts of gains and losses on derivative instruments reported in our Condensed Consolidated Statement of Comprehensive Income.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions)
 2017 2016 2017 2016 2017 2016 2017 2016
Derivatives qualifying for hedge accounting                
(Loss) gain recognized in earnings on derivatives        
Gain (loss) recognized in earnings on derivatives        
Interest rate contracts                
Interest and fees on finance receivables and loans (a) $(1) $(6) $1
 $(34) $
 $16
 $1
 $(18)
Interest and dividends on investment securities 4
 
 1
 
Interest on long-term debt (b) 20
 51
 24
 242
 (5) (31) 19
 211
Gain (loss) recognized in earnings on hedged items        
(Loss) gain recognized in earnings on hedged items        
Interest rate contracts                
Interest and fees on finance receivables and loans (c) 1
 5
 (3) 33
 
 (17) (3) 16
Interest and dividends on investment securities (4) 
 (1) 
Interest on long-term debt (d) (20) (50) (23) (246) 5
 32
 (18) (214)
Total derivatives qualifying for hedge accounting 
 
 (1) (5) 
 
 (1) (5)
Derivatives not designated as accounting hedges                
(Loss) gain recognized in earnings on derivatives        
Gain (loss) recognized in earnings on derivatives        
Interest rate contracts                
Gain on mortgage and automotive loans, net 1
 
 1
 
 
 
 1
 
Other income, net of losses (1) 1
 (3) 3
 
 (5) (3) (2)
Total interest rate contracts 
 1
 (2) 3
 
 (5) (2) (2)
Foreign exchange contracts (e)                
Interest on long-term debt 
 (1) 
 (2) 
 
 
 (2)
Other income, net of losses (3) 1
 (4) (3) (3) (1) (7) (4)
Total foreign exchange contracts (3) 
 (4) (5) (3) (1) (7) (6)
Equity contracts                
Compensation and benefits expense 
 (1) 
 (2) 
 2
 
 
Total equity contracts 
 (1) 
 (2) 
 2
 
 
Loss recognized in earnings on derivatives $(3) $
 $(7) $(9) $(3) $(4) $(10) $(13)
(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 $0 million and $5$4 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $1 million and $12$16 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, 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 $7 million and $11 million for both the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $12$19 million and $27$34 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, 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 $0 million and $2$1 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $0$1 million and $3$4 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.
(c)
Amounts exclude losses related to amortization of deferred loan basis adjustments on the de-designated hedged item of $6 million and $4 million for both the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $11$17 million and $9$15 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.
(d)
Amounts exclude gains related to amortization of deferred debt basis adjustments on the de-designated hedged item of $20$19 million and $21$23 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $40$59 million and $39$62 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively. Amounts also exclude losses related to amortization of deferred debt basis adjustments (FHLB advances) on the de-designated hedge item of $1 million and $0 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and $1 million and $0$2 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.2017.
(e)
Amounts exclude gains and losses related to the revaluation of the related foreign-denominated debt or receivable. LossesGains of $4$3 million and $1 million were recognized for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and gains of $5$8 million and $3$4 million were recognized for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.
In connection with derivative instruments used in cash flow and net investment hedge accounting relationships, losses of $4 million and $0 million were recognized in other comprehensive income for the three months ended June 30, 2017, and 2016, respectively, and losses of $6 million were recognized in other comprehensive income for both the six months ended June 30, 2017, and 2016. These 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

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separatelyThe following table summarizes derivative instruments used in Note 16. There were gains of $4 millioncash flow and $0 million for the three months ended June 30, 2017, and 2016, respectively, and $7 million and $11 million for the six months ended June 30, 2017, and 2016.net investment hedge accounting relationships.
 Three months ended September 30, Nine months ended September 30,
($ in millions)2017 2016 2017 2016
Cash flow hedges       
Interest rate contracts       
Gain recognized in other comprehensive loss$2
 $
 $2
 $
Net investment hedges       
Foreign exchange contracts       
(Loss) gain recognized in other comprehensive loss (a)$(6) $2
 $(12) $(4)
(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 16. There were gains of $7 million and losses of $2 million for the three months ended September 30, 2017, and 2016, respectively, and gains of $14 million and $9 million for the nine months ended September 30, 2017, and 2016.
20.    Income Taxes
We recognized total income tax expense from continuing operations of $122$115 million and $235$350 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $56$130 million and $206$336 million for the same periods in 2016. The increasesdecrease in income tax expense for the three months and six months ended JuneSeptember 30, 2017, compared to the same periodsperiod in 2016, werewas primarily driven by the realization of capital gains allowing for a partial release of valuation allowance. The increase in income tax expense for the nine months ended September 30, 2017, compared to the same period in 2016, was primarily driven by a non-recurringnonrecurring tax benefit in the second quarter of 2016 due to a U.S. tax reserve release related to a prior-year federal return that reduced our liability for unrecognized tax benefits by $175 million. This benefit was partially offset by the establishment of a valuation allowance on capital loss carryforwards forin the three months ended June 30,second quarter of 2016, and a decrease in pretax earnings.
As of each reporting date, we consider existing evidence, both positive and negative, that could impact our view with regard to future realization of deferred tax assets. We continue to believe it is more likely than not that the benefit for capital loss carryforwards, certain foreign tax credits and state net operating loss carryforwards will not be realized. In recognition of this risk, we continue to provide a full valuation allowance on capital loss carryforwards and a partial valuation allowance on the deferred tax assets relating to foreign tax credits and state net operating loss carryforwards.
21.    Fair Value
Fair Value Measurements
For purposes of this disclosure, fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is based on the assumptions we believe market participants would use when pricing an asset or liability. Additionally, entities are required to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring the fair value of a liability.
GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.
Level 1Inputs 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 2Inputs 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 3Unobservable 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.
TransfersTransfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfer occurred.

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Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models, and significant assumptions utilized.
Available-for-sale securities — 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

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determine the fair value of these instruments, we utilize the quoted market prices for the particular derivative contracts; therefore, we classified these contracts as Level 1.
We also execute OTC and centrally-cleared derivative contracts, such as interest rate swaps, a cross-currency swap, swaptions, foreign-currency denominated forward contracts, prepaid equity forward contracts, caps, floors, and agency to-be-announced securities. For OTC contracts, we utilize third-party-developed valuation models that are widely accepted in the market to value these OTC derivative contracts. The specific terms of the contract and market observable inputs (such as interest rate forward curves, interpolated volatility assumptions, or equity pricing) are used in the model. We classified these OTC derivative contracts as Level 2 because all significant inputs into these models were market observable. For centrally-cleared contracts, we utilize unadjusted prices obtained from the clearing house as the basis for valuation, and they are also classified as Level 2.
We also enter into interest rate lock commitments and forward-sale commitments that are executed as part of our mortgage business. These meet the accounting definition of a derivative and therefore are recorded as derivatives on our Condensed Consolidated Balance Sheet. Because these derivatives are valued using internal pricing models, they are classified as Level 3.
We are required to consider all aspects of nonperformance risk, including our own credit standing, when measuring fair value of a liability. We reduce credit risk on the majority of our derivatives by entering into legally enforceable agreements that enable the posting and receiving of collateral associated with the fair value of our derivative positions on an ongoing basis. In the event that we do not enter into legally enforceable agreements that enable the posting and receiving of collateral, we will consider our credit risk and the credit risk of our counterparties in the valuation of derivative instruments through a credit valuation adjustment (CVA), if warranted. The CVA calculation utilizes the credit default swap spreads of the counterparty.

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



Recurring Fair Value
The following tables display the assets and liabilities measured at fair value on a recurring basis including financial instruments elected for the fair value option. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The tables below display the hedges separately from the hedged items; therefore, they do not directly display the impact of our risk management activities.
 Recurring fair value measurements Recurring fair value measurements
June 30, 2017 ($ in millions)
 Level 1 Level 2 Level 3 Total
September 30, 2017 ($ in millions)
 Level 1 Level 2 Level 3 Total
Assets                
Investment securities       
       
Available-for-sale securities       
       
Debt securities       
       
U.S. Treasury $1,852
 $
 $
 $1,852
 $2,073
 $
 $
 $2,073
U.S. States and political subdivisions 
 782
 
 782
 
 851
 
 851
Foreign government 7
 143
 
 150
 8
 149
 
 157
Agency mortgage-backed residential 
 13,676
 
 13,676
 
 14,344
 
 14,344
Mortgage-backed residential 
 2,038
 
 2,038
 
 2,310
 
 2,310
Mortgage-backed commercial 
 475
 
 475
 
 509
 
 509
Asset-backed 
 1,014
 
 1,014
 
 1,039
 
 1,039
Corporate debt 
 1,272
 
 1,272
 
 1,291
 
 1,291
Total debt securities 1,859
 19,400
 
 21,259
 2,081
 20,493
 
 22,574
Equity securities (a) 505
 
 
 505
 525
 
 
 525
Total available-for-sale securities 2,364
 19,400
 
 21,764
 2,606
 20,493
 
 23,099
Mortgage loans held-for-sale 
 
 3
 3
 
 
 9
 9
Interests retained in financial asset sales 
 
 5
 5
 
 
 5
 5
Derivative contracts in a receivable position (b)       
       
Interest rate 
 39
 1
 40
 1
 30
 1
 32
Foreign currency 
 1
 
 1
 
 5
 
 5
Total derivative contracts in a receivable position 
 40
 1
 41
 1
 35
 1
 37
Total assets $2,364
 $19,440
 $9
 $21,813
 $2,607
 $20,528
 $15
 $23,150
Liabilities       
       
Accrued expenses and other liabilities       
       
Derivative contracts in a payable position (b)       
       
Interest rate $
 $(39) $
 $(39) $
 $(30) $
 $(30)
Foreign currency 
 (4) 
 (4)
Total derivative contracts in a payable position 
 (43) 
 (43) 
 (30) 
 (30)
Total liabilities $
 $(43) $
 $(43) $
 $(30) $
 $(30)
(a)Our investment in any one industry did not exceed 18%15%.
(b)
For additional information on derivative instruments and hedging activities, refer to Note 19.


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 Recurring fair value measurements Recurring fair value measurements
December 31, 2016 ($ in millions)
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                
Investment securities                
Available-for-sale securities                
Debt securities                
U.S. Treasury $1,620
 $
 $
 $1,620
 $1,620
 $
 $
 $1,620
U.S. States and political subdivisions 
 782
 
 782
 
 782
 
 782
Foreign government 11
 151
 
 162
 11
 151
 
 162
Agency mortgage-backed residential 
 10,290
 
 10,290
 
 10,290
 
 10,290
Mortgage-backed residential 
 2,097
 
 2,097
 
 2,097
 
 2,097
Mortgage-backed commercial 
 537
 
 537
 
 537
 
 537
Asset-backed 
 1,400
 
 1,400
 
 1,400
 
 1,400
Corporate debt 
 1,443
 
 1,443
 
 1,443
 
 1,443
Total debt securities 1,631
 16,700
 
 18,331
 1,631
 16,700
 
 18,331
Equity securities (a) 595
 
 
 595
 595
 
 
 595
Total available-for-sale securities 2,226
 16,700
 
 18,926
 2,226
 16,700
 
 18,926
Other assets       
       
Interests retained in financial asset sales 
 
 29
 29
 
 
 29
 29
Derivative contracts in a receivable position (b)       
       
Interest rate 
 92
 
 92
 
 92
 
 92
Foreign currency 
 2
 
 2
 
 2
 
 2
Other 1
 
 
 1
 1
 
 
 1
Total derivative contracts in a receivable position 1
 94
 
 95
 1
 94
 
 95
Total assets $2,227

$16,794

$29
 $19,050
 $2,227

$16,794

$29
 $19,050
Liabilities       
       
Accrued expenses and other liabilities       
       
Derivative contracts in a payable position (b)       
       
Interest rate $
 $(94) $
 $(94) $
 $(94) $
 $(94)
Other (1) 
 
 (1) (1) 
 
 (1)
Total derivative contracts in a payable position (1) (94) 
 (95) (1) (94) 
 (95)
Total liabilities $(1)
$(94)
$

$(95) $(1)
$(94)
$

$(95)
(a)Our investment in any one industry did not exceed 14%.
(b)
For additional information on derivative instruments and hedging activities, refer to Note 19.


4546

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



The following tables present the reconciliation for all Level 3 assets and liabilities measured at fair value on a recurring basis. We often economically hedge the fair value change of our assets or liabilities with derivatives and other financial instruments. The Level 3 items presented below may be hedged by derivatives and other financial instruments that are classified as Level 1 or Level 2. Thus, the following tables do not fully reflect the impact of our risk management activities.
Level 3 recurring fair value measurementsLevel 3 recurring fair value measurements
 Net realized/unrealized gains Fair value at June 30, 2017Net unrealized gains included in earnings still held at June 30, 2017 Net realized/unrealized gains Fair value at September 30, 2017Net unrealized gains included in earnings still held at September 30, 2017
($ in millions)Fair value at April 1, 2017included in earnings included in OCIPurchasesSalesIssuancesSettlementsFair value at July 1, 2017included in earnings included in OCIPurchasesSalesIssuancesSettlements
Assets   
    
 
Mortgage loans held-for-sale$1
$
 $
$20
$(18)$
$
$3
$
$3
$1
 $
$49
$(44)$
$
$9
$
Other assets   
    
 
Interests retained in financial asset sales31
1
 

4

(31)5

5

 




5

Derivative assets
1
 




1
1
1

 




1

Total assets$32
$2

$
$20
$(14)$
$(31)$9
$1
$9
$1

$
$49
$(44)$
$
$15
$
Level 3 recurring fair value measurementsLevel 3 recurring fair value measurements
Fair value at April 1, 2016Net realized/unrealized gainsPurchasesSalesIssuancesSettlementsFair value at June 30, 2016Net unrealized gains included in earnings still held at June 30, 2016Fair value at July 1, 2016Net realized/unrealized gainsPurchasesSalesIssuancesSettlementsFair value at September 30, 2016Net unrealized gains included in earnings still held at September 30, 2016
($ in millions)included in earnings included in OCIincluded in earnings included in OCI
Assets      
Other assets      
Interests retained in financial asset sales$31
$1
(a)$
$
$2
$
$(3)$31
$
$31
$1
(a)$
$
$2
$
$(2)$32
$
Total assets$31
$1
 $
$
$2
$
$(3)$31
$
$31
$1
 $
$
$2
$
$(2)$32
$
(a)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.
Level 3 recurring fair value measurementsLevel 3 recurring fair value measurements
 Net realized/unrealized gains Fair value at June 30, 2017Net unrealized gains included in earnings still held at June 30, 2017 Net realized/unrealized gains Fair value at September 30, 2017Net unrealized gains included in earnings still held at September 30, 2017
($ in millions)Fair value at Jan. 1, 2017included in earnings included in OCIPurchasesSalesIssuancesSettlementsFair value at Jan. 1, 2017included in earnings included in OCIPurchasesSalesIssuancesSettlements
Assets        
Mortgage loans held-for-sale$
$
 $
$23
$(20)$
$
$3
$
$
$1
 $
$72
$(64)$
$
$9
$
Other assets      
Interests retained in financial asset sales29
1
 

8

(33)5

29
1
 

8

(33)5

Derivative assets
1
 




1
1

1
 




1
1
Total assets$29
$2
 $
$23
$(12)$
$(33)$9
$1
$29
$3
 $
$72
$(56)$
$(33)$15
$1
Level 3 recurring fair value measurementsLevel 3 recurring fair value measurements
Fair value at Jan. 1, 2016Net realized/unrealized gainsPurchasesSalesIssuancesSettlementsFair value at June 30, 2016Net unrealized gains included in earnings still held at June 30, 2016Fair value at Jan. 1, 2016Net realized/unrealized gainsPurchasesSalesIssuancesSettlementsFair value at September 30, 2016Net unrealized gains included in earnings still held at September 30, 2016
($ in millions)included in earnings included in OCIincluded in earnings included in OCI
Assets      
Other assets      
Interests retained in financial asset sales$40
$3
(a)$
$
$6
$
$(18)$31
$
$40
$4
(a)$
$
$8
$
$(20)$32
$
Total assets$40
$3
 $
$
$6
$
$(18)$31
$
$40
$4
 $
$
$8
$
$(20)$32
$
(a)
Reported as other income, net of losses, in the Condensed Consolidated Statement of Comprehensive Income.

4647

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



Nonrecurring Fair Value
We may be required to measure certain assets and liabilities at fair value from time to time. These periodic fair value measures typically result from the application of lower-of-cost or fair value accounting or certain impairment measures. These items would constitute nonrecurring fair value measures.
The following tables display the assets and liabilities measured at fair value on a nonrecurring basis.
 Nonrecurring fair value measurements Lower-of-cost or fair value or valuation reserve allowance Total gain (loss) included in earnings for the three months ended Total gain (loss) included in earnings for the six months ended  Nonrecurring fair value measurements Lower-of-cost or fair value or valuation reserve allowance Total gain (loss) included in earnings for the three months ended Total gain (loss) included in earnings for the nine months ended 
June 30, 2017 ($ in millions)
 Level 1 Level 2 Level 3 Total 
September 30, 2017 ($ in millions)
 Level 1 Level 2 Level 3 Total Lower-of-cost or fair value or valuation reserve allowance Total gain (loss) included in earnings for the three months ended Total gain (loss) included in earnings for the nine months ended 
Assets                    
Loans held-for-sale, net $
 $
 $13
 $13
 $
 n/m(a)n/m(a) $
 $
 $9
 $9
 $
 n/m(a)n/m(a)
Commercial finance receivables and loans, net (b)                      
Commercial and industrial           
Automotive 
 
 45
 45
 $(6) n/m(a)n/m(a) 
 
 29
 29
 $(4) n/m(a)n/m(a)
Other 
 
 34
 34
 (25) n/m(a)n/m(a) 
 
 35
 35
 (16) n/m(a)n/m(a)
Total commercial finance receivables and loans, net 
 
 79
 79
 (31) n/m(a)n/m(a) 
 
 64
 64
 (20) n/m(a)n/m(a)
Other assets       
          
   
Repossessed and foreclosed assets (c) 
 
 13
 13
 (1) n/m(a)n/m(a) 
 
 13
 13
 (2) n/m(a)n/m(a)
Other 
 
 4
 4
 
 n/m(a)n/m(a) 
 
 3
 3
 
 n/m(a)n/m(a)
Total assets $
 $
 $109
 $109
 $(32) n/m n/m  $
 $
 $89
 $89
 $(22) n/m n/m 
n/m = not meaningful
(a)We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
(b)Represents the portion of the portfolio specifically impaired during 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.


4748

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



 Nonrecurring fair value measurements Lower-of-cost or fair value or valuation reserve allowance Total gain included in earnings for the three months ended Total gain included in earnings for the six months ended  Nonrecurring fair value measurements Lower-of-cost or fair value or valuation reserve allowance Total gain included in earnings for the three months ended Total gain included in earnings for the nine months ended 
June 30, 2016 ($ in millions)
 Level 1 Level 2 Level 3 Total 
September 30, 2016 ($ in millions)
 Level 1 Level 2 Level 3 Total Lower-of-cost or fair value or valuation reserve allowance Total gain included in earnings for the three months ended Total gain included in earnings for the nine months ended 
Assets                    
Loans held-for-sale, net $
 $
 $15
 $15
 $
 n/m(a)n/m(a) $
 $
 $56
 $56
 $
 n/m(a)n/m(a)
Commercial finance receivables and loans, net (b)       
          
   
Commercial and industrial                      
Automotive 
 
 43
 43
 (6) n/m(a)n/m(a) 
 
 30
 30
 (7) n/m(a)n/m(a)
Other 
 
 46
 46
 (18) n/m(a)n/m(a) 
 
 45
 45
 (17) n/m(a)n/m(a)
Total commercial finance receivables and loans, net 
 
 89
 89
 (24) n/m(a)n/m(a) 
 
 75
 75
 (24) n/m(a)n/m(a)
Other assets       
          
   
Repossessed and foreclosed assets (c) 
 
 10
 10
 (3) n/m(a)n/m(a) 
 
 15
 15
 (4) n/m(a)n/m(a)
Other 
 
 5
 5
 
 n/m(a)n/m(a) 
 
 7
 7
 
 n/m(a)n/m(a)
Total assets $
 $
 $119
 $119
 $(27) n/m n/m  $
 $
 $153
 $153
 $(28) n/m n/m 
n/m = not meaningful
(a)We consider the applicable valuation or loan loss allowance to be the most relevant indicator of the impact on earnings caused by the fair value measurement. Accordingly, the table above excludes total gains and losses included in earnings for these items. The carrying values are inclusive of the respective valuation or loan loss allowance.
(b)Represents the portion of the portfolio specifically impaired during 2016. 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.
Fair Value Option for Financial Assets
We elected the fair value option for an insignificant amount of conforming mortgage loans held-for-sale. We elected the fair value option to mitigate earnings volatility by better matching the accounting for the assets with the related hedges. Our intent in electing fair value measurement was to mitigate a divergence between accounting losses and economic exposure for certain assets and liabilities.

4849

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



Fair Value of Financial Instruments
The following table presents the carrying and estimated fair value of financial instruments, except for those recorded at fair value on a recurring basis presented in the previous section of this note titled Recurring Fair Value. When possible, we use quoted market prices to determine fair value. Where quoted market prices are not available, the fair value is internally derived based on appropriate valuation methodologies with respect to the amount and timing of future cash flows and estimated discount rates. However, considerable judgment is required in interpreting current market data to develop the market assumptions and inputs necessary to estimate fair value. As such, the actual amount received to sell an asset or the amount paid to settle a liability could differ from our estimates. Fair value information presented herein was based on information available at JuneSeptember 30, 2017, and December 31, 2016.
  Estimated fair value  Estimated fair value
($ in millions)Carrying value Level 1 Level 2 Level 3 TotalCarrying value Level 1 Level 2 Level 3 Total
June 30, 2017         
September 30, 2017         
Financial assets                  
Held-to-maturity securities$1,189
 $
 $1,156
 $
 $1,156
$1,839
 $
 $1,807
 $
 $1,807
Loans held-for-sale, net17
 
 
 17
 17
9
 
 
 9
 9
Finance receivables and loans, net119,303
 
 
 121,029
 121,029
117,585
 
 
 119,498
 119,498
Nonmarketable equity investments (a)925
 
 898
 25
 923
1,053
 
 1,026
 26
 1,052
Financial liabilities                  
Deposit liabilities$86,183
 $
 $
 $84,287
 $84,287
$90,116
 $
 $
 $88,151
 $88,151
Short-term borrowings10,712
 
 
 10,714
 10,714
10,175
 
 
 10,177
 10,177
Long-term debt49,145
 
 32,371
 19,163
 51,534
45,122
 
 29,776
 17,880
 47,656
December 31, 2016                  
Financial assets                  
Held-to-maturity securities$839
 $
 $789
 $
 $789
$839
 $
 $789
 $
 $789
Finance receivables and loans, net117,800
 
 
 118,750
 118,750
117,800
 
 
 118,750
 118,750
Nonmarketable equity investments1,046
 
 1,012
 55
 1,067
1,046
 
 1,012
 55
 1,067
Financial liabilities                  
Deposit liabilities$79,022
 $
 $
 $78,469
 $78,469
$79,022
 $
 $
 $78,469
 $78,469
Short-term borrowings12,673
 
 
 12,675
 12,675
12,673
 
 
 12,675
 12,675
Long-term debt54,128
 
 22,036
 34,084
 56,120
54,128
 
 22,036
 34,084
 56,120
(a)Excludes investments with a carrying value of $13$12 million and fair value of $34$35 million at JuneSeptember 30, 2017, for which fair value is measured at net asset value (or its equivalent) as a practical expedient.
The following describes the methodologies and assumptions used to determine fair value for the significant classes of financial instruments. In addition to the valuation methods discussed below, we also followed guidelines for determining whether a market was not active and a transaction was not distressed. We assumed the price that would be received in an orderly transaction (including a market-based return) and not in forced liquidation or distressed sale.
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.

4950

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



The fair value of mortgage loans held-for-investment was based on a discounted cash flow basis utilizing cash flow projections from models that utilized prepayment, default, and discount rate assumptions. These valuations consider unique attributes of the loans such as geography, delinquency status, product type, and other factors.
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. 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 for which observable market information exists. As a result, the corresponding financial instruments have been transferred from Level 3 to Level 2 within the fair value hierarchy following the change in valuation technique driven by the availability of an independent pricing service.
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.
22.    Offsetting Assets and Liabilities
Our derivative contracts and repurchase/reverse repurchase transactions are supported by qualifying master netting and master repurchase agreements. These agreements are legally enforceable bilateral agreements that (1) create a single legal obligation for all individual transactions covered by the agreement to the nondefaulting entity upon an event of default of the counterparty, including bankruptcy, insolvency, or similar proceeding, and (2) provide the nondefaulting entity the right to accelerate, terminate, and close-out on a net basis all transactions under the agreement and to liquidate or set off collateral promptly upon an event of default of the counterparty.
To further mitigate the risk of counterparty default related to derivative instruments, we maintain collateral agreements with certain counterparties. The agreements require both parties to maintain collateral in the event the fair values of the derivative financial instruments meet established thresholds. In the event that either party defaults on the obligation, the secured party may seize the collateral. Generally, our collateral arrangements are bilateral such that we and the counterparty post collateral for the value of our total obligation to each other.obligation. Contractual terms provide for standard and customary exchange of collateral based on changes in the market value of the outstanding derivatives. The securingA party posts additional collateral when their obligation rises or removes collateral when it falls, such that the net replacement cost of the nondefaulting party is covered in the event of counterparty default.
In certain instances as it relates to our derivative instruments, we have the option to report derivative assets and liabilities as well as assets and liabilities associated with cash collateral received or delivered that is governed by a master netting agreement on a net basis as long as certain qualifying criteria are met. Similarly, for our repurchase/reverse repurchase transactions, we have the option to report recognized assets and liabilities subject to a master netting agreement on a net basis if certain qualifying criteria are met. At JuneSeptember 30, 2017, these instruments are reported as gross assets and gross liabilities on the Condensed Consolidated Balance Sheet.

5051

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



The composition of offsetting derivative instruments, financial assets, and financial liabilities was as follows.
 Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet       Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet      
 Gross amounts not offset in the Condensed Consolidated Balance Sheet   Gross amounts not offset in the Condensed Consolidated Balance Sheet  
June 30, 2017 ($ in millions)
 Financial instruments Collateral (a) (b) (c) Net amount
September 30, 2017 ($ in millions)
 Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet Financial instruments Collateral (a) (b) (c) Net amount
Assets                  
Derivative assets in net asset positions $39
 $
 $39
 $
 $
 $39
 $
 $(4) $32
Derivative assets in net liability positions 1
 
 1
 (1) 
 
 
 
 
 
 
 
Derivative assets with no offsetting arrangements

 1
 
 1
 
 
 1
 1
 
 1
 
 
 1
Total assets (d) $41

$

$41

$(1)
$

$40
 $37

$

$37

$

$(4)
$33
Liabilities                        
Derivative liabilities in net liability positions $(43) $
 $(43) $
 $4
 $(39) $(30) $
 $(30) $
 $
 $(30)
Derivative liabilities in net asset positions 
 
 
 
 
 
 
 
 
 
 
 
Total derivative liabilities (d) (43) 
 (43) 
 4
 (39) (30) 
 (30) 
 
 (30)
Securities sold under agreements to repurchase (e) (1,322) 
 (1,322) 
 1,322
 
 (1,171) 
 (1,171) 
 1,171
 
Total liabilities $(1,365) $
 $(1,365) $
 $1,326
 $(39) $(1,201) $
 $(1,201) $
 $1,171
 $(30)
(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. $3$2 million of noncash derivative collateral pledged to us was excluded at JuneSeptember 30, 2017. We do not record such collateral received on our Condensed Consolidated Balance Sheet unless certain conditions are met.
(c)Certain agreements grant us the right to sell or pledge the noncash assets we receive as collateral. Noncash collateral pledged to us where the agreement grants us the right to sell or pledge the underlying assets had a fair value of $3$2 million at JuneSeptember 30, 2017. We have not sold or pledged any of the noncash collateral received under these agreements as of JuneSeptember 30, 2017.
(d)
For additional information on derivative instruments and hedging activities, refer to Note 19.
(e)
For additional information on securities sold under agreements to repurchase, refer to Note 14.

5152

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



 Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet       Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet      
 Gross amounts not offset in the Condensed Consolidated Balance Sheet   Gross amounts not offset in the Condensed Consolidated Balance Sheet  
December 31, 2016 ($ in millions)
 Financial instruments Collateral (a) (b) (c) Net amount
December 31, 2016 ($ in millions)
 Gross amounts of recognized assets/(liabilities) Gross amounts offset in the Condensed Consolidated Balance Sheet Net amounts of assets/(liabilities) presented in the Condensed Consolidated Balance Sheet Financial instruments Collateral (a) (b) (c) Net amount
Assets                  
Derivative assets in net asset positions $87
 $
 $87
 $(4) $(9) $74
 $(4) $(9) $74
Derivative assets in net liability positions 8
 
 8
 (8) 
 
 8
 
 8
 (8) 
 
Total assets (d) $95
 $
 $95
 $(12) $(9) $74
 $95
 $
 $95
 $(12) $(9) $74
Liabilities                        
Derivative liabilities in net liability positions $(91) $
 $(91) $8
 $13
 $(70) $(91) $
 $(91) $8
 $13
 $(70)
Derivative liabilities in net asset positions (4) 
 (4) 4
 
 
 (4) 
 (4) 4
 
 
Total derivative liabilities (d) (95) 
 (95) 12
 13
 (70) (95) 
 (95) 12
 13
 (70)
Securities sold under agreements to repurchase (e) (676) 
 (676) 
 676
 
 (676) 
 (676) 
 676
 
Total liabilities $(771) $
 $(771) $12
 $689
 $(70) $(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 Condensed Consolidated Balance Sheet unless certain conditions are met.
(c)Certain agreements grant us the right to sell or pledge the noncash assets we receive as collateral. Noncash collateral pledged to us where the agreement grants us the right to sell or pledge the underlying assets had a fair value of $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 19.
(e)
For additional information on securities sold under agreements to repurchase, refer to Note 14.
23.    Segment Information
Operating segments are defined as components of an enterprise that engage in business activity from which revenues are earned and expenses incurred for which discrete financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance.
We report our results of operations on a line-of-business basis through four operating segments: Automotive Finance operations, Insurance operations, Mortgage Finance operations, and Corporate Finance operations, with the remaining activity reported in Corporate and Other. The operating segments are determined based on the products and services offered, and reflect the manner in which financial information is currently evaluated by management. The following is a description of each of our reportable operating segments.
Automotive Finance operations Provides U.S.-basedOne of the largest full service automotive finance operations in the U.S. providing automotive financing services to consumers and automotive dealers, and automotive and equipment financing services to companies and municipalities. Our automotive finance services include providing retail installment sales contracts, loans and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, warehouse lines to companies, fleet financing, providing financing to companies and municipalities for the purchase or lease of vehicles and equipment, and vehicle remarketing services.
Insurance operations — OffersA complementary automotive-focused business offering both consumer finance protection and insurance products sold primarily through the automotive dealer channel, and commercial insurance products sold directly to dealers. As part of our focus on offering dealers a broad range of consumer financial and insurance products, we provide vehicle service contracts, vehicle maintenance contracts, and guaranteed asset protection products. We also underwrite select commercial insurance coverages, which primarily insure dealers' wholesale vehicle inventory.
Mortgage Finance operations — Primarily consists of the management of a held-for-investment consumer mortgage finance loan portfolio, which includes bulk purchases of high-quality jumbo and low-to-moderate income (LMI) mortgage loans originated by third parties. In late 2016, we introduced our directdirect-to-consumer mortgage offering, named Ally Home, consisting of a variety of jumbo and conforming fixed- and adjustable-rate mortgage products through a third-party fulfillment partner. Under our current arrangement, conforming mortgages are originated as held-for-sale and sold, while jumbo mortgages are originated as held-for-investment. Servicing is performed by a third party and no mortgage servicing rights are created.

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



Corporate Finance operations — Primarily provides senior secured leveraged cash flow and asset-based loans to mostly U.S.-based middle market companies. Our primary focus is on businesses owned by private equity sponsors with loans typically used for leveraged buyouts, mergers and acquisitions, debt refinancing, restructurings, and working capital. In 2017, we introduced a commercial real estate product to serve companies in the healthcare industry.
Corporate and Other primarily consists of activity related to centralized corporate treasury activities such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with debt issuances, and the residual impacts of our corporate funds-transfer pricing (FTP) and treasury asset liability management (ALM) activities. Corporate and Other also includes certain equity investments, which primarily consist of FHLB and FRB stock, the management of our legacy mortgage portfolio, which primarily consists of loans originated prior to January 1, 2009, and reclassifications and eliminations between the reportable operating segments. Additionally, financial results related to Ally Invest are currently included within Corporate and Other.
We utilize an FTP methodology for the majority of our business operations. The FTP methodology assigns charge rates and credit rates to classes of assets and liabilities based on expected duration and the benchmark rate curve plus an assumed credit spread. Matching duration allocates interest income and interest expense to these reportable segments so their respective results are insulated from interest rate risk. This methodology is consistent with our ALM practices, which includes managing interest rate risk centrally at a corporate level. The net residual impact of the FTP methodology is included within the results of Corporate and Other.
The information presented in our reportable operating segments is based in part on internal allocations, which involve management judgment.
Financial information for our reportable operating segments is summarized as follows.
Three months ended June 30, ($ in millions)
 Automotive Finance operations Insurance operations Mortgage Finance operations Corporate Finance operations Corporate and Other Consolidated (a)
Three months ended September 30, ($ 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 $932
 $14
 $32
 $48
 $41
 $1,067
 $950
 $15
 $32
 $39
 $45
 $1,081
Other revenue 107
 245
 1
 10
 25
 388
 82
 272
 2
 5
 20
 381
Total net revenue 1,039
 259
 33
 58
 66
 1,455
 1,032
 287
 34
 44
 65
 1,462
Provision for loan losses 266
 
 1
 6
 (4) 269
 312
 
 4
 3
 (5) 314
Total noninterest expense 426
 280
 25
 17
 62
 810
 420
 218
 28
 19
 68
 753
Income (loss) from continuing operations before income tax expense $347
 $(21) $7
 $35
 $8
 $376
Income from continuing operations before income tax expense $300
 $69
 $2
 $22
 $2
 $395
Total assets $115,447
 $7,308
 $8,902
 $3,552
 $29,136
 $164,345
 $112,141
 $7,432
 $9,804
 $3,699
 $30,937
 $164,013
2016           
           
Net financing revenue and other interest income (loss) $929
 $16
 $26
 $29
 $(16) $984
 $933
 $14
 $25
 $30
 $(6) $996
Other revenue 77
 259
 
 4
 34
 374
 74
 264
 
 4
 46
 388
Total net revenue 1,006
 275
 26
 33
 18
 1,358
 1,007
 278
 25
 34
 40
 1,384
Provision for loan losses 170
 
 
 3
 (1) 172
 270
 
 1
 3
 (16) 258
Total noninterest expense 410
 293
 17
 16
 37
 773
 418
 222
 16
 16
 63
 735
Income (loss) from continuing operations before income tax expense $426
 $(18) $9
 $14
 $(18) $413
 $319
 $56
 $8
 $15
 $(7) $391
Total assets $112,356
 $7,193
 $8,014
 $2,989
 $27,379
 $157,931
 $113,669
 $7,259
 $7,933
 $3,232
 $25,304
 $157,397
(a)
Net financing revenue and other interest income after the provision for loan losses totaled $798$767 million and $812$738 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively.

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



Six months ended June 30, ($ in millions)
 Automotive Finance operations Insurance operations Mortgage Finance operations Corporate Finance operations Corporate and Other Consolidated (a)
Nine months ended September 30, ($ 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 $1,824
 $29
 $66
 $82
 $45
 $2,046
 $2,774
 $44
 $98
 $121
 $90
 $3,127
Other revenue 208
 509
 1
 28
 38
 784
 290
 781
 3
 33
 58
 1,165
Total net revenue 2,032
 538
 67
 110
 83
 2,830
 3,064
 825
 101
 154
 148
 4,292
Provision for loan losses 534
 
 2
 12
 (8) 540
 846
 
 6
 15
 (13) 854
Total noninterest expense 863
 519
 49
 38
 119
 1,588
 1,283
 737
 77
 57
 187
 2,341
Income (loss) from continuing operations before income tax expense $635
 $19
 $16
 $60
 $(28) $702
 $935
 $88
 $18
 $82
 $(26) $1,097
Total assets $115,447
 $7,308
 $8,902
 $3,552
 $29,136
 $164,345
 $112,141
 $7,432
 $9,804
 $3,699
 $30,937
 $164,013
2016                        
Net financing revenue and other interest income (loss) $1,825
 $30
 $46
 $57
 $(23) $1,935
 $2,758
 $44
 $71
 $87
 $(29) $2,931
Other revenue 154
 513
 
 10
 73
 750
 228
 777
 
 14
 119
 1,138
Total net revenue 1,979
 543
 46
 67
 50
 2,685
 2,986
 821
 71
 101
 90
 4,069
Provision for loan losses 379
 
 3
 9
 1
 392
 649
 
 4
 12
 (15) 650
Total noninterest expense 837
 511
 32
 33
 70
 1,483
 1,255
 733
 48
 49
 133
 2,218
Income (loss) from continuing operations before income tax expense $763
 $32
 $11
 $25
 $(21) $810
 $1,082
 $88
 $19
 $40
 $(28) $1,201
Total assets $112,356
 $7,193
 $8,014
 $2,989
 $27,379
 $157,931
 $113,669
 $7,259
 $7,933
 $3,232
 $25,304
 $157,397
(a)
Net financing revenue and other interest income after the provision for loan losses totaled $1,506$2,273 million and $1,543$2,281 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.
24.    Parent and Guarantor Condensed Consolidating Financial Statements
Certain of our senior notes issued by the parent are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of JuneSeptember 30, 2017, the Guarantors include Ally US LLC and IB Finance Holding Company, LLC (IB Finance), each of which fully and unconditionally guarantee the senior notes on a joint and several basis.
The following financial statements present condensed consolidating financial data for (i) Ally Financial Inc. (on a parent company-only basis); (ii) the Guarantors; (iii) the nonguarantor subsidiaries (all other subsidiaries); and (iv) an elimination column for adjustments to arrive at (v) the information for the parent company, the Guarantors, and nonguarantors on a consolidated basis.
Investments in subsidiaries are accounted for by the parent company and the Guarantors using the equity-method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company’s and Guarantors’ investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investments in subsidiaries, and intercompany balances and transactions between the parent, the Guarantors, and nonguarantors.

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



Condensed Consolidating Statements of Comprehensive Income
Three months ended June 30, 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 $(35) $
 $1,482
 $
 $1,447
Interest and fees on finance receivables and loans — intercompany 3
 
 2
 (5) 
Interest and dividends on investment securities and other earning assets 
 
 146
 
 146
Interest on cash and cash equivalents 2
 
 5
 
 7
Interest-bearing cash — intercompany 
 
 2
 (2) 
Operating leases 3
 
 485
 
 488
Total financing (loss) revenue and other interest income (27) 
 2,122
 (7) 2,088
Interest expense          
Interest on deposits 1
 
 249
 
 250
Interest on short-term borrowings 19
 
 14
 
 33
Interest on long-term debt 274
 
 143
 
 417
Interest on intercompany debt 4
 
 3
 (7) 
Total interest expense 298
 
 409
 (7) 700
Net depreciation expense on operating lease assets 3
 
 318
 
 321
Net financing revenue (328) 
 1,395
 
 1,067
Cash dividends from subsidiaries          
Nonbank subsidiaries 387
 
 
 (387) 
Other revenue          
Insurance premiums and service revenue earned 
 
 227
 
 227
Gain on mortgage and automotive loans, net 32
 
 4
 
 36
Loss on extinguishment of debt 
 
 (1) 
 (1)
Other gain on investments, net 
 
 23
 
 23
Other income, net of losses 163
 
 211
 (271) 103
Total other revenue 195
 
 464
 (271) 388
Total net revenue 254
 
 1,859
 (658) 1,455
Provision for loan losses 82
 
 187
 
 269
Noninterest expense          
Compensation and benefits expense 19
 
 246
 
 265
Insurance losses and loss adjustment expenses 
 
 125
 
 125
Other operating expenses 213
 
 478
 (271) 420
Total noninterest expense 232
 
 849
 (271) 810
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries (60) 
 823
 (387) 376
Income tax (benefit) expense from continuing operations (93) 
 215
 
 122
Net income from continuing operations 33
 
 608
 (387) 254
Loss from discontinued operations, net of tax 
 
 (2) 
 (2)
Undistributed income (loss) of subsidiaries          
Bank subsidiary 375
 375
 
 (750) 
Nonbank subsidiaries (156) 
 
 156
 
Net income 252
 375
 606
 (981) 252
Other comprehensive income, net of tax 76
 50
 72
 (122) 76
Comprehensive income $328
 $425
 $678
 $(1,103) $328

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



Three months ended June 30, 2016 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Financing (loss) revenue and other interest income          
Three months ended September 30, 2017 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Financing revenue and other interest income          
Interest and fees on finance receivables and loans $(28) $
 $1,293
 $
 $1,265
 $13
 $
 $1,473
 $
 $1,486
Interest and fees on finance receivables and loans — intercompany 3
 
 2
 (5) 
 2
 
 1
 (3) 
Interest and dividends on investment securities and other earning assets 
 
 99
 
 99
 
 
 157
 
 157
Interest on cash and cash equivalents 1
 
 3
 
 4
 2
 
 9
 
 11
Interest-bearing cash — intercompany 
 
 2
 (2) 
 1
 
 2
 (3) 
Operating leases 5
 
 696
 
 701
 3
 
 431
 
 434
Total financing (loss) revenue and other interest income (19) 
 2,095
 (7) 2,069
Total financing revenue and other interest income 21
 
 2,073
 (6) 2,088
Interest expense         
          
Interest on deposits 2
 
 201
 
 203
 
 
 286
 (1) 285
Interest on short-term borrowings 10
 
 2
 
 12
 16
 
 18
 
 34
Interest on long-term debt 290
 
 146
 
 436
 278
 
 138
 
 416
Interest on intercompany debt 4
 
 3
 (7) 
 3
 
 2
 (5) 
Total interest expense 306
 
 352
 (7) 651
 297
 
 444
 (6) 735
Net depreciation expense on operating lease assets 3
 
 431
 
 434
 3
 
 269
 
 272
Net financing revenue (328) 
 1,312
 
 984
 (279) 
 1,360
 
 1,081
Cash dividends from subsidiaries         
          
Bank subsidiary 2,900
 2,900
 
 (5,800) 
Nonbank subsidiaries 148
 
 
 (148) 
 101
 
 
 (101) 
Other revenue         
          
Insurance premiums and service revenue earned 
 
 236
 
 236
 
 
 252
 
 252
(Loss) gain on mortgage and automotive loans, net (2) 
 5
 
 3
Gain on mortgage and automotive loans, net 9
 
 6
 
 15
Loss on extinguishment of debt (1) 
 (3) 
 (4)
Other gain on investments, net 
 
 39
 
 39
 
 
 23
 
 23
Other income, net of losses 317
 
 214
 (435) 96
 138
 
 199
 (242) 95
Total other revenue 315
 
 494
 (435) 374
 146
 
 477
 (242) 381
Total net revenue 135
 
 1,806
 (583) 1,358
 2,868
 2,900
 1,837
 (6,143) 1,462
Provision for loan losses 88
 
 84
 
 172
 161
 
 153
 
 314
Noninterest expense         
          
Compensation and benefits expense 139
 
 103
 
 242
 17
 
 247
 
 264
Insurance losses and loss adjustment expenses 
 
 145
 
 145
 
 
 65
 
 65
Other operating expenses 317
 
 502
 (433) 386
 208
 
 459
 (243) 424
Total noninterest expense 456
 
 750
 (433) 773
 225
 
 771
 (243) 753
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries (409) 
 972
 (150) 413
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries 2,482
 2,900
 913
 (5,900) 395
Income tax (benefit) expense from continuing operations (65) (82) 203
 
 56
 (135) 
 250
 
 115
Net (loss) income from continuing operations (344) 82
 769
 (150) 357
Income from discontinued operations, net of tax 3
 
 
 
 3
Undistributed income (loss) of subsidiaries         
Net income from continuing operations 2,617
 2,900
 663
 (5,900) 280
Income (loss) from discontinued operations, net of tax 4
 
 (2) 
 2
Undistributed (loss) income of subsidiaries          
Bank subsidiary 336
 336
 
 (672) 
 (2,524) (2,524) 
 5,048
 
Nonbank subsidiaries 365
 (2) 
 (363) 
 185
 
 
 (185) 
Net income 360
 416
 769
 (1,185) 360
 282
 376
 661
 (1,037) 282
Other comprehensive income, net of tax 120
 62
 91
 (153) 120
 48
 36
 51
 (87) 48
Comprehensive income $480
 $478
 $860
 $(1,338) $480
 $330
 $412
 $712
 $(1,124) $330

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



Six months ended June 30, 2017 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Three months ended September 30, 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 $(70) $
 $2,885
 $
 $2,815
 $(15) $
 $1,322
 $
 $1,307
Interest and fees on finance receivables and loans — intercompany 7
 
 4
 (11) 
 2
 
 2
 (4) 
Interest and dividends on investment securities and other earning assets 
 
 281
 (1) 280
 
 
 102
 (1) 101
Interest on cash and cash equivalents 4
 
 8
 
 12
 1
 
 2
 
 3
Interest-bearing cash — intercompany 
 
 3
 (3) 
 
 
 2
 (2) 
Operating leases 6
 
 1,025
 
 1,031
 4
 
 645
 
 649
Total financing (loss) revenue and other interest income (53) 
 4,206
 (15) 4,138
 (8) 
 2,075
 (7) 2,060
Interest expense         
         
Interest on deposits 2
 
 479
 
 481
 2
 
 210
 
 212
Interest on short-term borrowings 36
 
 24
 
 60
 10
 
 4
 
 14
Interest on long-term debt 556
 
 285
 
 841
 289
 
 141
 
 430
Interest on intercompany debt 8
 
 7
 (15) 
 5
 
 2
 (7) 
Total interest expense 602
 
 795
 (15) 1,382
 306
 
 357
 (7) 656
Net depreciation expense on operating lease assets 5
 
 705
 
 710
 3
 
 405
 
 408
Net financing revenue (660) 
 2,706
 
 2,046
 (317) 
 1,313
 
 996
Cash dividends from subsidiaries         
         
Nonbank subsidiaries 427
 
 
 (427) 
 170
 
 
 (170) 
Other revenue         
         
Insurance premiums and service revenue earned 
 
 468
 
 468
 
 
 238
 
 238
Gain on mortgage and automotive loans, net 30
 
 20
 
 50
Loss on extinguishment of debt 
 
 (2) 
 (2)
(Loss) gain on mortgage and automotive loans, net (7) 
 7
 
 
Other gain on investments, net 
 
 50
 
 50
 
 
 52
 
 52
Other income, net of losses 431
 
 435
 (648) 218
 298
 
 231
 (431) 98
Total other revenue 461
 
 971
 (648) 784
 291
 
 528
 (431) 388
Total net revenue 228
 
 3,677
 (1,075) 2,830
 144
 
 1,841
 (601) 1,384
Provision for loan losses 189
 
 351
 
 540
 147
 
 111
 
 258
Noninterest expense         
         
Compensation and benefits expense 140
 
 410
 
 550
 143
 
 105
 
 248
Insurance losses and loss adjustment expenses 
 
 213
 
 213
 
 
 69
 
 69
Other operating expenses 501
 
 972
 (648) 825
 307
 
 541
 (430) 418
Total noninterest expense 641
 
 1,595
 (648) 1,588
 450
 
 715
 (430) 735
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries (602)


1,731

(427) 702
 (453) 
 1,015
 (171) 391
Income tax (benefit) expense from continuing operations (227) 
 462
 
 235
 (88) 
 218
 
 130
Net (loss) income from continuing operations (375) 
 1,269
 (427) 467
 (365) 
 797
 (171) 261
Income (loss) from discontinued operations, net of tax 2
 
 (3) 
 (1)
Loss from discontinued operations, net of tax (47) 
 (5) 
 (52)
Undistributed income of subsidiaries         
         
Bank subsidiary 764
 764
 
 (1,528) 
 325
 325
 
 (650) 
Nonbank subsidiaries 75
 
 
 (75) 
 296
 
 
 (296) 
Net income 466
 764
 1,266
 (2,030) 466
 209
 325
 792
 (1,117) 209
Other comprehensive income, net of tax 96
 55
 91
 (146) 96
Other comprehensive loss, net of tax (4) (3) (9) 12
 (4)
Comprehensive income $562
 $819
 $1,357
 $(2,176) $562
 $205
 $322
 $783
 $(1,105) $205

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



Six months ended June 30, 2016 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Nine months ended September 30, 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 $(66) $
 $2,566
 $
 $2,500
 $(57) $
 $4,358
 $
 $4,301
Interest and fees on finance receivables and loans — intercompany 6
 
 4
 (10) 
 10
 
 5
 (15) 
Interest and dividends on investment securities and other earning assets 
 
 201
 
 201
 
 
 439
 (2) 437
Interest on cash and cash equivalents 2
 
 5
 
 7
 6
 
 17
 
 23
Interest-bearing cash — intercompany 
 
 5
 (5) 
 1
 
 5
 (6) 
Operating leases 10
 
 1,460
 
 1,470
 9
 
 1,456
 
 1,465
Total financing (loss) revenue and other interest income (48) 
 4,241
 (15) 4,178
 (31) 
 6,280
 (23) 6,226
Interest expense                   
Interest on deposits 4
 
 392
 
 396
 2
 
 765
 (1) 766
Interest on short-term borrowings 20
 
 5
 
 25
 52
 
 42
 
 94
Interest on long-term debt 578
 
 300
 
 878
 834
 
 423
 
 1,257
Interest on intercompany debt 9
 
 6
 (15) 
 12
 
 10
 (22) 
Total interest expense 611
 
 703
 (15) 1,299
 900
 
 1,240
 (23) 2,117
Net depreciation expense on operating lease assets 7
 
 937
 
 944
 8
 
 974
 
 982
Net financing revenue (666) 
 2,601
 
 1,935
 (939) 
 4,066
 
 3,127
Cash dividends from subsidiaries                   
Bank subsidiary 2,900
 2,900
 
 (5,800) 
Nonbank subsidiaries 629
 
 
 (629) 
 528
 
 
 (528) 
Other revenue                   
Insurance premiums and service revenue earned 
 
 466
 
 466
 
 
 720
 
 720
(Loss) gain on mortgage and automotive loans, net (5) 
 9
 
 4
Gain on mortgage and automotive loans, net 39
 
 26
 
 65
Loss on extinguishment of debt (2) 
 (2) 
 (4) (1) 
 (5) 
 (6)
Other gain on investments, net 
 
 93
 
 93
 
 
 73
 
 73
Other income, net of losses 690
 
 430
 (929) 191
 569
 
 635
 (891) 313
Total other revenue 683
 
 996
 (929) 750
 607
 
 1,449
 (891) 1,165
Total net revenue 646
 
 3,597
 (1,558) 2,685
 3,096
 2,900
 5,515
 (7,219) 4,292
Provision for loan losses 148
 
 244
 
 392
 350
 
 504
 
 854
Noninterest expense                   
Compensation and benefits expense 286
 
 208
 
 494
 157
 
 657
 
 814
Insurance losses and loss adjustment expenses 
 
 218
 
 218
 
 
 278
 
 278
Other operating expenses 656
 
 1,044
 (929) 771
 709
 
 1,431
 (891) 1,249
Total noninterest expense 942
 
 1,470
 (929) 1,483
 866
 
 2,366
 (891) 2,341
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries (444) 
 1,883
 (629) 810
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries 1,880

2,900

2,645

(6,328) 1,097
Income tax (benefit) expense from continuing operations (108) (82) 396
 
 206
 (362) 
 712
 
 350
Net (loss) income from continuing operations (336) 82
 1,487
 (629) 604
Net income from continuing operations 2,242
 2,900
 1,933
 (6,328) 747
Income (loss) from discontinued operations, net of tax 9
 
 (3) 
 6
 6
 
 (5) 
 1
Undistributed income (loss) of subsidiaries          
Undistributed (loss) income of subsidiaries         
Bank subsidiary 607
 607
 
 (1,214) 
 (1,760) (1,760) 
 3,520
 
Nonbank subsidiaries 330
 (2) 
 (328) 
 260
 
 
 (260) 
Net income 610
 687
 1,484
 (2,171) 610
 748
 1,140
 1,928
 (3,068) 748
Other comprehensive income, net of tax 266
 145
 243
 (388) 266
 144
 91
 140
 (231) 144
Comprehensive income $876
 $832
 $1,727
 $(2,559) $876
 $892
 $1,231
 $2,068
 $(3,299) $892

58

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



Nine months ended September 30, 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 $(82) $
 $3,889
 $
 $3,807
Interest and fees on finance receivables and loans — intercompany 8
 
 6
 (14) 
Interest and dividends on investment securities and other earning assets 
 
 303
 (1) 302
Interest on cash and cash equivalents 4
 
 6
 
 10
Interest-bearing cash — intercompany 
 
 7
 (7) 
Operating leases 14
 
 2,105
 
 2,119
Total financing (loss) revenue and other interest income (56) 
 6,316
 (22) 6,238
Interest expense          
Interest on deposits 6
 
 602
 
 608
Interest on short-term borrowings 31
 
 8
 
 39
Interest on long-term debt 868
 
 440
 
 1,308
Interest on intercompany debt 14
 
 8
 (22) 
Total interest expense 919
 
 1,058
 (22) 1,955
Net depreciation expense on operating lease assets 11
 
 1,341
 
 1,352
Net financing revenue (986) 
 3,917
 
 2,931
Cash dividends from subsidiaries          
Nonbank subsidiaries 800
 
 
 (800) 
Other revenue          
Insurance premiums and service revenue earned 
 
 704
 
 704
(Loss) gain on mortgage and automotive loans, net (11) 
 15
 
 4
Loss on extinguishment of debt (2) 
 (2) 
 (4)
Other gain on investments, net 
 
 145
 
 145
Other income, net of losses 989
 
 661
 (1,361) 289
Total other revenue 976
 
 1,523
 (1,361) 1,138
Total net revenue 790
 
 5,440
 (2,161) 4,069
Provision for loan losses 295
 
 355
 
 650
Noninterest expense          
Compensation and benefits expense 430
 
 312
 
 742
Insurance losses and loss adjustment expenses 
 
 287
 
 287
Other operating expenses 963
 
 1,586
 (1,360) 1,189
Total noninterest expense 1,393
 
 2,185
 (1,360) 2,218
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries (898) 
 2,900
 (801) 1,201
Income tax (benefit) expense from continuing operations (196) (82) 614
 
 336
Net (loss) income from continuing operations (702) 82
 2,286
 (801) 865
Loss from discontinued operations, net of tax (39) 
 (7) 
 (46)
Undistributed income (loss) of subsidiaries          
Bank subsidiary 932
 932
 
 (1,864) 
Nonbank subsidiaries 628
 (2) 
 (626) 
Net income 819
 1,012
 2,279
 (3,291) 819
Other comprehensive income, net of tax 262
 143
 234
 (377) 262
Comprehensive income $1,081
 $1,155
 $2,513
 $(3,668) $1,081

59

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



Condensed Consolidating Balance Sheet
June 30, 2017 ($ in millions)
 Parent (a) Guarantors Nonguarantors (a) Consolidating adjustments Ally consolidated
September 30, 2017 ($ in millions)
 Parent (a) Guarantors Nonguarantors (a) Consolidating adjustments Ally consolidated
Assets                    
Cash and cash equivalents                    
Noninterest-bearing $591
 $
 $923
 $
 $1,514
 $74
 $
 $736
 $
 $810
Interest-bearing 850
 
 2,013
 
 2,863
 5
 
 3,609
 
 3,614
Interest-bearing — intercompany 
 
 557
 (557) 
 1,495
 
 558
 (2,053) 
Total cash and cash equivalents 1,441



3,493

(557)
4,377
 1,574



4,903

(2,053)
4,424
Available-for-sale securities 6
 
 21,764
 (6) 21,764
 
 
 23,099
 
 23,099
Held-to-maturity securities 
 
 1,284
 (95) 1,189
 
 
 1,923
 (84) 1,839
Loans held-for-sale, net 
 
 17
 
 17
 
 
 18
 
 18
Finance receivables and loans, net                    
Finance receivables and loans, net 5,733
 
 114,795
 
 120,528
 7,694
 
 111,177
 
 118,871
Intercompany loans to                    
Bank subsidiary 250
 
 
 (250) 
Nonbank subsidiaries 833
 
 380
 (1,213) 
 788
 
 394
 (1,182) 
Allowance for loan losses (144) 
 (1,081) 
 (1,225) (197) 
 (1,089) 
 (1,286)
Total finance receivables and loans, net 6,672
 
 114,094
 (1,463) 119,303
 8,285
 
 110,482
 (1,182) 117,585
Investment in operating leases, net 29
 
 9,688
 
 9,717
 23
 
 8,908
 
 8,931
Intercompany receivables from                    
Bank subsidiary 85
 
 
 (85) 
 59
 
 
 (59) 
Nonbank subsidiaries 50
 
 145
 (195) 
 76
 
 91
 (167) 
Investment in subsidiaries                    
Bank subsidiary 18,869
 18,869
 
 (37,738) 
 16,383
 16,383
 
 (32,766) 
Nonbank subsidiaries 10,023
 
 
 (10,023) 
 9,045
 
 
 (9,045) 
Premiums receivable and other insurance assets 
 
 2,055
 (30) 2,025
 
 
 2,085
 (31) 2,054
Other assets 3,482
 
 4,684
 (2,213) 5,953
 3,174
 
 4,910
 (2,021) 6,063
Total assets $40,657

$18,869

$157,224

$(52,405)
$164,345
 $38,619

$16,383

$156,419

$(47,408)
$164,013
Liabilities                    
Deposit liabilities                    
Noninterest-bearing $
 $
 $107
 $
 $107
 $
 $
 $129
 $
 $129
Interest-bearing 45
 
 86,031
 
 86,076
 14
 
 89,973
 
 89,987
Interest-bearing — intercompany 
 
 1,495
 (1,495) 
Total deposit liabilities 45
 
 86,138
 
 86,183
 14
 
 91,597
 (1,495) 90,116
Short-term borrowings 4,706
 
 6,006
 
 10,712
 3,379
 
 6,796
 
 10,175
Long-term debt 20,755
 
 28,390
 
 49,145
 19,969
 
 25,153
 
 45,122
Intercompany debt to                    
Bank subsidiary 95
 
 
 (95) 
 84
 
 
 (84) 
Nonbank subsidiaries 937
 
 1,089
 (2,026) 
 952
 
 788
 (1,740) 
Intercompany payables to                    
Bank subsidiary 1
 
 
 (1) 
Nonbank subsidiaries 199
 
 110
 (309) 
 149
 
 108
 (257) 
Interest payable 192
 
 207
 
 399
 278
 
 274
 
 552
Unearned insurance premiums and service revenue 
 
 2,541
 
 2,541
 
 
 2,583
 
 2,583
Accrued expenses and other liabilities 254
 
 3,852
 (2,214) 1,892
 221
 
 3,692
 (2,021) 1,892
Total liabilities 27,184
 
 128,333
 (4,645) 150,872
 25,046
 
 130,991
 (5,597) 150,440
Total equity 13,473
 18,869
 28,891
 (47,760) 13,473
 13,573
 16,383
 25,428
 (41,811) 13,573
Total liabilities and equity $40,657
 $18,869
 $157,224
 $(52,405) $164,345
 $38,619
 $16,383
 $156,419
 $(47,408) $164,013
(a)Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.

5960

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



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.

6061

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



Condensed Consolidating Statement of Cash Flows
Six months ended June 30, 2017 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Nine months ended September 30, 2017 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Operating activities                    
Net cash provided by operating activities $561
 $
 $1,856
 $(347) $2,070
 $3,701
 $2,900
 $3,019
 $(6,247) $3,373
Investing activities         

         

Purchases of available-for-sale securities 
 
 (5,853) 
 (5,853) 
 
 (9,022) 
 (9,022)
Proceeds from sales of available-for-sale securities 
 
 2,162
 
 2,162
 
 
 2,926
 
 2,926
Proceeds from maturities and repayments of available-for-sale securities 
 
 1,230
 
 1,230
 
 
 2,002
 
 2,002
Purchases of held-to-maturity securities 
 
 (313) 
 (313) 
 
 (709) 
 (709)
Proceeds from maturities and repayments of held-to-maturity securities 
 
 17
 
 17
 
 
 32
 
 32
Net change in investment securities intercompany
 1
 
 269
 (270) 
 7
 
 281
 (288) 
Purchases of finance receivables and loans held-for-investment (35) 
 (1,782) 
 (1,817) (35) 
 (3,090) 
 (3,125)
Proceeds from sales of finance receivables and loans originated as held-for-investment 67
 
 1,213
 
 1,280
 96
 
 1,227
 
 1,323
Originations and repayments of finance receivables and loans held-for-investment and other, net 1,044
 
 (676) (1,956) (1,588) 259
 
 2,718
 (1,956) 1,021
Net change in loans — intercompany 1,864
 
 246
 (2,110) 
 2,159
 
 232
 (2,391) 
Purchases of operating lease assets 
 
 (1,965) 
 (1,965) 
 
 (2,844) 
 (2,844)
Disposals of operating lease assets 4
 
 3,039
 
 3,043
 7
 
 4,402
 
 4,409
Capital contributions to subsidiaries (824) 
 
 824
 
 (1,200) 
 
 1,200
 
Returns of contributed capital 838
 
 
 (838) 
 1,031
 
 
 (1,031) 
Net change in restricted cash (45) 
 524
 (5) 474
 (19) 
 521
 (5) 497
Net change in nonmarketable equity investments 
 
 107
 
 107
 
 
 (20) 
 (20)
Other, net (26) 
 24
 (91) (93) (25) 
 (43) (91) (159)
Net cash provided by (used in) investing activities 2,888
 
 (1,758) (4,446) (3,316) 2,280
 
 (1,387) (4,562) (3,669)
Financing activities                    
Net change in short-term borrowings — third party 1,083
 
 (3,045) 
 (1,962) (245) 
 (2,255) 
 (2,500)
Net (decrease) increase in deposits (123) 
 7,256
 
 7,133
 (153) 
 12,698
 (1,495) 11,050
Proceeds from issuance of long-term debt — third party 353
 
 7,016
 1,961
 9,330
 355
 
 10,986
 1,961
 13,302
Repayments of long-term debt — third party (3,323) 
 (11,043) 
 (14,366) (4,125) 
 (18,251) 
 (22,376)
Net change in debt — intercompany (370) 
 (1,864) 2,234
 
 (366) 
 (2,166) 2,532
 
Repurchase of common stock (373) 
 
 
 (373) (563) 
 
 
 (563)
Dividends paid — third party (75) 
 
 
 (75) (130) 
 
 
 (130)
Dividends paid and returns of contributed capital — intercompany 
 
 (1,266) 1,266
 
 
 (2,900) (4,459) 7,359
 
Capital contributions from parent 
 
 824
 (824) 
 
 
 1,200
 (1,200) 
Net cash used in financing activities (2,828) 
 (2,122) 4,637
 (313) (5,227) (2,900) (2,247) 9,157
 (1,217)
Effect of exchange-rate changes on cash and cash equivalents 
 
 2
 
 2
 
 
 3
 
 3
Net increase (decrease) in cash and cash equivalents 621
 
 (2,022) (156) (1,557) 754
 
 (612) (1,652) (1,510)
Cash and cash equivalents at beginning of year 820
 
 5,515
 (401) 5,934
 820
 
 5,515
 (401) 5,934
Cash and cash equivalents at June 30, $1,441
 $
 $3,493
 $(557) $4,377
Cash and cash equivalents at September 30, $1,574
 $
 $4,903
 $(2,053) $4,424

6162

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



Six months ended June 30, 2016 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Nine months ended September 30, 2016 ($ in millions)
 Parent Guarantors Nonguarantors Consolidating adjustments Ally consolidated
Operating activities                    
Net cash provided by operating activities $146
 $
 $2,919
 $(629) $2,436
 $709
 $
 $3,782
 $(902) $3,589
Investing activities         
         
Purchases of available-for-sale securities 
 
 (8,657) 
 (8,657) 
 
 (11,027) 
 (11,027)
Proceeds from sales of available-for-sale securities 
 
 6,584
 
 6,584
 
 
 8,546
 
 8,546
Proceeds from maturities and repayments of available-for-sale securities 
 
 1,536
 
 1,536
 
 
 2,411
 
 2,411
Purchases of held-to-maturity securities 
 
 (571) 
 (571) 
 
 (650) 
 (650)
Purchases of finance receivables and loans held-for-investment 
 
 (2,442) 
 (2,442) 
 
 (2,924) 
 (2,924)
Proceeds from sales of finance receivables and loans originated as held-for-investment 
 
 4,156
 
 4,156
 
 
 4,221
 
 4,221
Originations and repayments of finance receivables and loans held-for-investment and other (834) 
 (2,377) 
 (3,211)
Originations and repayments of finance receivables and loans held-for-investment and other, net 934
 
 (6,318) 
 (5,384)
Net change in loans — intercompany 61
 
 (2) (59) 
 1,788
 
 (41) (1,747) 
Purchases of operating lease assets 
 
 (1,472) 
 (1,472) 
 
 (2,360) 
 (2,360)
Disposals of operating lease assets 9
 
 3,038
 
 3,047
 16
 
 4,615
 
 4,631
Acquisitions of subsidiaries, net of cash acquired (288) 
 
 
 (288)
Acquisitions, net of cash acquired (309) 
 
 
 (309)
Capital contributions to subsidiaries (988) 
 
 988
 
 (3,112) 
 
 3,112
 
Returns of contributed capital 1,971
 8
 
 (1,979) 
 2,168
 8
 
 (2,176) 
Net change in restricted cash 1
 
 481
 
 482
 (136) 
 758
 

 622
Net change in nonmarketable equity investments 
 
 (354) 
 (354) 
 
 (401) 
 (401)
Other, net (82) 
 13
 
 (69) (156) 
 (103) 102
 (157)
Net cash (used in) provided by investing activities (150) 8
 (67) (1,050) (1,259)
Net cash provided by (used in) investing activities 1,193
 8
 (3,273) (709) (2,781)
Financing activities         
         
Net change in short-term borrowings — third party 123
 
 (2,235) 
 (2,112) 72
 
 (1,745) 
 (1,673)
Net (decrease) increase in deposits (29) 
 6,337
 
 6,308
 (36) 
 9,276
 
 9,240
Proceeds from issuance of long-term debt — third party 1,115
 
 7,905
 
 9,020
 1,084
 
 10,145
 
 11,229
Repayments of long-term debt — third party (596) 
 (13,709) 
 (14,305) (2,279) 
 (18,479) 
 (20,758)
Net change in debt — intercompany (8) 
 (62) 70
 
 (30) 
 (1,788) 1,818
 
Redemption of preferred stock (696) 
 
 
 (696) (696) 
 
 
 (696)
Repurchase of common stock (14) 
 
 
 (14) (173) 
 
 
 (173)
Dividends paid — third party (30) 
 
 
 (30) (70) 
 
 
 (70)
Dividends paid and returns of contributed capital — intercompany 
 (8) (2,600) 2,608
 
 
 (8) (2,968) 2,976
 
Capital contributions from parent 
 
 988
 (988) 
 
 
 3,112
 (3,112) 
Net cash used in financing activities (135) (8) (3,376) 1,690
 (1,829) (2,128) (8) (2,447) 1,682
 (2,901)
Effect of exchange-rate changes on cash and cash equivalents 
 
 3
 
 3
 
 
 2
 
 2
Net decrease in cash and cash equivalents (139) 
 (521) 11
 (649) (226) 
 (1,936) 71
 (2,091)
Cash and cash equivalents at beginning of year 1,635
 
 5,595
 (850) 6,380
 1,635
 
 5,595
 (850) 6,380
Cash and cash equivalents at June 30, $1,496
 $
 $5,074
 $(839) $5,731
Cash and cash equivalents at September 30, $1,409
 $
 $3,659
 $(779) $4,289
25.    Contingencies and Other Risks
Legal Matters
Ally and its subsidiaries, including Ally Bank, are or may be subject to potential liability in connection with pending or threatened legal proceedings and other matters. These legal matters may be formal or informal and include litigation and arbitration with one or more identified claimants, certified or purported class actions with yet-to-be-identified claimants, and regulatory or other governmental information-gathering requests, examinations, investigations, and enforcement proceedings. Our legal matters exist in varying stages of adjudication, arbitration, negotiation, or investigation and span our lines of business and operations. Claims may be based in law or equity—such as those arising under contracts or in tort and those involving banking, consumer-protection, securities, tax, employment, and other laws—and some can present novel legal theories and allege substantial or indeterminate damages.
We accrue for a legal matter when a loss becomes probable and the amount of loss can be reasonably estimated. Accruals are evaluated each quarter and may be adjusted, upward or downward, based on our best judgment after consultation with counsel. No assurance exists that our accruals will not need to be adjusted in the future. When a probable or reasonably possible loss on a legal matter could be material to our

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



consolidated financial condition, results of operations, or cash flows, we provide disclosure in this note as prescribed by ASC 450, Contingencies.
The course and outcome of legal matters are inherently unpredictable. This is especially so when a matter is still in its early stages, the damages sought are indeterminate or unsupported, significant facts are unclear or disputed, novel questions of law or other meaningful legal uncertainties exist, a request to certify a proceeding as a class action is outstanding or granted, multiple parties are named, or regulatory or other governmental entities are involved. As a result, we cannot state with confidenceoften are unable to determine how or when threatened or pending legal matters will be resolved and what losses may be incurred. Actual losses may be higher or lower than any amounts accrued or estimated for those matters, possibly to a significant degree.
On the basis of information currently available, advice of counsel, available insurance coverage, and established reserves, it is the opinion of management that, except as described in the next paragraph, the eventual outcome of our existing legal matters will not have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. It is possible, however, that an unfavorable resolution of legal matters may be material to our consolidated financial condition, results of operations, or cash flows in a particular period.
Descriptions of our material legal matters follow. In each case, the matter could have material adverse consequences for us, including substantial damages or settlements, injunctions, governmental fines or penalties, and reputational or operational risks. We do not believe, however, that an estimate of reasonably possible losses or a range of reasonably possible losses in excess of established reserves—losses—whether in excess of any related accrual or where no accrual exists—can be made for any of these matters.matters for some or all of the reasons identified in the preceding paragraph.
Securities Litigation
In October 2016, a purported class action—Bucks County Employees Retirement Fund v. Ally Financial Inc. et al.—was filed in the Circuit Court for Wayne County in the State of Michigan (Case No. 16-013616-CZ). This matter was removed to the U.S. District Court for the Eastern District of Michigan on November 18, 2016. The complaint alleges material misstatements and omissions in connection with Ally’s initial public offering in April 2014, including a failure to adequately disclose the severity of rising subprime automotive loan delinquency rates, deficient underwriting measures employed in the origination of subprime automotive loans, and aggressive tactics used with low-income borrowers. The request for relief includes an indeterminate amount of damages, fees, and costs and other remedies. In January 2017, another purported class action—National Shopmen Pension Fund v. Ally Financial Inc. et al.���was filed in the Circuit Court for Oakland County in the State of Michigan (Case No. 2017-156719-CB). This matter was removed to the U.S. District Court for the Eastern District of Michigan on January 30, 2017. In March 2017, a third purported class action—James McIntire v. Ally Financial Inc. et al.—was filed in the Circuit Court for Wayne County in the State of Michigan (Case No. 17-003811-CZ). This matter was removed to the U.S. District Court for the Eastern District of Michigan on March 15, 2017. The allegations and requested relief in the National Shopmen Pension Fund and James McIntire complaints are substantially similar to those included in the complaint filed by Bucks County Employees Retirement Fund. All three matters were remanded from the U.S. District Court for the Eastern District of Michigan to the state circuit courts on May 26, 2017. The parties2017, and have agreed to take steps to consolidate the three mattersbeen consolidated for discovery in Wayne County Circuit Court.Court as In re Ally Financial, Inc. Securities Litigation (Case No. 16-013616-CB). We intend to vigorously defend against each of these actions.
Automotive Subprime Matters
In October 2014, we received a document request from the SEC in connection with its investigation related to subprime automotive finance and related securitization activities. Separately, in December 2014, we received a subpoena from the DOJU.S. Department of Justice requesting similar information. In May 2015 and December 2016, we received information requests from the New York Department of Financial Services requesting similar information. We have cooperated with each of these agencies with respect to these matters.
Indirect Automotive Finance Matters
In December 2013, Ally Financial Inc. and Ally Bank entered into a Consent Order issued by the U.S. Consumer Financial Protection Bureau (CFPB) and a Consent Order jointly submitted with the DOJ and entered by the U.S. District Court for the Eastern District of Michigan (United States v. Ally Financial Inc. and Ally Bank, Civil Action No. 13-15180), in each case, pertaining to allegations of discrimination involving the automotive finance business. The Consent Orders required Ally to create a compliance plan addressing, at a minimum, the communication of Ally’s expectations of Equal Credit Opportunity Act (ECOA) compliance to our automotive dealer clients, maintenance of Ally’s existing limits on dealer finance income for contracts acquired by Ally, and monitoring for potential discrimination both at the dealer level and within our portfolio of contracts acquired across all of our automotive dealer clients. Ally formed a compliance committee consisting of certain Ally Financial Inc. and Ally Bank directors to oversee Ally’s execution of the Consent Orders’ terms. Ally was required to meet certain stipulations under the Consent Orders, including a requirement to make monetary payments when ongoing remediation targets were not attained.
The Consent Orders terminated by their terms on July 27, 2017. Since 2013, Ally recognized expenses of approximately $240 million for judgments, fines, and monetary remuneration payments to customers related to the Consent Orders. During the term of the Consent Orders, the CFPB and the DOJ were precluded from pursuing any potential violations of the ECOA against Ally Financial Inc. or Ally Bank for conduct undertaken pursuant to the Consent Orders during the period of the Consent Orders. If the CFPB or the DOJ were to assert that Ally Financial Inc. or Ally Bank is violating the ECOA in the future, further legal proceedings could occur.
Other Contingencies
Ally and its subsidiaries, including Ally Bank, are or may be subject to potential liability under various other contingent exposures, including indemnification, tax, self-insurance, and other miscellaneous contingencies. We accrue for a contingent exposure when a loss becomes probable and the amount of loss can be reasonably estimated. Accruals are evaluated each quarter and may be adjusted, upward or

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



downward, based on our best judgment. No assurance exists that our accruals will not need to be adjusted in the future, and actual losses may be higher or lower than any amounts accrued or estimated for those exposures, possibly to a significant degree. On the basis of information currently available, available insurance coverage, and established reserves, it is the opinion of managementwe do not believe that the eventual outcome of ourthese other contingent exposures will not have abe material adverse effect onto our consolidated financial condition, results of operations, or cash flows. Refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K for additional information related to our policy for establishing reserves for legal and regulatory matters.
26.    Subsequent Events
Declaration of Quarterly Dividend Payment
On July 18,October 10, 2017, the Ally Board of Directors declared a quarterly cash dividend payment of $0.12 per share on all common stock. The dividend is payable on AugustNovember 15, 2017, to shareholders of record at the close of business on AugustNovember 1, 2017.

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


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Selected Financial Data
The selected historical financial information set forth below should be read in conjunction with Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations, and our Condensed Consolidated Financial Statements and the notes thereto. The historical financial information presented may not be indicative of our future performance.
The following table presents selected Condensed Consolidated Statement of Comprehensive Income and market price data.


Three months ended June 30,
Six months ended June 30,
Three months ended September 30,
Nine months ended September 30,
($ in millions, except per share data; shares in thousands)

2017
2016
2017
2016
($ in millions, except per share data; shares in thousands)
2017
2016
2017
2016
Total financing revenue and other interest income
$2,088

$2,069

$4,138

$4,178

$2,088

$2,060

$6,226

$6,238
Total interest expense
700

651

1,382

1,299

735

656

2,117

1,955
Net depreciation expense on operating lease assets
321

434

710

944

272

408

982

1,352
Net financing revenue and other interest income
1,067

984

2,046

1,935

1,081

996

3,127

2,931
Total other revenue
388

374

784

750

381

388

1,165

1,138
Total net revenue
1,455

1,358

2,830

2,685

1,462

1,384

4,292

4,069
Provision for loan losses
269

172

540

392

314

258

854

650
Total noninterest expense
810

773

1,588

1,483

753

735

2,341

2,218
Income from continuing operations before income tax expense
376

413

702

810

395

391

1,097

1,201
Income tax expense from continuing operations
122

56

235

206

115

130

350

336
Net income from continuing operations
254

357

467

604

280

261

747

865
(Loss) income from discontinued operations, net of tax
(2)
3

(1)
6
Income (loss) from discontinued operations, net of tax
2

(52)
1

(46)
Net income
$252

$360

$466

$610

$282

$209

$748

$819
Basic earnings per common share (a):















Net income from continuing operations
$0.55

$0.70

$1.01

$1.18

$0.62

$0.54

$1.63

$1.73
Net income
0.55

0.71

1.01

1.20

0.63

0.43

1.63

1.63
Weighted-average common shares outstanding 457,891
 485,370
 461,904
 484,802
 449,169
 482,393
 457,612
 483,993
Diluted earnings per common share (a):                
Net income from continuing operations $0.55
 $0.70
 $1.01
 $1.18
 $0.62
 $0.54
 $1.63
 $1.72
Net income 0.55
 0.71
 1.01
 1.19
 0.63
 0.43
 1.63
 1.63
Weighted-average common shares outstanding 458,819
 486,074
 462,802
 485,364
 451,078
 483,575
 458,848
 484,762
Market price per common share:                
High closing $21.21
 $18.66
 $23.48
 $18.88
 $24.26
 $20.04
 $24.26
 $20.04
Low closing 18.22
 14.90
 18.22
 14.90
 20.79
 15.73
 18.22
 14.90
Period-end closing 20.90
 17.07
 20.90
 17.07
 24.26
 19.47
 24.26
 19.47
Cash dividends per common share $0.08
 $
 $0.16
 $
Cash dividends declared per common share $0.12
 $0.08
 $0.28
 $0.08
Period-end common shares outstanding 452,292
 483,753
 452,292
 483,753
 443,796
 475,470
 443,796
 475,470
(a)
Includes shares related to share-based compensation that vested but were not yet issued for the three months and sixnine months ended JuneSeptember 30, 2017, and 2016.

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


The following table presents selected Condensed Consolidated Balance Sheet and ratio data.
 At and for the three months ended June 30, At and for the six months ended June 30, 
At and for the
three months ended September 30,
 
At and for the
nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Selected period-end balance sheet data:                
Total assets $164,345
 $157,931
 $164,345
 $157,931
 $164,013
 $157,397
 $164,013
 $157,397
Total deposit liabilities $86,183
 $72,802
 $86,183
 $72,802
 $90,116
 $75,744
 $90,116
 $75,744
Long-term debt $49,145
 $61,040
 $49,145
 $61,040
 $45,122
 $56,836
 $45,122
 $56,836
Total equity $13,473
 $13,611
 $13,473
 $13,611
 $13,573
 $13,630
 $13,573
 $13,630
Financial ratios:                
Return on average assets (a) 0.62% 0.93% 0.58% 0.78% 0.68% 0.53% 0.62% 0.70%
Return on average equity (a) 7.52% 10.61% 6.99% 8.98% 8.26% 6.08% 7.42% 8.01%
Equity to assets (a) 8.27% 8.72% 8.31% 8.71% 8.27% 8.75% 8.29% 8.72%
Common dividend payout ratio 14.55% % 15.84% % 19.05% 18.60% 17.18% 4.91%
Net interest spread (a) (b) (c) 2.63% 2.56% 2.55% 2.52% 2.59% 2.57% 2.57% 2.54%
Net yield on interest-earning assets (a) (c) (d) 2.76% 2.68% 2.68% 2.64% 2.74% 2.69% 2.70% 2.66%
(a)The ratios were based on average assets and average equity using a combination of monthly and daily average methodologies.
(b)Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities, excluding discontinued operations for the periods shown.
(c)
Amounts for the three months and sixnine month ended JuneSeptember 30, 2016, were adjusted to include previously excluded equity investments and related income on equity investments. Refer to the section titled Statistical Table for additional information.
(d)Net yield on interest-earning assets represents annualized net financing revenue and other interest income as a percentage of total interest-earning assets.

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


As of January 1, 2015, Ally became subject to the rules implementing the 2010 Basel III capital framework in the United States (U.S. Basel III), which reflect new and higher capital requirements, capital buffers, and new regulatory capital definitions, deductions and adjustments. Certain aspects of U.S. Basel III, including the new capital buffers and regulatory capital deductions, will be phased in over several years.are subject to a phase-in period through December 31, 2018. To assess our capital adequacy against the full impact of U.S. Basel III, we also present "fully phased-in" information that reflects regulatory capital rules that will take effect as of January 1, 2019. Refer to Note 18 to the Condensed Consolidated Financial Statements for further information. The following table presents selected regulatory capital data.
 June 30, 2017 June 30, 2016 September 30, 2017 September 30, 2016
($ in millions) Transitional Fully Phased-in (a) Transitional Fully Phased-in (a) Transitional Fully phased-in (a) Transitional Fully phased-in (a)
Common Equity Tier 1 capital ratio 9.47% 9.37% 9.59% 9.31% 9.72% 9.62% 9.53% 9.28%
Tier 1 capital ratio 11.18% 11.13% 11.18% 11.13% 11.46% 11.42% 11.13% 11.08%
Total capital ratio 12.83% 12.79% 12.83% 12.77% 13.19% 13.15% 12.80% 12.74%
Tier 1 leverage ratio (to adjusted quarterly average assets) (b) 9.51% 9.51% 9.63% 9.61% 9.51% 9.51% 9.73% 9.71%
Total equity $13,473
 $13,473
 $13,611
 $13,611
 $13,573
 $13,573
 $13,630
 $13,630
Goodwill and certain other intangibles (279) (289) (252) (273) (278) (287) (273) (295)
Deferred tax assets arising from net operating loss and tax credit carryforwards (c) (378) (473) (466) (777) (328) (410) (400) (667)
Other adjustments 250
 250
 (64) (64) 208
 208
 (44) (44)
Common Equity Tier 1 capital 13,066
 12,961
 12,829

12,497
 13,175
 13,084
 12,913

12,624
Trust preferred securities 2,490
 2,490
 2,488
 2,488
 2,490
 2,490
 2,488
 2,488
Deferred tax assets arising from net operating loss and tax credit carryforwards (95) 
 (311) 
 (82) 
 (267) 
Other adjustments (44) (44) (47) (47) (44) (44) (47) (47)
Tier 1 capital 15,417
 15,407

14,959

14,938
 15,539
 15,530

15,087

15,065
Qualifying subordinated debt and other instruments qualifying as Tier 2 1,106
 1,106
 1,165
 1,165
 1,109
 1,109
 1,169
 1,169
Qualifying allowance for credit losses and other adjustments 1,181
 1,181
 1,042
 1,042
 1,243
 1,243
 1,087
 1,087
Total capital $17,704
 $17,694
 $17,166
 $17,145
 $17,891
 $17,882
 $17,343
 $17,321
Risk-weighted assets (d) $137,947
 $138,380
 $133,787
 $134,225
 $135,603
 $135,971
 $135,522
 $135,958
(a)
Our fully phased-in capital ratios are non-GAAP financial measures that management believes are important to the reader of the Condensed 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.
(b)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).
(c)Contains deferred tax assets required to be deducted from capital under U.S. Basel III.
(d)Risk-weighted assets are defined by regulation and are generally determined by allocating assets and specified off-balance sheet exposures into various risk categories.

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


Overview
Ally Financial Inc. (together with its consolidated subsidiaries unless the context requires otherwise, Ally, the Company, or we, us, or our) is a leading digital financial services company and top 25 U.S. financial holding company (FHC) offering diversified financial products for consumers, businesses, automotive dealers, and corporate clients. Our legacy dates back to 1919, and Ally was redesigned in 2009 with a distinctive brand, innovative approach, and relentless focus on our customers. We reconverted to a Delaware corporation in 2009 and are registered as a bank holding company (BHC) under the Bank Holding Company Act of 1956 as amended and a financial holding companyan FHC under the Gramm-Leach-Bliley Act of 1999 as amended. We are one of the largest full service automotive finance operations in the country with a deep expertise in automotive lending and a complementary automotive-focused insurance business. Our wholly-owned banking subsidiary, Ally Bank, has received numerous industry awards for its services and capabilities and is an award-winningone of the largest and most respected online bank,banks, uniquely positioned for the observed shifting trends in consumer and an indirect, wholly-owned subsidiary of Ally Financial Inc. Collectively, Ally Financial Inc. and its subsidiariescommercial banking preferences for digital banking. We offer a variety of deposit and banking products including CDs, online savings, money market and checking accounts, IRA products, automotive lending products to customers and dealers, corporate finance lending, insurance products and services, a cash back credit card, and mortgage lending offerings through Ally Home, andHome. We have recently integrated a growing digital wealth management and online brokerage platform to enable consumers to have a variety of options in managing their savings and wealth. Additionally, through our corporate finance business, we offer lending solutions through Ally Invest.to middle-market companies.
Discontinued Operations
During 2013 and 2012, certain disposal groups met the criteria to be presented as discontinued operations. The remaining activity relates to previous discontinued operations for which we continue to have wind-down, legal, and minimal operational costs. For all periods presented, the operating results for these operations have been removed from continuing operations. Refer to Note 3 to the Condensed Consolidated Financial Statements for more details. The MD&A has been adjusted to exclude discontinued operations unless otherwise noted.
Primary Lines of Business
Dealer Financial Services, which includes our Automotive Finance and Insurance operations, Mortgage Finance, and Corporate Finance are our primary lines of business. The following table summarizes the operating results excluding discontinued operations of each line of business. Operating results for each of the lines of business are more fully described in the MD&A sections that follow.

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


Segment results include cost of funds associated with product offerings. For products originated at Ally Bank, the cost of funds is more beneficial than products originated at other entities as Ally Bank is a deposit gathering organization, which helps fund assets at a lower cost. Noninterest costs associated with deposit gathering activities were $66 million and $131 million during the three months and six months ended June 30, 2017, respectively, and $57 million and $125 million during the three months and six months ended June 30, 2016, respectively, and are allocated to each segment based on their relative balance sheets. Ally Bank's assets and operating results are included within our Automotive Finance, Mortgage Finance, and Corporate Finance segments based on its underlying business activities. Noninterest costs associated with deposit gathering activities were $64 million and $195 million during the three months and nine months ended September 30, 2017, respectively, and $60 million and $185 million during the three months and nine months ended September 30, 2016, and are allocated to each segment based on their relative balance sheets.
  Three months ended June 30, Six months ended June 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Total net revenue            
Dealer Financial Services            
Automotive Finance $1,039
 $1,006
 3 $2,032
 $1,979
 3
Insurance 259
 275
 (6) 538
 543
 (1)
Mortgage Finance 33
 26
 27 67
 46
 46
Corporate Finance 58
 33
 76 110
 67
 64
Corporate and Other 66
 18
 n/m 83
 50
 66
Total $1,455
 $1,358
 7 $2,830
 $2,685
 5
Income (loss) from continuing operations before income tax expense            
Dealer Financial Services            
Automotive Finance $347
 $426
 (19) $635
 $763
 (17)
Insurance (21) (18) (17) 19
 32
 (41)
Mortgage Finance 7
 9
 (22) 16
 11
 45
Corporate Finance 35
 14
 150 60
 25
 140
Corporate and Other 8
 (18) 144 (28) (21) (33)
Total $376
 $413
 (9) $702
 $810
 (13)
n/m = not meaningful
  Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Total net revenue            
Dealer Financial Services            
Automotive Finance $1,032
 $1,007
 2 $3,064
 $2,986
 3
Insurance 287
 278
 3 825
 821
 
Mortgage Finance 34
 25
 36 101
 71
 42
Corporate Finance 44
 34
 29 154
 101
 52
Corporate and Other 65
 40
 63 148
 90
 64
Total $1,462
 $1,384
 6 $4,292
 $4,069
 5
Income (loss) from continuing operations before income tax expense            
Dealer Financial Services            
Automotive Finance $300
 $319
 (6) $935
 $1,082
 (14)
Insurance 69
 56
 23 88
 88
 
Mortgage Finance 2
 8
 (75) 18
 19
 (5)
Corporate Finance 22
 15
 47 82
 40
 105
Corporate and Other 2
 (7) 129 (26) (28) 7
Total $395
 $391
 1 $1,097
 $1,201
 (9)
Our Dealer Financial Services is one of the largest full service automotive finance operations offerin the country and offers a wide range of financial services and insurance products to approximately 18,500 automotive dealerships and approximately 4.3 million of their customers. Dealer Financial Services consists of two separate reportable segments—Automotive Finance and Insurance operations.
Our automotive finance services include providing retail installment sales contracts, loans and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, warehouse lines to companies, fleet financing, providing

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


financing to companies and municipalities for the purchase or lease of vehicles and equipment, and vehicle remarketing services. Our success as an automotive finance provider is driven by the consistent and broad range of products and services we offer to dealers who originate loans and leases to their retail customers who are acquiring new and used vehicles. Ally and other automotive finance providers purchase these loans and leases from automotive dealers. As the marketplace evolves, our growth strategy continues to focus on diversifying the franchise by expanding into different products, responding to the growing trends for a more streamlined and digital automotive financing process to serve both dealers and consumers, and continuing to strengthen and expand our network of dealer relationships. In the first quarter of 2017, we built upon the platform acquired from the 2016 purchase of Blue Yield and introduced Clearlane, an online automotive lender exchange, expanding our direct-to-consumer capabilities and providing an end-to-end digital platform for consumers seeking financing and dealers looking to drive online sales.
The Growth channel was established to focus on developing dealer relationships beyond our existing relationships that primarily were developed through our role as a captive finance company historically for the General Motors Company (GM) and Fiat Chrysler Automobiles US LLC (Chrysler) brands, and was recently expanded to include our direct-to-consumer lending offering.offering, and other online automotive retailers. We have established relationships with thousands of Growth channel dealers through our customer-centric approach and specialized incentive programs. The success of the Growth channel has been a key enabler to converting our business model from a focused captive finance company to a leading market competitor. In this channel, we currently have over 11,500nearly 12,000 dealer relationships, of which over 10,500 are franchised dealers from brands such as Ford, Nissan, Kia, Hyundai, Toyota, Honda and others; RV dealers; and used vehicle only retailers, which have a national presence.
Our Insurance operations offer both consumer finance protection and insurance products sold primarily through the automotive dealer channel, and commercial insurance products sold directly to dealers. As part of our focus on offering dealers a broad range of consumer financial and insurance products, we provide vehicle service contracts (VSCs), vehicle maintenance contracts (VMCs), guaranteed asset protection (GAP) products, and other ancillary products desired by consumers. We also underwrite select commercial insurance coverages, which primarily insure dealers' wholesale vehicle inventory. Ally Premier Protection is our

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


flagship vehicle service contract offering and provides coverage for new and used vehicles of virtually all makes and models. During the third quarter of 2017, we were awarded a long-term commitment to continue as the preferred VSC and protection plan provider for GM Canada.
Our Mortgage Finance operations primarily consist of the management of a held-for-investment consumer mortgage finance loan portfolio, which includes bulk purchases of high-quality jumbo and low-to-moderate income (LMI) mortgage loans originated by third parties. During the three months and sixnine months ended JuneSeptember 30, 2017, we purchased $809 million$1.2 billion and $1.1$2.3 billion of mortgage loans that were originated by third parties. In late 2016, we introduced our directdirect-to-consumer mortgage offering, named Ally Home, consisting of a variety of jumbo and conforming fixed- and adjustable-rate mortgage products through a third-party fulfillment partner. Under our current arrangement, conforming mortgages are originated as held-for-sale and sold, while jumbo mortgages are originated as held-for-investment. Servicing is performed by a third party and no mortgage servicing rights are created. In addition to our core product offerings through Ally Home, in March 2017, we broadened our product suite with the addition of the HomeReady® mortgage loan, a Fannie Mae product designed to serve creditworthy, low- to moderate-income borrowers.
Our Corporate Finance operations primarily provide senior secured leveraged cash flow and asset-based loans to mostly U.S.-based middle market companies. The Corporate Finance portfolio is almost entirely comprised of first lien, first out loans. Our primary focus is on businesses owned by private equity sponsors with loans typically used for leveraged buyouts, mergers and acquisitions, debt refinancing, restructurings, and working capital. The portfolio is well-diversified across multiple industries including retail, manufacturing, distribution, service companies, and other specialty sectors. These specialty sectors include ourincluding Technology Finance and Healthcare verticals.Healthcare. Our Technology Finance vertical provides financing solutions to venture-backed, technology-based companies. The Healthcare vertical provides financing across the healthcare spectrum including services, pharmaceuticals, manufacturing, and medical devices and supplies. In addition, during the first quarter ofAdditionally, in 2017 we hired an experienced team in the healthcarelaunched a commercial real estate space in orderproduct focused on lending to continue to make strategic investments in sectors with strong competitive dynamicsskilled nursing facilities, senior housing, medical office buildings, and attractive returns.hospitals.
Corporate and Other primarily consists of activity related to centralized corporate treasury activities such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with debt issuances, and the residual impacts of our corporate funds-transfer pricing (FTP) and treasury asset liability management (ALM) activities. Corporate and Other also includes activity related to the Ally CashBack Credit Card, certain equity investments, which primarily consist of Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock, the management of our legacy mortgage portfolio, which primarily consists of loans originated prior to January 1, 2009, and reclassifications and eliminations between the reportable operating segments.
In May 2017, we launched Ally Invest, our digital brokerage and wealth management offering that combines the platform we acquired from the acquisition of TradeKing Group, Inc. (TradeKing) in June 2016 with our award-winning online banking products in a single, convenient customer experience that provides low-cost investing with competitive deposit products. Financial results related to our online brokerage operations are currently included within Corporate and Other.
In addition, we are well positioned as the marketplace continues to evolve and are working to build on our existing foundation of approximately 5.6 million consumer automotive financing and primary deposit customers, strong brand, innovative culture, and leading digital platform to expand our products and services and to create an integrated customer experience. In 2016, we launched our first ever

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


enterprise-wide campaign themed "Do It Right." The campaign introduces a broad audience to our full suite of digital financial services and helps crystallizeemphasizes our culture for consumers.relentless customer-centric focus and commitment to constantly create and reinvent our product offerings and digital experiences. Our product offerings and brand continue to gain traction in the marketplace, as demonstrated by industry recognition of our award-winning franchise and our strong retention rates of a loyal customer base within our online bank.

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


Consolidated Results of Operations
The following table summarizes our consolidated operating results excluding discontinued operations for the periods shown. Refer to the operating segment sections of the MD&A that follows for a more complete discussion of operating results by line of business.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions)
2017
2016
Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
2017
2016
Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Net financing revenue and other interest income




     




     
Total financing revenue and other interest income
$2,088

$2,069

1 $4,138
 $4,178
 (1)
$2,088

$2,060

1 $6,226
 $6,238
 
Total interest expense
700

651

(8) 1,382
 1,299
 (6)
735

656

(12) 2,117
 1,955
 (8)
Net depreciation expense on operating lease assets
321

434

26 710
 944
 25
272

408

33 982
 1,352
 27
Net financing revenue and other interest income
1,067

984

8 2,046
 1,935
 6
1,081

996

9 3,127
 2,931
 7
Other revenue




     




     
Insurance premiums and service revenue earned
227

236

(4) 468
 466
 
252

238

6 720
 704
 2
Gain on mortgage and automotive loans, net
36

3

n/m 50
 4
 n/m
15



n/m 65
 4
 n/m
Loss on extinguishment of debt
(1)


n/m (2) (4) 50
(4)


n/m (6) (4) (50)
Other gain on investments, net
23

39

(41) 50
 93
 (46)
23

52

(56) 73
 145
 (50)
Other income, net of losses
103

96

7 218
 191
 14
95

98

(3) 313
 289
 8
Total other revenue
388

374

4 784
 750
 5
381

388

(2) 1,165
 1,138
 2
Total net revenue
1,455

1,358

7 2,830
 2,685
 5
1,462

1,384

6 4,292
 4,069
 5
Provision for loan losses
269

172

(56) 540
 392
 (38)
314

258

(22) 854
 650
 (31)
Noninterest expense




     




     
Compensation and benefits expense
265

242

(10) 550
 494
 (11)
264

248

(6) 814
 742
 (10)
Insurance losses and loss adjustment expenses
125

145

14 213
 218
 2
65

69

6 278
 287
 3
Other operating expenses
420

386

(9) 825
 771
 (7)
424

418

(1) 1,249
 1,189
 (5)
Total noninterest expense
810

773

(5) 1,588
 1,483
 (7)
753

735

(2) 2,341
 2,218
 (6)
Income from continuing operations before income tax expense
376

413

(9) 702
 810
 (13)
395

391

1 1,097
 1,201
 (9)
Income tax expense from continuing operations
122

56

(118) 235
 206
 (14)
115

130

12 350
 336
 (4)
Net income from continuing operations
$254

$357

(29) $467
 $604
 (23)
$280

$261

7 $747
 $865
 (14)
n/m = not meaningful
We earned net income from continuing operations of $254$280 million and $467$747 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $357$261 million and $604$865 million for the three months and sixnine months ended JuneSeptember 30, 2016. DuringThe increase for the three months and six months ended JuneSeptember 30, 2017, wewas primarily driven by higher net financing revenue across all lending operations resulting from continued to focus on optimizing portfolio growth through originating across a broader credit spectrum within our Automotive Finance operations despite the runoff in the GM lease portfolio, growth within our Mortgage Finance and a profitable mix of originations primarilyCorporate Finance operations, and higher interest and dividends from growth in our non-lease consumer and commercial automotive portfolios and our Corporate Finance business, and as a result, experienced favorability in our net financing revenue from both higher portfolio balances and higher yields.investment securities portfolio. Results were also favorably impacted by higher gains on the sale of automotive loans, andhigher insurance premiums earned coupled with lower weather-related insurance losses and loss adjustment expenses primarily due to the ceding of weather-relatedsuch losses subject to thea reinsurance agreement we entered into in April 2017.2017, and a decrease in income tax expense due to the realization of capital gains allowing for a partial release of valuation allowance. These favorable items were more thanpartially offset by higher income tax expense as a result of a nonrecurring tax benefit in the second quarter of 2016, higher provision expense in 2017primarily related to growth in our consumer automotive loan portfolio and our focus on originating a more profitable mix$53 million of business with appropriate risk-adjusted returns,incremental provision expense driven by estimated impacts from hurricanes, lower net operating lease revenue due to the runoff of our GM lease portfolio and lower remarketinginvestment gains, due to lower used vehicle prices, and higher noninterest expense driven by incremental costs related to the growth of our consumer and commercial product offerings. During the nine months ended September 30, 2017, results were favorably impacted by higher net financing revenue due to increased income from our investment securities portfolio, loan growth and increased yields across our retail and commercial automotive, mortgage, and Corporate Finance lending portfolios, and higher gains on the sale of automotive loans. These items were more than offset by runoff in our GM operating lease portfolio, and higher provision expense related to our focus on originating across a broader credit spectrum with appropriate risk-adjusted returns, and $53 million of increased provision expense related to estimated impacts from hurricanes. The decline in net income from continuing operations for the nine months ended September 30, 2017, was also driven by lower investment gains, higher noninterest expense to support the growth of our consumer and commercial product offerings, including wealth management, direct-to-consumer automotive (Clearlane), and mortgage lending.a nonrecurring tax benefit realized in the second quarter of 2016.
Net financing revenue and other interest income increased $83$85 million and $111$196 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. Net financing revenueIncome from our portfolio of investment securities and other interest income from our Automotive Finance operations was favorably impacted by higher consumer financing revenue primarily due to an increase in retail portfolio yields as a result of the execution of our continued focus on expanding risk-adjusted returns and sustained asset growth, as well as higher commercial financing revenue primarily resulting from an increase in dealer floorplan assets and higher benchmark interest rates. The increases were partially offset by a decrease in operating lease revenue, net of depreciation, primarily resulting from the runoff of our GM lease portfolio as well as less favorable remarketing activity in 2017 compared to the same periods in 2016, primarily due to lower used vehicle prices. Net financing revenue and other interest income at our Mortgage Finance operations was favorably impacted by increased loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans. Net financing revenue and other interest income at our Corporate

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


earning assets, including cash and cash equivalents, increased $64 million and $148 million for the three months and nine months ended September 30, 2017, respectively, due primarily to growth of investment securities balances as we continue to utilize this portfolio to manage liquidity and generate a stable source of income. Net financing revenue and other interest income from our Automotive Finance operations increased during both periods despite continued runoff of our GM lease portfolio. Retail automotive financing revenue continued to benefit from our efforts to reposition our origination profile to focus on capital optimization and risk-adjusted returns, as well as higher average retail asset levels resulting from asset growth and higher loan balances. Commercial automotive financing revenue also increased in both periods due to higher benchmark interest rates and an increase in average outstanding floorplan assets. Net financing revenue and other interest income within our Mortgage Finance operations was favorably impacted in both periods by continued asset growth across all businessincreased loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans. Net financing revenue and other interest income within our Corporate Finance operations was favorably impacted in both periods by our strategy to responsibly grow assets and our product suite within existing verticals in line with our growth strategy, as well as the payoff of a nonaccrual loan exposure in the second quarter of 2017, which resulted in the recognition of $9 million of interest income.while selectively pursuing opportunities to broaden industry and product diversification. Total interest expense increased 8%12% and 6%8% for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. While we continue to shift borrowings toward more cost-effective deposit funding and continue to reduce our dependence on market-based funding through reductions in higher-cost secured and unsecured debt, interest expense increased as a result of higher funding costs associated with increased LIBOR ratesinterest on secured borrowings and higher levels of deposit-based fundingdeposits resulting from deposit growth to support the business.business and due to higher market rates across funding sources.
Insurance premiums and service revenue earned increased $14 million and $16 million for the three months and nine months ended September 30, 2017, respectively, compared to the three months and nine months ended September 30, 2016, primarily due to higher vehicle inventory insurance rates, partially offset by ceding of premiums under a reinsurance agreement we entered into in April 2017.
Gain on mortgage and automotive loans increased $33$15 million and $46$61 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. During the three months and nine months ended JuneSeptember 30, 2017, we sold certain previously written-down retail automotive loans related to consumers in Chapter 13 bankruptcy where borrowers continue to make payments realizing a gain of $33 million, to proactively manage our overall credit exposure, asset levels, and capital utilization.
Other gain on investments was $23 million and $50$73 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $39$52 million and $93$145 million for the same periods in 2016. The decrease wasdecreases were due primarily to higher levels of sales of investment securities in 2016 that did not recur in the current period.
Other income increased $7decreased $3 million and $27increased $24 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016,2016. The increase for the nine months ended September 30, 2017, was primarily due to contributions from our Corporate Finance operations, which included an $11 million equity investment gain in the first quarter of 2017, and an increase in loan syndication income in the second quarter of 2017.
The provision for loan losses was $269$314 million and $540$854 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $172$258 million and $392$650 million for the same periods in 2016. The increases in provision for loan losses were primarily driven by our consumer automotive portfolio, where we experienced higher net charge-offs and a larger increase in our allowance for loan losses year-over-year as a result of our focus on originating across a more profitable mix of businessbroader credit spectrum by focusing on risk-adjusted returns. Additionally, higher growthProvision expense increased due to estimated impacts of hurricane activity during the third quarter of 2017, resulting in the portfolio contributed to higheran increase in provision expense year-over-year.of $53 million, which most notably impacted our retail automotive loan portfolio. Refer to the Risk Management section of this MD&A for further discussion.
Noninterest expense was $810$753 million and $1.6$2.3 billion for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $773$735 million and $1.5$2.2 billion for the same periods in 2016. The increases were primarily driven by expenses related to the growth of our consumer and commercial products, including the addition and integration of Ally Invest and Clearlane, as well as the expansion of our direct-to-consumer mortgage offering as we continue to enhance our digital wealth management franchise, expand our product suite, and grow digital platforms for consumers and dealers. These increases were partially offset by lower insurance losses and loss adjustment expenses during the three months and sixnine months ended JuneSeptember 30, 2017, compared to the same periods in 2016, primarily due to the ceding of weather-related losses subject to thea reinsurance agreement.agreement and lower VSC losses.
We recognized total income tax expense from continuing operations of $122$115 million and $235$350 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $56$130 million and $206$336 million for the same periods in 2016. The increasesdecrease in income tax expense for the three months and six months ended JuneSeptember 30, 2017, compared to the same periodsperiod in 2016, werewas primarily driven by the realization of capital gains allowing for a partial release of valuation allowance. The increase in income tax expense for the nine months ended September 30, 2017, compared to the same period in 2016, was primarily driven by a non-recurringnonrecurring tax benefit in the second quarter of 2016 due to a U.S. tax reserve release related to a prior-year federal return that reduced our liability for unrecognized tax benefits by $175 million. This benefit was partially offset by the establishment of a valuation allowance on capital loss carryforwards forin the three months ended June 30,second quarter of 2016, and a decrease in pretax earnings. We continue to explore potential strategies to utilize foreign tax credits, which may result in a valuation allowance release within the next twelve months.

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


Dealer Financial Services
Results for Dealer Financial Services are presented by reportable segment, which includes our Automotive Finance and Insurance operations.
Automotive Finance
Results of Operations
The following table summarizes the operating results of our Automotive Finance operations. The amounts presented are before the elimination of balances and transactions with our other reportable segments.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Net financing revenue and other interest income                  
Consumer $962
 $877
 10 $1,886
 $1,743
 8 $987
 $911
 8 $2,873
 $2,654
 8
Commercial 325
 262
 24 629
 514
 22 341
 267
 28 970
 781
 24
Operating leases 488
 701
 (30) 1,031
 1,470
 (30) 434
 649
 (33) 1,465
 2,119
 (31)
Other interest income 1
 2
 (50) 3
 5
 (40) 2
 3
 (33) 5
 8
 (38)
Total financing revenue and other interest income 1,776
 1,842
 (4) 3,549
 3,732
 (5) 1,764
 1,830
 (4) 5,313
 5,562
 (4)
Interest expense 523
 479
 (9) 1,015
 963
 (5) 542
 489
 (11) 1,557
 1,452
 (7)
Net depreciation expense on operating lease assets 321
 434
 26 710
 944
 25 272
 408
 33 982
 1,352
 27
Net financing revenue and other interest income 932
 929
  1,824
 1,825
  950
 933
 2 2,774
 2,758
 1
Other revenue                  
Gain on automotive loans, net 35
 5
 n/m 59
 10
 n/m 14
 
 n/m 73
 10
 n/m
Other income 72
 72
  149
 144
 3 68
 74
 (8) 217
 218
 
Total other revenue 107
 77
 39 208
 154
 35 82
 74
 11 290
 228
 27
Total net revenue 1,039
 1,006
 3 2,032
 1,979
 3 1,032
 1,007
 2 3,064
 2,986
 3
Provision for loan losses 266
 170
 (56) 534
 379
 (41) 312
 270
 (16) 846
 649
 (30)
Noninterest expense                  
Compensation and benefits expense 125
 118
 (6) 254
 244
 (4) 124
 119
 (4) 378
 363
 (4)
Other operating expenses 301
 292
 (3) 609
 593
 (3) 296
 299
 1 905
 892
 (1)
Total noninterest expense 426
 410
 (4) 863
 837
 (3) 420
 418
  1,283
 1,255
 (2)
Income from continuing operations before income tax expense $347
 $426
 (19) $635
 $763
 (17) $300
 $319
 (6) $935
 $1,082
 (14)
Total assets $115,447
 $112,356
 3 $115,447
 $112,356
 3 $112,141
 $113,669
 (1) $112,141
 $113,669
 (1)
n/m = not meaningful
Components of net operating lease revenue, included in amounts above, were as follows.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Net operating lease revenue                  
Operating lease revenue $488
 $701
 (30) $1,031
 $1,470
 (30) $434
 $649
 (33) $1,465
 $2,119
 (31)
Depreciation expense                  
Depreciation expense on operating lease assets (excluding remarketing gains) 353
 520
 32 739
 1,085
 32 323
 470
 31 1,062
 1,555
 32
Remarketing gains (32) (86) (63) (29) (141) (79) (51) (62) (18) (80) (203) (61)
Net depreciation expense on operating lease assets 321
 434
 26 710
 944
 25 272
 408
 33 982
 1,352
 27
Total net operating lease revenue $167
 $267
 (37) $321
 $526
 (39) $162
 $241
 (33) $483
 $767
 (37)
Investment in operating leases, net $9,717
 $13,755
 (29) $9,717
 $13,755
 (29) $8,931
 $12,689
 (30) $8,931
 $12,689
 (30)

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


Our Automotive Finance operations earned income from continuing operations before income tax expense of $347$300 million and $635$935 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $426$319 million and $763 million$1.1 billion for the three months and sixnine months ended JuneSeptember 30, 2016. During the three months and sixnine months ended JuneSeptember 30, 2017, we continued to focus on repositioning our origination profile to focus on capital optimization and expanding risk-adjusted returns and sustained asset growth, and asreturns. As a result, we experienced higher consumer financing revenue primarily due to an increase in retail portfolio balancesyields and yields,assets, as well as higher commercial financing revenue primarily resulting from an increase in average outstanding dealer floorplan assets, and higher yields.yields as a result of higher benchmark interest rates. Additionally, we realized increases in gains on the sale of automotive loans of $14 million and $63 million during the three months and nine months ended September 30, 2017, respectively. These favorable items were more than offset by a decrease in net operating lease revenue primarily resulting from the runoff of our GM lease portfolio for the three months and nine months ended September 30, 2017, compared to the same periods in 2016, as well as less favorable remarketing activity for the nine months ended September 30, 2017, compared to the same period in 2016, due to lower used vehicle prices and a decline in lease termination volume. We also experienced higher provision for loan losses primarily resulting from higher net charge-offs driven by the changing composition of our portfolio associated with our focus on originating across a more profitable mix of businessbroad credit spectrum, consistent with our underwriting strategy, and retail asset growth, and a decrease in net operating lease revenue primarily resulting from the runoff of our GM lease portfolio as well as less favorable remarketingestimated impacts resulting from hurricane activity forduring the three months and six months ended JuneSeptember 30, 2017, compared to the same periods in 2016, primarily due to lower used vehicle prices.2017.
Consumer financing revenue increased $85$76 million and $143$219 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. The increases were primarily due to improved portfolio yields as a result of the execution of our continued focus on expanding risk-adjusted returns, as well as higher average retail asset levels resulting from sustained asset growth.
Commercial financing revenue increased $63$74 million and $115$189 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. The increases were primarily due to higher yields resulting from higher benchmark interest rates and an increase in average outstanding floorplan assets resulting from growing dealer vehicle inventories and higher average vehicle prices as well as higher benchmark interest rates.prices. The increases were also due to an increase in non-floorplan dealer loan balances.
We recognized gains from the sale of automotive loans of $35$14 million and $59$73 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $5$0 million and $10 million for the same periods in 2016. During the three months and nine months ended JuneSeptember 30, 2017, we sold certain previously written-down retail automotive loans related to consumers in Chapter 13 bankruptcy where borrowers continue to make payments realizing a gain of $33 million, to proactively manage our overall credit exposure, asset levels, and capital utilization. A portion of the total gains on sale for the sixnine months ended JuneSeptember 30, 2017, and for the three and six months ended June 30, 2016, was partially offset within Corporate and Other as a result of our FTP methodology.
Total net operating lease revenue decreased 37%33% and 39%37% for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. The decreases in net operating lease revenue were2016, primarily due to the runoff of our GM lease portfolio, as well as less favorable remarketing activity in 2017 compared to the same periods in 2016, primarily due to lower used vehicle prices.activity. We recognized remarketing gains of $32$51 million and $29$80 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to gains of $86$62 million and $141$203 million for the same periods in 2016. For the nine months ended September 30, 2017, compared to the same period in 2016, remarketing gains were down due to lower used vehicle prices and a decline in lease termination volume. During the three months ended September 30, 2017, compared to the same period in 2016, remarketing gains were down due to lower termination volume partially offset by a more favorable termination mix, which included fewer cars and more trucks and sport utility vehicles. Refer to the Lease Residual Risk Management section of this MD&A for further discussion.
The provision for loan losses was $266$312 million and $534$846 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $170$270 million and $379$649 million for the same periods in 2016. The increasesincrease in provision for loan losses werefor the three months ended September 30, 2017, was primarily due to estimated impacts of Hurricanes Harvey and Irma, which increased provision expense in our consumer automotive portfolio by $48 million. Additionally, the increase in provision for loan losses for the nine months ended September 30, 2017, was primarily due to higher net charge-offs in our consumer automotive portfolio as a result of our focus on originating across a more profitable mix of businessbroader credit spectrum and retail asset growth. Refer to the Risk Management section of this MD&A for further discussion.

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


Automotive Financing Volume
Consumer Automotive Financing
During the three months and sixnine months ended JuneSeptember 30, 2017, our average buy rate for retail originations increased 6631 and 4943 basis points, respectively, relative to the same periods in 2016. We set our buy rates using a granular, risk-based methodology factoring in several variables such asincluding interest costs, projected net average annualized loss rates (NAALR) at the time of origination, anticipated operating costs, and targeted return on equity. The increases in our average buy rate were primarily the result of an increase to interest rates and our strategy to increase our targeted return on equity and more focused deployment of shareholder capital. While we have seen an increase in provision expense and charge-offs in our consumer automotive loan portfolio over the past year in part due to deteriorating credit performance in our lower credit tiers, this increase was also a result of a deliberate shift in origination mix designed to achieve a higher risk-adjusted return.returns. The carrying value of our nonprime consumer automotive loans before allowance for loan losses was $9.0$8.9 billion, or approximately 13.6%13.3% of our total consumer automotive loans at JuneSeptember 30, 2017, as compared to $9.1 billion, or approximately 13.8% of our total consumer automotive loans at December 31, 2016.
The following table presents retail loan originations by credit tier.
Credit Tier (a) 
Volume
($ in billions)
 % Share of volume Average FICO® 
Volume
($ in billions)
 % Share of volume Average FICO®
Three months ended June 30, 2017    
Three months ended September 30, 2017    
S $2.4
 32 762
 $2.7
 38 751
A 3.3
 44 665
 2.9
 40 668
B 1.5
 20 640
 1.4
 19 641
C 0.3
 4 608
 0.2
 3 607
Total retail originations $7.5
 100 686
 $7.2
 100 691
Three months ended June 30, 2016    
Three months ended September 30, 2016    
S $2.7
 32 757
 $2.7
 32 762
A 3.7
 43 669
 3.4
 41 670
B 1.7
 20 642
 1.9
 22 643
C 0.4
 5 607
 0.4
 5 610
Total retail originations $8.5
 100 686
 $8.4
 100 689
Six months ended June 30, 2017     
Nine months ended September 30, 2017     
S $5.0
 32 762
 $7.7
 34 758
A 6.6
 43 666
 9.5
 42 666
B 3.2
 21 640
 4.6
 20 640
C 0.6
 4 608
 0.8
 4 608
Total retail originations $15.4
 100 687
 $22.6
 100 689
Six months ended June 30, 2016    
Nine months ended September 30, 2016    
S $5.2
 31 757
 $7.9
 32 759
A 7.2
 43 668
 10.6
 42 669
B 3.3
 20 641
 5.2
 21 642
C 0.9
 5 606
 1.3
 5 607
D 0.1
 1 576
 0.1
  577
Total retail originations $16.7
 100 685
 $25.1
 100 686
(a)
Represents Ally's internal credit score, incorporating numerous borrower and structure attributes including: FICO® Score; 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 three months and sixnine months ended JuneSeptember 30, 2017, and the three months ended JuneSeptember 30, 2016; and Tier E during both the three months and sixnine months ended JuneSeptember 30, 2017, and 2016.
Retail originations in Tier S represented 32%38% and 34% of originations during the three and nine months ended September 30, 2017, respectively, compared to 32% during both the three months and sixnine months ended JuneSeptember 30, 2017, compared2016, while Tier C declined to 32%3% and 31%4% during the three months and sixnine months ended JuneSeptember 30, 2016,2017, respectively, while Tier C declined to 4% from 5% during the same periods. Our overall origination mix continues to beperiods in line with our focus on optimizing risk-adjusted returns.2016.

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The following table presents the percentage of total retail loan originations, in dollars, by the loan term in months.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
071
 19% 17% 19% 18% 20% 18% 19% 18%
7275
 68
 68
 67
 68
 66
 66
 67
 67
76 + 13
 15
 14
 14
 14
 16
 14
 15
Total retail originations (a) 100% 100% 100% 100% 100% 100% 100% 100%
(a)Excludes RV loans.
As we continue the execution of our targeted underwriting strategy to originate consumer automotive assets across a broad risk spectrum, retail originations with a term of 76 months or more represented 13% and 14% of total retail originations for both the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to 15%16% and 14%15%, respectively, for the same periods in 2016. Substantially all of the loans originated with a term of 76 months or more during the three months and sixnine months ended JuneSeptember 30, 2017, and 2016, were considered to be prime and in credit tiers S, A, or B. We define prime retail automotive loans primarily as those loans with a FICO® Score (or an equivalent score) at origination of 620 or greater.
The following table presents the percentage of total outstanding retail loans by origination year.
June 30, 2017 2016
September 30, 2017 2016
Pre-2013 2% 8% 2% 6%
2013 5
 10
 4
 8
2014 10
 18
 8
 15
2015 25
 39
 22
 35
2016 36
 25
 33
 36
2017 22
 
 31
 
Total 100% 100% 100% 100%
The 2017, 2016, and 2015 vintages comprise 83%86% of the overall retail portfolio as of JuneSeptember 30, 2017, and have higher average buy rates and expected losses than older vintages. The increases in average buy rate and expected loss were due to the execution of our targeted underwriting strategy to originate consumer automotive assets across a broad risk spectrum, and our continued focus on expanding risk-adjusted returns.
The following tables present the total retail loan and lease origination dollars and percentage mix by product type and by channel.
 Consumer automotive financing originations % Share of Ally originations Consumer automotive financing originations % Share of Ally originations
Three months ended June 30, ($ in millions)
 2017 2016 2017 2016
Three months ended September 30, ($ in millions)
 2017 2016 2017 2016
New retail standard $3,437
 $4,364
 40 47 $3,537
 $4,477
 43 48
Used retail 4,005
 4,024
 47 43 3,640
 3,759
 45 40
Lease 1,115
 871
 13 9 922
 986
 11 11
New retail subvented 42
 128
  1 41
 119
 1 1
Total consumer automotive financing originations (a) $8,599
 $9,387
 100 100 $8,140
 $9,341
 100 100
(a)Includes Commercial Services Group (CSG) originations of $874$849 million and $849$877 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively, and RV originations of $131$106 million and $147$133 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively.

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 Consumer automotive financing originations % Share of Ally originations Consumer automotive financing originations % Share of Ally originations
Six months ended June 30, ($ in millions)
 2017 2016 2017 2016
Nine months ended September 30, ($ in millions)
 2017 2016 2017 2016
New retail standard $7,130
 $8,404
 41 46 $10,667
 $12,881
 42 46
Used retail 8,216
 8,116
 47 44 11,856
 11,875
 46 43
Lease 2,039
 1,704
 12 9 2,961
 2,690
 12 10
New retail subvented 79
 204
  1 120
 323
  1
Total consumer automotive financing originations (a) $17,464
 $18,428
 100 100 $25,604
 $27,769
 100 100
(a)Includes Commercial Services Group (CSG) originations of $1,863 million$2.7 billion and $1,684 million$2.6 billion for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively, and RV originations of $261$367 million and $276$409 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively.
 Consumer automotive financing originations % Share of Ally originations Consumer automotive financing originations % Share of Ally originations
Three months ended June 30, ($ in millions)
 2017 2016 2017 2016
Three months ended September 30, ($ in millions)
 2017 2016 2017 2016
Growth (a) $3,494
 $3,434
 41 37 $3,270
 $3,326
 40 36
GM 2,542
 3,304
 29 35 2,609
 3,275
 32 35
Chrysler 2,563
 2,649
 30 28 2,261
 2,740
 28 29
Total consumer automotive financing originations $8,599
 $9,387
 100 100 $8,140
 $9,341
 100 100
(a)Includes Carvana purchased originations of $90 million for the three months ended June 30, 2017.
 Consumer automotive financing originations % Share of Ally originations Consumer automotive financing originations % Share of Ally originations
Six months ended June 30, ($ in millions)
 2017 2016 2017 2016
Nine months ended September 30, ($ in millions)
 2017 2016 2017 2016
Growth (a) $6,996
 $6,801
 40 37 $10,266
 $10,127
 40 36
GM 5,409
 6,633
 31 36 8,018
 9,908
 31 36
Chrysler 5,059
 4,994
 29 27 7,320
 7,734
 29 28
Total consumer automotive financing originations $17,464
 $18,428
 100 100 $25,604
 $27,769
 100 100
(a)Includes Carvana purchased originations of $158 million for the six months ended June 30, 2017.
During the three months and sixnine months ended JuneSeptember 30, 2017, total consumer originations decreased $788 million$1.2 billion and $964 million,$2.2 billion, respectively, compared to the same periods in 2016. The decreases were due to lower volume from the GM channeland Chrysler channels and our continued focus on profitable originations overof volume levels.levels across a more broad credit spectrum. The decrease in GM and Chrysler volume during the threenine months ended JuneSeptember 30, 2017, was somewhat offset by higher volume in the Growth channel. The decrease in GM volume during the six months ended June 30, 2017, was somewhat offset by higher volume in the Growth and Chrysler channels.
We have included origination metrics by loan term and FICO® Score.Score within this MD&A. However, the proprietary way we evaluate risk is based on multiple inputs as described in the section titled Automotive Financing Volume — Acquisition and Underwriting within the MD&A included in our 2016 Annual Report on Form 10-K.
The following table presents the percentage of total retail loan and lease originations, in dollars, by FICO® Score.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
740 + 25% 23% 25% 22% 26% 25% 25% 23%
739660
 35
 37
 35
 37
 35
 36
 35
 37
659620
 24
 24
 24
 25
 23
 24
 24
 24
619540
 10
 10
 10
 10
 9
 9
 10
 10
< 540 1
 1
 1
 1
 1
 1
 1
 1
Unscored (a) 5
 5
 5
 5
 6
 5
 5
 5
Total consumer automotive financing originations 100% 100% 100% 100% 100% 100% 100% 100%
(a)Unscored are primarily CSG contracts with entities that have no FICO® Score.
Originations with a FICO® Score of less than 620 (considered nonprime) represented 11%10% of total consumer originations for both the three months ended September 30, 2017, and six2016, and 11% of total consumer originations for both the nine months ended JuneSeptember 30, 2017, and 2016. Consumer loans and leases with FICO® Scores of less than 540 continued to comprise only 1% of total originations for both the three months and sixnine months ended JuneSeptember 30, 2017. Nonprime applications that are not automatically declined by our proprietary credit-scoring models for risk reasons are manually reviewed and decisioned by an experienced underwriting team. The nonprime portfolio is

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automatically declined by our proprietary credit-scoring models for risk reasons are manually reviewed and decisioned by an experienced underwriting team. The nonprime portfolio is subject to more stringent underwriting criteria for certain loan attributes (e.g., payment-to-income, mileage, and maximum amount financed) and generally does not include any loans with a term of 76 months or more. For discussion of our credit risk management practices and performance, refer to the section titled Risk Management.
For discussion of manufacturer marketing incentives, refer to our Annual Report on Form 10-K for the year ended December 31, 2016, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Automotive Finance Operations.
Commercial Wholesale Financing Volume
The following table summarizes the average balances of our commercial wholesale floorplan finance receivables of new and used vehicles.
 Average balance Average balance Average balance Average balance
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
GM new vehicles $18,278
 $15,056
 $17,867
 $14,692
 $17,528
 $15,368
 $17,658
 $14,897
Chrysler new vehicles 8,763
 8,991
 9,001
 9,117
 8,112
 9,025
 8,692
 9,076
Growth new vehicles 4,712
 4,275
 4,605
 4,181
 4,480
 4,138
 4,555
 4,161
Used vehicles 3,924
 3,812
 4,051
 3,845
 3,874
 3,903
 3,996
 3,874
Total commercial wholesale finance receivables $35,677
 $32,134
 $35,524
 $31,835
 $33,994
 $32,434
 $34,901
 $32,008
Commercial wholesale financing average volume increased $3.5$1.6 billion and $3.7$2.9 billion during the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016, primarily due to higher dealer inventory levels and an increase in our mix of trucks and sport utility vehicles, which have higher average prices than cars. Dealer inventory levels are dependent on a number of factors including manufacturer production schedules and vehicle mix, sales incentives, and industry sales—all of which can influence future wholesale balances.
Other Commercial Automotive Financing
We also provide other forms of commercial financing for the automotive industry including automotive dealer term loans and automotive fleet financing. Automotive dealer term loans are loans that we make to dealers to finance other aspects of the dealership business, including acquisitions. These loans are usually secured by real estate and/or other dealership assets, and are typically personally guaranteed by the individual owners of the dealership. Automotive dealer loans, inclusive of our commercial lease portfolio, increased $659$651 million and $585$592 million to an average of $5.8$5.9 billion and $5.7$5.8 billion for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to an average of $5.2$5.3 billion and $5.1$5.2 billion for the three months and sixnine months ended JuneSeptember 30, 2016. Automotive fleet financing credit lines may be obtained by dealers, their affiliates, and other independent companies that are used to purchase vehicles, which they lease or rent to others. In 2016, we began offering collateralized financing to mid-market companies, corporations, and municipalities for the acquisition of transportation assets including tractors and trailers, among other things.

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Insurance
Results of Operations
The following table summarizes the operating results of our Insurance operations. The amounts presented are before the elimination of balances and transactions with our other reportable segments.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Insurance premiums and other income                  
Insurance premiums and service revenue earned $227
 $236
 (4) $468
 $466
  $252
 $238
 6 $720
 $704
 2
Investment income, net (a) 27
 34
 (21) 62
 68
 (9) 32
 36
 (11) 94
 104
 (10)
Other income 5
 5
  8
 9
 (11) 3
 4
 (25) 11
 13
 (15)
Total insurance premiums and other income 259
 275
 (6) 538
 543
 (1) 287
 278
 3 825
 821
 
Expense                  
Insurance losses and loss adjustment expenses 125
 145
 14 213
 218
 2 65
 69
 6 278
 287
 3
Acquisition and underwriting expense                  
Compensation and benefits expense 18
 17
 (6) 37
 35
 (6) 17
 16
 (6) 54
 51
 (6)
Insurance commissions expense 104
 97
 (7) 203
 191
 (6) 106
 99
 (7) 309
 290
 (7)
Other expenses 33
 34
 3 66
 67
 1 30
 38
 21 96
 105
 9
Total acquisition and underwriting expense 155
 148
 (5) 306
 293
 (4) 153
 153
  459
 446
 (3)
Total expense 280
 293
 4 519
 511
 (2) 218
 222
 2 737
 733
 (1)
(Loss) income from continuing operations before income tax expense $(21) $(18) (17) $19
 $32
 (41)
Income from continuing operations before income tax expense $69
 $56
 23 $88
 $88
 
Total assets $7,308
 $7,193
 2 $7,308
 $7,193
 2 $7,432
 $7,259
 2 $7,432
 $7,259
 2
Insurance premiums and service revenue written $220
 $237
 (7) $460
 $459
  $272
 $252
 8 $732
 $711
 3
Combined ratio (b) 122.1% 122.8%  109.8% 108.7%  86.0% 92.5%  101.5% 103.2% 
(a)
Includes realized gains on investments of $15$19 million and $55 million for the three months and nine months ended September 30, 2017, respectively, and $24 million and $67 million for the three months and nine months ended September 30, 2016; and interest expense of $13 million and $37 million for the three months and nine months ended September 30, 2017, respectively, and $12 million and $36 million for the three months and sixnine months ended June 30, 2017, respectively, and $21 million and $43 million for the three months and six months ended June 30, 2016; and interest expense of $13 million and $24 million for the three months and six months ended June 30, 2017, respectively, and $12 million and $24 million for the three months and six months ended JuneSeptember 30, 2016.
(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.
Our Insurance operations incurred a lossearned income from continuing operations before income tax expense of $21$69 million and income of $19$88 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to a lossincome of $18$56 million and income of $32$88 million for the three months and sixnine months ended JuneSeptember 30, 2016, respectively. The increased lossincrease for the three months ended JuneSeptember 30, 2017, was primarily due to higher vehicle inventory insurance rates, and lower weather-related losses as a result of a reinsurance agreement entered into in April 2017, partially offset by lower investment incomeincome. Income for the nine months ended September 30, 2017, was relatively flat, compared to the same period in 2016. This was driven by lower realized investment gains and lower insurance premiums and service revenue earned, partially offset by lower weather-related losses as a result of the reinsurance agreement, entered into in April 2017. The decrease in income for the six months ended June 30, 2017, was primarily due toand lower operating expenses slightly offset by lower realized investment gains and higher weather-related losses in the first quarter of 2017, partially offset by lower weather-related losses in the second quarter of 2017 as a result of the reinsurance agreement entered into in April 2017.income.
Insurance premiums and service revenue earned was $227$252 million and $468$720 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $236$238 million and $466$704 million for the three months and sixnine months ended JuneSeptember 30, 2016. The decreaseincreases for the three months and nine months ended JuneSeptember 30, 2017, waswere primarily due to the ceding of vehicle inventory insurance premiums under the reinsurance agreement. The decrease was partially offset by higher vehicle inventory insurance rates, and higher dealer floorplan balances. Insurance premiums and service revenue earned was relatively flat for the six months ended June 30, 2017, compared to the same period in 2016 as increases from higher vehicle inventory insurance rates and higher dealer floorplan balances were largelypartially offset by ceding of premiums under thea reinsurance agreement.agreement we entered into in April 2017.
Insurance losses and loss adjustment expenses totaled $125$65 million and $213$278 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $145$69 million and $218$287 million for the same periods in 2016. The decreases for the three months and sixnine months ended JuneSeptember 30, 2017, were primarily due to the ceding of weather-related losses subject to a reinsurance agreement and lower VSC losses. The ceding of weather-related losses primarily drove the reinsurance agreement. The declinedecrease in lossesthe combined ratio to 86.0% and 101.5% for the sixthree months and nine months ended JuneSeptember 30, 2017, was partially offset by higher weather-related losses in the first quarter of 2017, priorrespectively, compared to entering into the reinsurance agreement in April 2017. The combined ratio remained relatively consistent at 122.1%92.5% and 109.8%103.2% for the three months and nine months ended September 30, 2016.

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months and six months ended June 30, 2017, respectively, compared to 122.8% and 108.7% for the three months and six months ended June 30, 2016.
The following table showssummarizes premium and service revenue written by insurance product.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Vehicle service contracts



    



    
New retail
$108

$112
 $211
 $208

$122

$124
 $333
 $332
Used retail
119

109
 232
 218

119

109
 351
 327
Reinsurance (a)
(51)
(48) (100) (89)
(53)
(50) (153) (139)
Total vehicle service contracts (b)
176

173
 343
 337

188

183
 531
 520
Vehicle inventory insurance
20

45
 72
 86

58

49
 130
 135
Other finance and insurance (c)
24

19
 45
 36

26

20
 71
 56
Total
$220

$237
 $460
 $459

$272

$252
 $732
 $711
(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, excess wear and tear, and other ancillary products.
Insurance premiums and service revenue written was $220$272 million and $460$732 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $237$252 million and $459$711 million for the same periods in 2016. The decreaseincrease for the three months ended JuneSeptember 30, 2017, was primarily due to higher vehicle inventory insurance rates, and growth in our consumer finance protection and insurance products. The increase for the nine months ended September 30, 2017, was primarily due to higher VSC and GAP volume and higher vehicle inventory insurance rates, partially offset by the ceding of vehicle inventory insurance premiums under thea reinsurance agreement and an increase in dealer reinsurance participation, partially offset by higher vehicle inventory insurance rates, higher dealer floorplan balances, and higher VSC and GAP volume. Insurance premiums and service revenue written was relatively flat for the six months ended June 30, 2017, compared to the same period in 2016.agreement.
Cash and Investments
A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue sources. We use these investments to satisfy our obligations related to future claims at the time these claims are settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these investments. The guidelines established by this committee reflect our risk tolerance, liquidity requirements, regulatory requirements, and rating agency considerations, among other factors.
The following table summarizes the composition of our Insurance operations cash and investment portfolio at fair value.
($ in millions)
June 30, 2017 December 31, 2016
September 30, 2017 December 31, 2016
Cash







Noninterest-bearing cash
$273

$273

$262

$273
Interest-bearing cash
850

612

915

612
Total cash
1,123

885

1,177

885
Available-for-sale securities







Debt securities
   
   
U.S. Treasury
313

299

358

299
U.S. States and political subdivisions
745

744

772

744
Foreign government
150

162

157

162
Agency mortgage-backed residential 689
 633
 632
 633
Mortgage-backed residential
197

227

184

227
Mortgage-backed commercial 39
 39
 40
 39
Asset-backed


6



6
Corporate debt
1,272

1,443

1,291

1,443
Total debt securities
3,405

3,553

3,434

3,553
Equity securities
505

595

525

595
Total available-for-sale securities
3,910

4,148

3,959

4,148
Total cash and securities
$5,033

$5,033

$5,136

$5,033

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Mortgage Finance
Results of Operations
The following table summarizes the activities of our Mortgage Finance operations. The amounts presented are before the elimination of balances and transactions with our reportable segments.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Net financing revenue and other interest income                    
Total financing revenue and other interest income $72
 $64
 13 $143
 $121
 18 $78
 $64
 22 $221
 $185
 19
Interest expense 40
 38
 (5) 77
 75
 (3) 46
 39
 (18) 123
 114
 (8)
Net financing revenue and other interest income 32
 26
 23 66
 46
 43 32
 25
 28 98
 71
 38
Gain on mortgage loans, net 1
 
 n/m 1
 
 n/m 1
 
 n/m 2
 
 n/m
Other income, net of losses 1
 
 n/m 1
 
 n/m
Total other revenue 2
 
 n/m 3
 
 n/m
Total net revenue 33
 26
 27 67
 46
 46 34
 25
 36 101
 71
 42
Provision for loan losses 1
 
 n/m 2
 3
 33 4
 1
 n/m 6
 4
 (50)
Noninterest expense                  
Compensation and benefits expense 5
 3
 (67) 10
 6
 (67) 6
 4
 (50) 16
 10
 (60)
Other operating expenses 20
 14
 (43) 39
 26
 (50) 22
 12
 (83) 61
 38
 (61)
Total noninterest expense 25
 17
 (47) 49
 32
 (53) 28
 16
 (75) 77
 48
 (60)
Income from continuing operations before income tax expense $7
 $9
 (22) $16
 $11
 45 $2
 $8
 (75) $18
 $19
 (5)
Total assets $8,902
 $8,014
 11 $8,902
 $8,014
 11 $9,804
 $7,933
 24 $9,804
 $7,933
 24
n/m = not meaningful
Our Mortgage Finance operations earned income from continuing operations before income tax expense of $7$2 million and $16$18 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $9$8 million and $11$19 million for the three months and sixnine months ended JuneSeptember 30, 2016. The decreasedecreases for the three months and nine months ended JuneSeptember 30, 2017, waswere primarily due to increases in noninterest expense driven by continued expansion of the direct-to-consumer offering and asset growth as well as higher provision for loan losses due to portfolio growth.losses. This decrease was partially offset by an increase in net financing revenue and other interest income driven by increased portfolio loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans. The increase for the six months ended June 30, 2017, was primarily due to an increase in net financing revenue and other interest income driven by increased loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans. The increase in income from continuing operations before income tax expense was partially offset by higher noninterest expense driven by continued expansion of the direct-to-consumer offering and asset growth.
Net financing revenue and other interest income was $32 million and $66$98 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $26$25 million and $46$71 million for the three months and sixnine months ended JuneSeptember 30, 2016. The increases in net financing revenue and other interest income were primarily due to increased loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans. During the three months and sixnine months ended JuneSeptember 30, 2017, we purchased $809 million$1.2 billion and $1.1$2.3 billion, respectively, of mortgage loans that were originated by third parties, compared to $1.0 billion$467 million and $2.4$2.9 billion for the same periods in 2016.
Gain on sale of mortgage loans increased $1 million and $2 million for both the three months and sixnine months ended JuneSeptember 30, 2017, compared to the same periods in 2016, as a result of direct-to-consumer mortgage originations and the subsequent sale of these loans to our fulfillment partner.
The provision for loan losses increased $1$3 million and decreased $1$2 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. The increase for the three months and nine months ended September 30, 2017, were primarily due to estimated impacts of hurricane activity, which occurred during the three months ended September 30, 2017. The portfolio continues to demonstrate strong credit performance consistent with expectations.
Total noninterest expense was $25$28 million and $49$77 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $17$16 million and $32$48 million for the three months and sixnine months ended JuneSeptember 30, 2016. The increases were driven by continued expansion of the direct-to-consumer offering and asset growth.

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


The following table presents the net unpaid principal balance (UPB), net UPB as a percentage of total, weighted-average coupon (WAC), premium net of discounts, loan-to-value (LTV), and FICO® Scores for the products in our Mortgage Finance held-for-investment loan portfolio.
Product 
Net UPB (a)
($ in millions)
 % of total net UPB WAC 
Net premium
($ in millions)
 Average refreshed LTV (b) Average refreshed FICO® (c) 
Net UPB (a)
($ in millions)
 % of total net UPB WAC 
Net premium
($ in millions)
 Average refreshed LTV (b) Average refreshed FICO® (c)
June 30, 2017          
September 30, 2017          
Adjustable-rate $2,424
 28 3.34% $39
 57.79% 775
 $2,507
 26 3.35% $40
 58.28% 774
Fixed-rate 6,258
 72 4.02
 145
 61.55
 772
 7,045
 74 4.04
 168
 62.21
 771
Total $8,682
 100 3.83
 $184
 60.50
 773
 $9,552
 100 3.86
 $208
 61.17
 772
December 31, 2016                    
Adjustable-rate $2,488
 31 3.34% $42
 57.94% 773
 $2,488
 31 3.34% $42
 57.94% 773
Fixed-rate 5,633
 69 4.02
 131
 60.47
 772
 5,633
 69 4.02
 131
 60.47
 772
Total $8,121
 100 3.81
 $173
 59.69
 772
 $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.

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


Corporate Finance
Results of Operations
The following table summarizes the activities of our Corporate Finance operations. The amounts presented are before the elimination of balances and transactions with our reportable segments.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable) % change
Net financing revenue and other interest income                  
Interest and fees on finance receivables and loans $70
 $46
 52 $124
 $90
 38 $62
 $48
 29 $186
 $138
 35
Interest expense 22
 17
 (29) 42
 33
 (27) 23
 18
 (28) 65
 51
 (27)
Net financing revenue and other interest income 48
 29
 66 82
 57
 44 39
 30
 30 121
 87
 39
Total other revenue 10
 4
 150 28
 10
 180 5
 4
 25 33
 14
 136
Total net revenue 58
 33
 76 110
 67
 64 44
 34
 29 154
 101
 52
Provision for loan losses 6
 3
 (100) 12
 9
 (33) 3
 3
  15
 12
 (25)
Noninterest expense     

        

   
Compensation and benefits expense 10
 10
  24
 20
 (20) 12
 9
 (33) 36
 29
 (24)
Other operating expenses 7
 6
 (17) 14
 13
 (8) 7
 7
  21
 20
 (5)
Total noninterest expense 17
 16
 (6) 38
 33
 (15) 19
 16
 (19) 57
 49
 (16)
Income from continuing operations before income tax expense $35
 $14
 150 $60
 $25
 140 $22
 $15
 47 $82
 $40
 105
Total assets $3,552
 $2,989
 19 $3,552
 $2,989
 19 $3,699
 $3,232
 14 $3,699
 $3,232
 14
Our Corporate Finance operations earned income from continuing operations before income tax expense of $35$22 million and $60$82 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $14$15 million and $25$40 million for the same periods in 2016. The increases for the three months and sixnine months ended JuneSeptember 30, 2017, were driven by continued growth in our loan portfolio.strategy to responsibly grow assets and extend our product suite while selectively pursuing opportunities to broaden industry and product diversification. Results for the threenine months ended June 30, 2017, were also favorably impacted by higher loan syndication income and the full collection of funds related to a nonaccrual loan. Results for the six months ended JuneSeptember 30, 2017, were also favorably impacted by a gain on an equity investment in the first quarter of 2017.2017, the full collection of funds related to a nonaccrual loan in the second quarter of 2017, and higher loan syndication income.
Net financing revenue and other interest income was $48$39 million and $82$121 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $29$30 million and $57$87 million for the same periods in 2016. The increases were primarily due to asset growth across all business verticals, in line with our growth strategy, which resulted in a 19%16% increase in the gross carrying value of finance receivables and loans as of JuneSeptember 30, 2017, compared to JuneSeptember 30, 2016. Additionally, interest and fees on finance receivables and loans for the nine months ended September 30, 2017, was favorably impacted by the payoff of a nonaccrual loan exposure in the second quarter of 2017, which resulted in the recognition of $9 million of interest income.
Other revenue was $10$5 million and $28$33 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $4 million and $10$14 million for the same periods in 2016. The increase for the threenine months ended June 30, 2017, was primarily driven by an increase in loan syndication income. The increase for the six months ended JuneSeptember 30, 2017, was primarily driven by an $11 million gain on the sale of an equity investment during the first quarter of 2017, and higher loan syndication income.
The provision for loan losses remained flat for the three months ended September 30, 2017, and increased $3 million for both the three months and sixnine months ended JuneSeptember 30, 2017, compared to the three months and sixsame periods in 2016. The increase for the nine months ended JuneSeptember 30, 2016. The increases were2017, was primarily due to higher provision expense for individually impaired loans, during the three months and six months ended June 30, 2017, compared to the same periodsperiod in 2016.
Total noninterest expense was $17$19 million and $38$57 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $16 million and $33$49 million for the same periods in 2016. The increases were primarily due to the addition of new business verticals andresulting in higher expenses to support the growth of the business.

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


Credit Portfolio
The following table presents loans held-for-sale, the gross carrying value of finance receivables and loans outstanding, and unfunded commitments to lend of our Corporate Finance operations.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Loans held-for-sale, net $14
 $
 $9
 $
Finance receivables and loans $3,553
 $3,180
 3,703
 3,180
Unfunded lending commitments (a) $1,258
 $1,483
 1,601
 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.
The following table presents the percentage of total finance receivables and loans of our Corporate Finance operations by industry concentration. The finance receivables and loans are reported at gross carrying value.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Industry        
Services 27.9% 27.4% 28.5% 27.4%
Health services 14.5
 12.0
Automotive and transportation 14.1
 13.5
 12.3
 13.5
Health services 10.7
 12.0
Wholesale 8.2
 8.9
Machinery, equipment, and electronics 9.0
 6.6
 7.3
 6.6
Other manufactured products 8.4
 8.8
 7.1
 8.8
Wholesale 7.9
 8.9
Chemicals and metals 4.9
 5.8
 6.4
 5.8
Food and beverages 4.4
 4.2
Retail trade 4.4
 5.1
 3.4
 5.1
Food and beverages 4.1
 4.2
Paper, printing, and publishing 2.8
 3.2
 2.9
 3.2
Other 5.8
 4.5
 5.0
 4.5
Total finance receivables and loans 100.0% 100.0% 100.0% 100.0%

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


Corporate and Other
The following table summarizes the activities of Corporate and Other. Corporate and Other primarily consists of activity related to centralized corporate treasury activities such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, the amortization of the discount associated with debt issuances, and the residual impacts of our corporate FTP and treasury ALM activities. Corporate and Other also includes certain equity investments, which primarily consist of FHLB and FRB stock, the management of our legacy mortgage portfolio, which primarily consists of loans originated prior to January 1, 2009, the activity related to Ally Invest, and reclassifications and eliminations between the reportable operating segments.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable)% change 2017 2016 Favorable/(unfavorable) % change 2017 2016 Favorable/(unfavorable)% change
Net financing revenue and other interest income                  
Interest and dividends on investment securities and other earning assets $131
 $77
 70 $361
 $229
 58
Finance revenue (a) 18
 18
  52
 50
 4
Interest on cash and cash equivalents 9
 1
 n/m 18
 3
 n/m
Other, net (2) (4) 50 (6) (9) 33
Total financing revenue and other interest income $143
 $89
 61 $269
 $181
 49 156
 92
 70 425
 273
 56
Interest expense                  
Original issue discount amortization 22
 18
 (22) 43
 36
 (19)
Other interest expense 80
 87
 8 181
 168
 (8)
Original issue discount amortization (b) 23
 21
 (10) 66
 57
 (16)
Other interest expense (c) 88
 77
 (14) 269
 245
 (10)
Total interest expense 102
 105
 3 224
 204
 (10) 111
 98
 (13) 335
 302
 (11)
Net financing revenue and other interest income (a) 41
 (16) n/m 45
 (23) n/m
Net financing revenue and other interest income 45
 (6) n/m 90
 (29) n/m
Other revenue                  
Loss on mortgage and automotive loans, net 
 (2) 100 (10) (6) (67) 
 
 n/m (10) (6) (67)
Loss on extinguishment of debt (1) 
 n/m (2) (4) 50 (4) 
 n/m (6) (4) (50)
Other gain on investments, net 8
 18
 (56) 14
 50
 (72) 4
 28
 (86) 18
 78
 (77)
Other income, net of losses 18
 18
  36
 33
 9 20
 18
 11 56
 51
 10
Total other revenue 25
 34
 (26) 38
 73
 (48) 20
 46
 (57) 58
 119
 (51)
Total net revenue 66
 18
 n/m 83
 50
 66 65
 40
 63 148
 90
 64
Provision for loan losses (4) (1) n/m (8) 1
 n/m (5) (16) (69) (13) (15) (13)
Total noninterest expense (b) 62
 37
 (68) 119
 70
 (70)
Total noninterest expense (d) 68
 63
 (8) 187
 133
 (41)
Income (loss) from continuing operations before income tax expense $8
 $(18) 144 $(28) $(21) (33) $2
 $(7) 129 $(26) $(28) 7
Total assets $29,136
 $27,379
 6 $29,136
 $27,379
 6 $30,937
 $25,304
 22 $30,937
 $25,304
 22
n/m = not meaningful
(a)ReferPrimarily related to the table that follows for further details on the components of net financing revenue from our legacy mortgage portfolio and other interest income.impacts related to hedging activities associated with our consumer automotive loan portfolio.
(b)
Amortization is included as interest on long-term debt in the Condensed 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 $200$194 million and $412$606 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, and $186$190 million and $388$578 million for the three months and sixnine months ended JuneSeptember 30, 2016, respectively, related to the allocation of corporate overhead expenses to other segments. The receiving segments record their allocation of corporate overhead expense within other operating expense.
The following table summarizes the components of net financing revenue and other interest income for Corporate and Other.
  Three months ended June 30, Six months ended June 30,
($ in millions) 2017 2016 2017 2016
Original issue discount amortization (a) $(22) $(18) $(43) $(36)
Net impact of the funds-transfer pricing methodology 49
 (6) 64
 (3)
Other (including legacy mortgage net financing revenue, Ally Invest, and other interest income) 14
 8
 24
 16
Net financing revenue and other interest income for Corporate and Other $41
 $(16) $45
 $(23)
(a)
Amortization is included as interest on long-term debt in the Condensed Consolidated Statement of Comprehensive Income.

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


The following table presents the scheduled remaining amortization of the original issue discount at JuneSeptember 30, 2017.
Year ended December 31, ($ in millions)
 2017 2018 2019 2020 2021 2022 and thereafter (a) Total 2017 2018 2019 2020 2021 2022 and thereafter (a) Total
Original issue discount                            
Outstanding balance at year end $1,235
 $1,135
 $1,096
 $1,057
 $1,014
 $
   $1,235
 $1,135
 $1,096
 $1,057
 $1,014
 $
  
Total amortization (b) 47
 100
 39
 39
 43
 1,014
 $1,282
 24
 100
 39
 39
 43
 1,014
 $1,259
(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 Condensed Consolidated Statement of Comprehensive Income.
Corporate and Other earned income from continuing operations before income tax expense of $8$2 million and incurred a loss of $26 million for the three months and nine months ended September 30, 2017, respectively, compared to losses of $7 million and $28 million for the three months and sixnine months ended June 30, 2017, respectively, compared to losses of $18 million and $21 million for the three months and six months ended JuneSeptember 30, 2016. The increase in income for the three months ended JuneSeptember 30, 2017, was primarily due to an increase in financing revenue and other interest income driven by an increase in interest and dividends on investment securities and other earning assets, partially offset by lower gains on sales of investment securities, lower provision benefit within our legacy mortgage portfolio, and an increase in noninteresthigher interest expense driven byfrom increased compensationinterest on deposits resulting from deposit growth and benefits expense.increased LIBOR rates on secured borrowings. The increasedecrease in loss for the sixnine months endedJune September 30, 2017, was primarily due to an increase in financing revenue and other interest income driven by an increase in interest and dividends on investment securities and other earning assets. The decrease in loss was partially offset by an increase in noninterest expense driven by an increase in compensation and benefits to support the growth of the business, a decrease in gains on sales of investment securities, and an increase in interest expense driven by increased interest on deposits resulting from deposit growth and increased LIBOR rates on secured borrowings, partially offset by a decrease in unsecured debt as maturities have been replaced with lower cost funding. The increase in loss was partially offset by an increase in financing revenue and other interest income driven by an increase in interest and dividends on investment securities and other earning assets.borrowings.
Financing revenue and other interest income was $143$156 million and $269$425 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $89$92 million and $181$273 million for the three months and sixnine months ended JuneSeptember 30, 2016. The increases were primarily driven by increased interest and dividends onfrom investment securities and other earning assets compared to the same periods in 2016, primarily as a result of growth in the size of the investment portfolio.
Interest expense was $102$111 million and $224$335 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $105$98 million and $204$302 million for the three months and sixnine months ended JuneSeptember 30, 2016. Interest expense remained relatively flat forincreased over the three months and nine months ended JuneSeptember 30, 2017, compared to the same period in 2016, as unsecured debt maturities have been replaced with lower cost deposit funding. The increases for the six months ended June 30, 2017, weredriven primarily driven by increased interest on deposits resulting from deposit growth and increased LIBOR rates on secured borrowings. The increase was partially offset by a decrease in borrowings including higher-cost unsecured debt borrowings as maturities are replaced with lower cost funding.
Other gain on investments was $8$4 million and $14$18 million for the three months and sixnine months ended June September 30, 2017, respectively, compared to $18$28 million and $50$78 million for the three months and sixnine months ended June September 30, 2016. The decreases were due primarily to higher levels of sales of investment securities in 2016 that did not recur in the current period.
Noninterest expense was $62$68 million and $119$187 million for the three months and sixnine months ended June September 30, 2017, respectively, compared to $37$63 million and $70$133 million for the three months and sixnine months ended June September 30, 2016. The increases were primarily due to increased expenses from the Ally Invest integration and operations included in our results subsequent to acquisition in the second quarter of 2016 and increased compensation and benefit expenses to support the growth of the business.
Total assets were $29.1$30.9 billion as of JuneSeptember 30, 2017, compared to $27.4$25.3 billion as of JuneSeptember 30, 2016. The increase was primarily the result of growth of our available-for-sale and held-to-maturity securities portfolios. The increase was partially offset by the continued runoff of our legacy mortgage portfolio. At JuneSeptember 30, 2017, the gross carrying value of the legacy mortgage portfolio was $2.4$2.3 billion, compared to $3.1$2.9 billion at JuneSeptember 30, 2016.

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


Cash and Securities
The following table summarizes the composition of the cash and securities portfolio at fair value for Corporate and Other.
($ in millions) June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Cash        
Noninterest-bearing cash $1,218
 $1,249
 $525
 $1,249
Interest-bearing cash 2,013
 3,770
 2,699
 3,770
Total cash 3,231
 5,019
 3,224
 5,019
Available-for-sale securities        
Debt securities        
U.S. Treasury 1,539
 1,321
 1,715
 1,321
U.S. States and political subdivisions 37
 38
 79
 38
Agency mortgage-backed residential 12,987
 9,657
 13,712
 9,657
Mortgage-backed residential 1,841
 1,870
 2,126
 1,870
Mortgage-backed commercial 436
 498
 469
 498
Asset-backed 1,014
 1,394
 1,039
 1,394
Total available-for-sale securities 17,854
 14,778
 19,140
 14,778
Held-to-maturity securities        
Debt securities        
Agency mortgage-backed residential 1,110
 789
 1,767
 789
Asset-backed retained notes 46
 
 40
 
Total held-to-maturity securities 1,156
 789
 1,807
 789
Total cash and securities $22,241
 $20,586
 $24,171
 $20,586
Ally Invest
On June 1, 2016, we acquired 100% of the equity of TradeKing, a digital wealth management company with an online broker-dealer, digital portfolio management platform, and educational content. In May 2017, we launched Ally Invest, our digital brokerage and wealth management offering that combines the platform we acquired from the acquisition of TradeKing with our award-winning online banking platform. The following table presents the trading days and average customer trades per day during each respective quarter and the number of funded accounts, total net customer assets, and total customer cash balances as of the end of each full quarter since acquisition for our online broker-dealer. Average customer trades per day has declined during the second and third quarters of 2017 due primarily to lower market volatility and seasonal trends. Additionally, funded accounts have increased since our acquisition of TradeKing as a result of a continued focus on marketing campaigns, while net customer assets have increased due to market appreciation and growth in funded accounts.
 2nd Quarter 2017 1st Quarter 2017 4th Quarter 2016 3rd Quarter 20163rd Quarter 20172nd Quarter 20171st Quarter 20174th Quarter 20163rd Quarter 2016
Trading days (a) 63
 62
 62.5
 64
62.5
63
62
62.5
64
Average customer trades per day (in thousands)
 17
 19
 18
 17
15.5
16.5
19.1
17.5
17.1
Funded accounts (b) (in thousands)
 250
 251
 244
 $240
255
250
251
244
240
Total net customer assets ($ in millions)
 $5,007
 $4,987
 $4,771
 $4,678
$5,204
$5,007
$4,987
$4,771
$4,678
Total customer cash balances ($ in millions)
 $1,154
 $1,232
 $1,253
 $1,177
$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.

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Risk Management
Managing the risk/reward trade-off is a fundamental component of operating our businesses. Our risk management program is overseen by the Ally Board of Directors (the Board), various risk committees, the executive leadership team, and our associates. The Risk and Compliance Committee of the Board (RCC)(RC), together with the Board, sets the risk appetite across our company while the risk committees, executive leadership team, and our associates identify and monitor current and emerging risks and ensure those risks are managed to be within our risk appetite. Ally's primary types of risk include credit, lease residual, market, operational, insurance/underwriting, business/strategic, reputation, and liquidity. For more information on our risk management process, refer to the Risk Management MD&A section of our 2016 Annual Report on Form 10-K.
Loan and Lease Exposure
The following table summarizes the exposures from our loan and lease activities.
($ in millions)
 June 30, 2017 December 31, 2016
($ in millions) September 30, 2017 December 31, 2016
Finance receivables and loans        
Automotive Finance $105,614
 $104,646
 $103,082
 $104,646
Mortgage Finance 8,866
 8,294
 9,760
 8,294
Corporate Finance 3,553
 3,180
 3,703
 3,180
Corporate and Other (a) 2,495
 2,824
 2,326
 2,824
Total finance receivables and loans 120,528
 118,944
 118,871
 118,944
Loans held-for-sale        
Mortgage Finance (b) 3
 
 9
 
Corporate Finance 14
 
 9
 
Total loans held-for-sale 17
 
 18
 
Total on-balance sheet loans 120,545
 118,944
 118,889
 118,944
Off-balance sheet securitized loans        
Automotive Finance (c) 2,662
 2,392
 2,293
 2,392
Whole-loan sales        
Automotive Finance (c) 1,947
 3,164
 1,655
 3,164
Operating lease assets        
Automotive Finance 9,717
 11,470
 8,931
 11,470
Total loan and lease exposure $134,871
 $135,970
 $131,768
 $135,970
Serviced loans and leases        
Automotive Finance $119,667
 $121,480
 $115,630
 $121,480
Mortgage Finance 8,869
 8,294
 9,769
 8,294
Corporate Finance 3,467
 2,991
 3,467
 2,991
Corporate and Other 2,428
 2,757
 2,255
 2,757
Total serviced loans and leases $134,431
 $135,522
 $131,121
 $135,522
(a)Includes $2.4$2.3 billion and $2.8 billion of consumer mortgage loans in our legacy mortgage portfolio at JuneSeptember 30, 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.
The risks inherent in our loan and lease exposures are largely driven by changes in the overall economy, used vehicle and housing price levels, unemployment levels, and their impact to our borrowers. The potential financial statement impact of these exposures varies depending on the accounting classification and future expected disposition strategy. We retain the majority of our automotive loans as they complement our core business model, but we do sell loans from time to time on an opportunistic basis. We ultimately manage the associated risks based on the underlying economics of the exposure. Our lease residual risk, which may be more volatile than credit risk in stressed macroeconomic scenarios, has declined with the decrease in the lease portfolio.
Since the end of 2014, we have experienced growth in our consumer retail automotive loan portfolio and a significant reduction in lease assets. This shift in our portfolio mix has contributed to an increase in provision expense for loan losses. Consumer lease residuals are not included in the allowance for loan losses as changes in the expected residual values on consumer leases are included in depreciation expense over the remaining life of the lease. Our risk to future fluctuations in used vehicle values is diminishing as our lease assets have declined materially and will continue to decline as the number of lease terminations continues to outpace lease originations. All leases are exposed to potential reductions in used vehicle values, while only those loans where we take possession of the vehicle are affected by potential

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Ally Financial Inc. • Form 10-Q


reductions in used vehicle values. Operating lease assets, net of accumulated depreciation, decreased $1.8$2.5 billion to $9.7$8.9 billion at JuneSeptember 30, 2017, from $11.5 billion at December 31, 2016.
Credit Risk Management
Credit risk is defined as the risk of loss arising from an obligor not meeting its contractual obligations to Ally. Therefore, credit risk is a major source of potential economic loss to us.Ally. Credit risk is monitored by several groups and functions throughout the organization, including enterprise and line of business committees and the risk management function. Together, they oversee credit decisioning, account servicing activities, and credit risk management processes, and monitor credit risk exposures to ensure they are managed in a safe-and-sound manner and are within our risk appetite. In addition, our Loan Review Group provides an independent assessment of the quality of our credit portfolios and credit risk management practices, and directly reports its findings to the RCCRC and the Ally Financial Inc. General Auditor on a regular basis.
To mitigate risk, we have implemented specific policies and practices across all lines of business, utilizing both qualitative and quantitative analyses. This reflects our commitment to maintain an independent and ongoing assessment of credit risk and credit quality. Our policies require an objective and timely assessment of the overall quality of the consumer and commercial loan and lease portfolios. This includes the identification of relevant trends that affect the collectability of the portfolios, segments of the portfolios that are potential problem areas, loans and leases with potential credit weaknesses, and the assessment of the adequacy of internal credit risk policies and procedures to ensure and monitor compliance with relevant laws and regulations. Our consumer and commercial loan and lease portfolios are subject to regular stress tests that are based on plausible, but unexpected, economic scenarios to ensure that we can withstand a severe economic downturn. In addition, we establish and maintain underwriting policies and guardrails across our portfolios and higher risk segments (e.g., nonprime) based on our risk appetite.
Another important aspect to managing credit risk involves the need to carefully monitor and manage the performance and pricing of our loan products to ensure that we generate appropriate risk-adjusted returns and are adequately compensated for the risk we are taking. When considering pricing, various granular risk-based factors are considered such as expected loss rates, loss volatility, anticipated operating costs, and targeted returns on equity. We carefully monitor credit losses and trends in credit losses in conjunction with pricing at contract inception. While we have seen an increase in provision expense and charge-offs in our consumer automotive loan portfolio over the past year in part due to deteriorating credit performance in our lower credit tiers, this increase was also a result of a deliberate shift in origination mix designed to achieve a higher risk-adjusted return.returns. We continue to closely monitor our loan performance and profitability performance in light of forecasted economic conditions, and manage credit risk and expectations of losses in the portfolio.
We manage credit risk based on the risk profile of the borrower, the source of repayment, the underlying collateral, and current market conditions. We monitor the credit risk profile of individual borrowers and the aggregate portfolio of borrowers either within a designated geographic region or a particular product or industry segment. We perform quarterly analyses of the consumer automotive, consumer mortgage, and commercial portfolios using a range of indicators to assess the adequacy of the allowance for loan losses based on historical and current trends. Refer to Note 8 to the Condensed Consolidated Financial Statements for additional information.
Additionally, we utilize numerous collection strategies to mitigate loss and provide ongoing support to customers in financial distress. For automotive loans, we work with customers when they become delinquent on their monthly payment. In lieu of repossessing their vehicle, we may offer several types of assistance to aid our customers based on their willingness and ability to repay their loan. Loss mitigation may include extension of the loan maturity date and rewriting the loan terms. For mortgage loans, as part of certain programs, we offer mortgage loan modifications to qualified borrowers. These programs are in place to provide support to our mortgage customers in financial distress, including principal forgiveness, maturity extensions, delinquent interest capitalization, and changes to contractual interest rates.
Due to the high level of hurricane activity in the third quarter, we identified over half a million consumer automotive loan customers that resided in areas that may have been affected by hurricane activity. Within our loan and lease portfolios, hurricane activity most notably impacted our automotive finance borrowers in the states of Texas and Florida during the three months ended September 30, 2017. In response to these events, we placed a temporary moratorium on collection activities, including repossession, and have offered flexibility to borrowers through granting payment extensions that have generally ranged from 30 to 90 days. We continue to actively work with borrowers to assess and manage individual circumstances and to monitor and manage credit risk. We have also offered temporary assistance programs to impacted borrowers in our mortgage lending portfolio including special forbearances and a moratorium on certain fees and default activities. Additionally, in partnership with our dealer network, we took actions to ensure that vehicle inventory was moved to safer locations, which reduced exposure to loss from weather-related events.
Furthermore, we manage our counterparty credit exposure based on the risk profile of the counterparty. Within our policies we have established standards and requirements for managing counterparty risk exposures in a safe-and-sound manner. Counterparty credit risk is derived from multiple exposure types, including derivatives, securities trading, securities financing transactions, financial futures, cash balances (e.g., due from depository institutions, restricted accounts, and cash equivalents), and investment in debt securities. For more information on derivative counterparty credit risk, refer to Note 19 to the Condensed Consolidated Financial Statements.
We closely monitor macro-economic trends given the nature of our business and the potential impacts on our exposure to credit risk. During the three months and sixnine months ended JuneSeptember 30, 2017, the U.S. economy continued to modestly expand and consumer confidence remained strong. The labor market remained healthy during the period, with nonfarm payrolls increasing and the annual unemployment rate falling to 4.4%4.2% as of JuneSeptember 30, 2017. Within the U.S. automotive market, new light vehicle sales have moderated from historic highs, and were down

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Ally Financial Inc. • Form 10-Q


modestly year over year at a Seasonally Adjusted Annual Rate of 16.617.1 million for the three months ended JuneSeptember 30, 2017. We continue to experience downward pressure on used vehicle values and expect that to continue throughout 2017.
On-balance Sheet Portfolio
Our on-balance sheet portfolio includes both finance receivables and loans, and loans held-for-sale. At JuneSeptember 30, 2017, this primarily included $105.6103.1 billion of automotive finance receivables and loans and $11.312.0 billion of consumer mortgage finance receivables and loans. Our Mortgage Finance operations consist of the management of our held-for-investment mortgage loan portfolio which includes bulk purchases of high-quality jumbo and LMI mortgage loans.loans originated by third parties. In late 2016, we introduced directdirect-to-consumer mortgage originations consisting of jumbo mortgage loans that are originated as held-for-investment and conforming mortgage loans that are originated as held-for-sale.

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Ally Financial Inc. • Form 10-Q


The following table presents our total on-balance sheet consumer and commercial finance receivables and loans.
 Outstanding Nonperforming (a) Accruing past due 90 days or more Outstanding Nonperforming (a) Accruing past due 90 days or more
($ in millions) June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Consumer                        
Finance receivables and loans                        
Loans at gross carrying value $78,068
 $76,843
 $632
 $697
 $
 $
 $79,092
 $76,843
 $661
 $697
 $
 $
Loans held-for-sale 3
 
 
 
 
 
 9
 
 
 
 
 
Total consumer loans (b) 78,071
 76,843
 632
 697
 
 
 79,101
 76,843
 661
 697
 
 
Commercial                        
Finance receivables and loans                        
Loans at gross carrying value 42,460
 42,101
 151
 122
 
 
 39,779
 42,101
 146
 122
 
 
Loans held-for-sale 14
 
 
 
 
 
 9
 
 
 
 
 
Total commercial loans 42,474

42,101

151

122




 39,788

42,101

146

122




Total on-balance sheet loans $120,545
 $118,944
 $783
 $819
 $
 $
 $118,889
 $118,944
 $807
 $819
 $
 $
(a)
Includes nonaccrual TDR loans of $273$274 million and $286 million at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(b)
Includes outstanding CSG loans of $7.0 billion and $6.7 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively, and RV loans of $1.8 billion and $1.7 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively.
Total on-balance sheet loans outstanding at JuneSeptember 30, 2017, increaseddecreased $1.6 billion55 million to $120.5118.9 billion from December 31, 2016, reflecting an increasea decrease of $1.2 billion$2,313 million in the consumercommercial portfolio and an increase of $373$2,258 million in the consumer portfolio. The decrease in commercial portfolio.on-balance sheet loans outstanding was primarily due to a reduction in the number of dealer relationships due to the competitive environment across the automotive lending market, as well as seasonality and lower dealer inventory levels. The increase in consumer on-balance sheet loans was primarily due to the execution of bulk loan purchases in our Mortgage Finance portfolio, and our consumer automotive loan originations which outpaced portfolio runoff. Additionally, the consumer automotive loan portfolio increased as a result of our election to not renew a retail automotive credit conduit facility and the related purchase of approximately $521 million of retail automotive loans. The increase in commercial on-balance sheet loans outstanding was primarily due to the growth in our Corporate Finance portfolio in line with our business strategy, as well as the ongoing demand for automotive dealer term loans.
Total TDRs outstanding at JuneSeptember 30, 2017, increased $27$52 million to $690$715 million from December 31, 2016.2016. The increase was primarily driven by our retail automotive loan portfolio where we experienced a deliberate shift in our loan origination profile to achieve higher risk-adjusted returns, hurricane activity that occurred during the three months ended September 30, 2017, and overall loan portfolio growth, partially offset by sales of certain previously written-down retail automotive loans related to consumers in Chapter 13 bankruptcy. Refer to Note 8 to the Condensed Consolidated Financial Statements for additional information.
Total nonperforming loans at JuneSeptember 30, 2017, decreased $3612 million to $783807 million from December 31, 2016, reflecting a decrease of $65$36 million of consumer nonperforming loans and an increase of $29$24 million of commercial nonperforming loans. The decrease in total consumer nonperforming loans from December 31, 2016, was primarily due to the seasonal trends within the consumer automotive portfolio and the sale of certain consumer automotive loans in Chapter 13 bankruptcy status, partially offset by anthe changing composition of the portfolio due to our underwriting strategy to originate consumer automotive assets across a broad risk spectrum. The increase in thetotal commercial automotive portfoliononperforming loans was primarily due to the downgrade of five accounts.ten accounts within the commercial automotive portfolio. Nonperforming loans include finance receivables and loans on nonaccrual status when the principal or interest has been delinquent for 90 days or when full collection is determined not to be probable. Refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K for additional information.

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Ally Financial Inc. • Form 10-Q


The following table includes consumer and commercial net charge-offs from finance receivables and loans at gross carrying value and related ratios.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
 Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a)
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Consumer $199
 $152
 1.0% 0.8% $452
 $331
 1.2% 0.9% $243
 $213
 1.2% 1.1% $695
 $544
 1.2% 1.0%
Commercial 
 
 
 
 
 
 
 
 10
 
 0.1
 
 10
 
 
 
Total finance receivables and loans at gross carrying value $199
 $152
 0.7
 0.5
 $452
 $331
 0.8% 0.6% $253
 $213
 0.8
 0.8
 $705
 $544
 0.8
 0.6
(a)Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
Net charge-offs were $199$253 million and $452$705 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $152213 million and $331$544 million for the three months and sixnine months ended JuneSeptember 30, 2016. The increaseincreases during the three months and sixnine months ended JuneSeptember 30, 2017, waswere driven by the seasoning of recent vintages reflecting our underwriting strategy to originate consumer automotive assets across a broad risk spectrum and expand our risk-adjusted returns, as well as lower average sales proceeds on repossessed vehicles.

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Ally Financial Inc. • Form 10-Q


The following discussions titled Consumer Credit Portfolio and Commercial Credit Portfolio relate to consumer and commercial finance receivables and loans recorded at gross carrying value. Finance receivables and loans recorded at gross carrying value have an associated allowance for loan losses.
Consumer Credit Portfolio
During the three months and sixnine months ended JuneSeptember 30, 2017, the credit performance of the consumer portfolio reflected both our underwriting strategy to originate consumer automotive assets across a broad risk spectrum, including used, higher LTV, extended term, Growth channel, nonprime, and nonsubvented finance receivables and loans in order to generate a more profitable mix of business with appropriate risk-adjusted returns, as well as our bulk loan purchases and directdirect-to-consumer mortgage originations of high-quality jumbo and LMI mortgage loans. Within our consumer automotive portfolio, the performance in the lower credit tiers has deteriorated relative to initial expectations at the time of origination. The carrying value of our nonprime consumer automotive loans before allowance for loan losses represented approximately 13.6%13.3% of our total consumer automotive loans at JuneSeptember 30, 2017, compared to approximately 13.8% at December 31, 2016. For information on our consumer credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K.
The following table includes consumer finance receivables and loans recorded at gross carrying value.
 Outstanding Nonperforming (a) Accruing past due 90 days or more Outstanding Nonperforming (a) Accruing past due 90 days or more
($ in millions) June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Consumer automotive (b) (c) $66,774
 $65,793
 $540
 $598
 $
 $
 $67,077
 $65,793
 $573
 $598
 $
 $
Consumer mortgage                        
Mortgage Finance 8,866
 8,294
 9
 10
 
 
 9,760
 8,294
 7
 10
 
 
Mortgage — Legacy 2,428
 2,756
 83
 89
 
 
 2,255
 2,756
 81
 89
 
 
Total consumer finance receivables and loans $78,068
 $76,843
 $632
 $697
 $
 $
 $79,092
 $76,843
 $661
 $697
 $
 $
(a)
Includes nonaccrual TDR loans of $205$199 million and $240 million at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(b)
Includes $28$24 million and $43 million of fair value adjustment for loans in hedge accounting relationships at JuneSeptember 30, 2017, and December 31, 2016, respectively. Refer to Note 19 to the Condensed Consolidated Financial Statements for additional information.
(c)
Includes outstanding CSG loans of $7.0 billion and $6.7 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively, and RV loans of $1.8 billion and $1.7 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively.
Total consumer outstanding finance receivables and loans increased $1.22.2 billion at JuneSeptember 30, 2017, compared with December 31, 2016. The increase in the Mortgage Finance portfolio was primarily due to the execution of bulk loan purchases, partially offset by portfolio runoff. The increase in consumer automotive finance receivables and loans was primarily related to our loan originations which outpaced portfolio runoff. Additionally, the consumer automotive loan portfolio increased as a result of our election to not renew a retail automotive credit conduit facility during the second quarter of 2017 and the related purchase of approximately $521 million of retail automotive loans. The increase in consumer mortgage finance receivables and loans was primarily due to growth in the Mortgage Finance portfolio due to the execution of bulk loan purchases, partially offset by runoff within the total mortgage portfolio.
Total consumer nonperforming finance receivables and loans at JuneSeptember 30, 2017, decreased $6536 million to $632661 million from December 31, 2016, reflecting a decrease of $58$25 million of consumer automotive finance receivables and loans and a decrease of $7$11 million

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Ally Financial Inc. • Form 10-Q


of consumer mortgage nonperforming finance receivables and loans. The decrease in nonperforming consumer automotive finance receivables and loans was primarily due to seasonal trends and the sale of certain consumer automotive loans in Chapter 13 bankruptcy status.status, partially offset by the changing composition of the portfolio due to our underwriting strategy to originate consumer automotive assets across a broad risk spectrum. The decrease in nonperforming consumer mortgage finance receivables and loans was primarily due to continued improvement in thea strong macroeconomic environment, including increases in the house price index and low interest rates, as well as the liquidation of certain nonperforming accounts.environment. Refer to Note 8 to the Condensed Consolidated Financial Statements for additional information. Nonperforming consumer finance receivables and loans as a percentage of total outstanding consumer finance receivables and loans were 0.8% and 0.9% at JuneSeptember 30, 2017, and December 31, 2016, respectively.
Consumer automotive loans accruing and past due 30 days or more decreased $349$117 million to $1.8$2.0 billion at JuneSeptember 30, 2017, compared with December 31, 2016, primarily due to seasonal trends.

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Ally Financial Inc. • Form 10-Q


The following table includes consumer net charge-offs from finance receivables and loans at gross carrying value and related ratios.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
 Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a)
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Consumer automotive $199
 $148
 1.2% 0.9% $450
 $321
 1.4% 1.0% $242
 $219
 1.4% 1.4 % $692
 $540
 1.4% 1.1%
Consumer mortgage                                
Mortgage Finance 1
 
 
 
 1
 
 
 
Mortgage — Legacy 
 4
 
 0.5
 2
 10
 0.1
 0.6
 
 (6) 
 (0.9) 2
 4
 0.1
 0.1
Total consumer finance receivables and loans $199
 $152
 1.0
 0.8
 $452
 $331
 1.2
 0.9
 $243
 $213
 1.2
 1.1
 $695
 $544
 1.2
 1.0
(a)Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
Our net charge-offs from total consumer finance receivables and loans were $199$243 million and $452$695 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to $152$213 million and $331$544 million for the three months and sixnine months ended JuneSeptember 30, 2016. The increaseincreases during the three months and sixnine months ended JuneSeptember 30, 2017, waswere driven by the seasoning of recent vintages reflecting our underwriting strategy to originate consumer automotive assets across a broad risk spectrum and expand our risk-adjusted returns, as well as lower average sales proceeds on repossessed vehicles. The increases were partially offset by our limited collection actions and extension program for borrowers within the hurricane-affected areas that likely delayed potential losses during the three months ended September 30, 2017.
The following table summarizes total consumer loan originations for the periods shown. Total consumer loan originations include loans classified as finance receivables and loans and loans held-for-sale during the period.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Consumer automotive $7,484
 $8,516
 $15,425
 $16,724
 $7,218
 $8,355
 $22,643
 $25,079
Consumer mortgage (a) 41
 3
 44
 7
 87
 
 131
 7
Total consumer loan originations $7,525
 $8,519
 $15,469
 $16,731
 $7,305
 $8,355
 $22,774
 $25,086
(a)
Includes $20$49 million and $23$72 million of loans originated as held-for-sale for the three months and sixnine months ended JuneSeptember 30, 2017.2017, respectively.
Total automotive-originated loans decreased $1.0$1.1 billion and $1.3$2.4 billion for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016, as we2016. The decreases were primarily due to lower volume in the GM and Chrysler channels and our continued to focus on selective originations based on improved risk-adjusted returns.

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The following table shows the percentage of total consumer finance receivables and loans recorded at gross carrying value by state concentration. Total consumer automotive loans were $66.867.1 billion and $65.8 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively. Total mortgage and home equity loans were $11.3$12.0 billion and $11.1 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively.


June 30, 2017 (a)
December 31, 2016
September 30, 2017 (a)
December 31, 2016

Consumer automotive
Consumer mortgage
Consumer automotive
Consumer mortgage
Consumer automotive
Consumer mortgage
Consumer automotive
Consumer mortgage
Texas
13.4%
6.7%
13.6%
6.6%
13.3%
6.8%
13.6%
6.6%
California
8.0

34.3

7.8

34.2

8.1

34.1

7.8

34.2
Florida 8.3
 4.5
 8.2
 4.4
 8.3
 4.8
 8.2
 4.4
Pennsylvania
4.6

1.4

4.7

1.5

4.6

1.4

4.7

1.5
Illinois
4.2

3.2

4.3

3.4

4.2

3.3

4.3

3.4
Georgia
4.3

2.3

4.3

2.2

4.2

2.4

4.3

2.2
North Carolina
3.7

1.7

3.6

1.6

3.7

1.7

3.6

1.6
Ohio
3.5

0.5

3.5

0.5

3.5

0.4

3.5

0.5
New York
3.1

1.9

3.2

1.9

3.1

2.1

3.2

1.9
Missouri
2.9

1.1

2.8

1.2

2.9

1.0

2.8

1.2
Other United States
44.0

42.4

44.0

42.5

44.1

42.0

44.0

42.5
Total consumer loans 100.0% 100.0% 100.0% 100.0% 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 JuneSeptember 30, 2017.
We monitor our consumer loan portfolio for concentration risk across the states in which we lend. The highest concentrations of consumer loans are in Texas and California, which represented an aggregate of 24.3% and 24.2% of our total outstanding consumer finance receivables

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and loans at both JuneSeptember 30, 2017, and December 31, 2016., respectively. Our consumer mortgage loan portfolio concentration within California, which is primarily composed of high-quality jumbo mortgage loans, generally aligns to the California share of jumbo mortgages nationally.
Repossessed and Foreclosed Assets
We classify an asset as repossessed or foreclosed (included in other assets on the Condensed Consolidated Balance Sheet) when physical possession of the collateral is taken. We dispose of the acquired collateral in a timely fashion in accordance with regulatory requirements. For more information on repossessed and foreclosed assets, refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K.
Repossessed consumer automotive loan assets in our Automotive Finance operations at JuneSeptember 30, 2017, decreased $25$8 million to $110$127 million from December 31, 2016. Foreclosed mortgage assets at JuneSeptember 30, 2017, remained flat at $13decreased $2 million as compared to $11 million from December 31, 2016.
Commercial Credit Portfolio
During the three months and sixnine months ended JuneSeptember 30, 2017, the credit performance of the commercial portfolio remained strong, as nonperforming finance receivables and loans and net charge-offs realized remained relatively low and no net charge-offs were realized.low. For information on our commercial credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K.

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Ally Financial Inc. • Form 10-Q


The following table includes total commercial finance receivables and loans reported at gross carrying value.
 Outstanding Nonperforming (a) Accruing past due 90 days or more Outstanding Nonperforming (a) Accruing past due 90 days or more
($ in millions) June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Commercial and industrial                        
Automotive $34,782
 $35,041
 $75

$33

$

$
 $31,985
 $35,041
 $78

$33

$

$
Other (b) 3,620
 3,248
 69

84




 3,774
 3,248
 61

84




Commercial real estate — Automotive 4,058
 3,812
 7

5




 4,020
 3,812
 7

5




Total commercial finance receivables and loans $42,460
 $42,101
 $151
 $122
 $
 $
 $39,779
 $42,101
 $146
 $122
 $
 $
(a)
Includes nonaccrual TDR loans of $68$75 million and $46 million at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(b)Other commercial primarily includes senior secured commercial lending.
Total commercial finance receivables and loans outstanding increaseddecreased $359 million2.3 billion from December 31, 2016, to $42.5$39.8 billion at JuneSeptember 30, 2017. The increasedecrease was primarily due to the growth in our Corporate Finance portfolio in line with our business strategy, as well as the ongoing demand for automotive dealer term loans. This increase was partially offset by a small reduction in the number of dealer relationships, due to the competitive environment across the automotive lending market.market, as well as seasonality and lower dealer inventory levels. This decrease was slightly offset by the ongoing demand for automotive dealer term loans and from growth in our Corporate Finance portfolio in line with our business strategy.
Total commercial nonperforming finance receivables and loans were $151$146 million at JuneSeptember 30, 2017, reflecting an increase of $29$24 million when compared to December 31, 2016. The increase was primarily due to the downgrade of fiveten accounts within the commercial automotive portfolio,portfolio. This increase was partially offset by a decrease in the Corporate Finance portfolio primarily due to the payoff of one account. Credit performance withinaccount and the Corporate Finance portfolio remains strong as impaired loans declined to 1.9%recognition of a partial charge-off on one account that was restructured during the portfolio at June 30, 2017, as compared to 2.6% at December 31, 2016. Additionally, there were no net charge-offs within the Corporate Finance portfolio during both the three months and six months ended June 30, 2017, and 2016.period. Nonperforming commercial finance receivables and loans as a percentage of outstanding commercial finance receivables and loans increased slightly to 0.4% at JuneSeptember 30, 2017, compared to 0.3% at December 31, 2016.
The following table includes total commercial net charge-offs from finance receivables and loans at gross carrying value and related ratios.
  Three months ended September 30, Nine months ended September 30,
  Net charge-offs Net charge-off ratios (a) Net charge-offs Net charge-off ratios (a)
($ in millions) 2017 2016 2017 2016 2017 2016 2017 2016
Commercial and industrial                
Automotive $1
 $
 % % $1
 $
 % %
Other 9
 
 1.0
 
 9
 
 0.3
 
Total commercial finance receivables and loans $10
 $
 0.1
 
 $10
 $
 
 
(a)Net charge-off ratios are calculated as annualized net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.
Our net charge-offs from total commercial finance receivables and loans resulted in no net charge-offswere $10 million for both the three months and sixnine months ended JuneSeptember 30, 2017, compared to no net charge-offs for the same periods in 2016. The increases in the three months and 2016.nine months ended September 30, 2017, were primarily driven by one account within the Corporate Finance portfolio that was restructured during the period, resulting in the recognition of a partial charge-off.
Commercial Real Estate
The commercial real estate portfolio consists of finance receivables and loans issued primarily to automotive dealers. Commercial real estate finance receivables and loans were $4.1$4.0 billion and $3.8 billion at JuneSeptember 30, 2017, and December 31, 2016, respectively.

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Ally Financial Inc. • Form 10-Q


The following table presents the percentage of total commercial real estate finance receivables and loans by state concentration. These finance receivables and loans are reported at gross carrying value.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Texas 15.7% 16.1% 16.0% 16.1%
Florida 10.5
 10.2
 9.4
 10.2
California 8.5
 7.9
 8.5
 7.9
Michigan 7.4
 7.6
 7.6
 7.6
New Jersey 3.8
 4.2
 3.8
 4.2
Georgia 3.7
 3.6
South Carolina 3.7
 2.7
 3.7
 2.7
North Carolina 3.5
 3.6
 3.6
 3.6
Georgia 3.4
 3.6
Pennsylvania 3.2
 3.1
 3.2
 3.1
Missouri 2.5
 2.5
 2.5
 2.5
Other United States 37.8
 38.5
 38.0
 38.5
Total commercial real estate finance receivables and loans 100.0% 100.0% 100.0% 100.0%
Commercial Criticized Exposure
Finance receivables and loans classified as special mention, substandard, or doubtful are reported as criticized. These classifications are based on regulatory definitions and generally represent finance receivables and loans within our portfolio that have a higher default risk or have already defaulted. These finance receivables and loans require additional monitoring and review including specific actions to mitigate our potential loss.
Total criticized exposures increased $153$95 million from December 31, 2016, to $2.8 billion at JuneSeptember 30, 2017. The increase was primarily due to the Corporate Finance portfolio and is in line with the overall growth in Corporate Finance loan balances.
The following table presents the percentage of total commercial criticized finance receivables and loans by industry concentration. These finance receivables and loans within our automotive and Corporate Finance portfolios are reported at gross carrying value.

June 30, 2017 December 31, 2016
September 30, 2017 December 31, 2016
Industry







Automotive
78.2%
81.2%
75.5%
81.2%
Services
6.5

6.3

7.4

6.3
Health/Medical
3.7

2.3

3.8

2.3
Other
11.6

10.2

13.3

10.2
Total commercial criticized finance receivables and loans 100.0% 100.0% 100.0% 100.0%

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


Allowance for Loan Losses
The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans.
Three months ended June 30, 2017 ($ in millions)

Consumer automotive
Consumer mortgage
Total consumer
Commercial
Total
Allowance at April 1, 2017
$941

$86

$1,027

$128

$1,155
Charge-offs (a)
(290)
(6)
(296)


(296)
Recoveries
91

6

97



97
Net charge-offs
(199)


(199)


(199)
Provision for loan losses
260

(3)
257

12

269
Allowance at June 30, 2017
$1,002

$83

$1,085

$140

$1,225
Allowance for loan losses to finance receivables and loans outstanding at June 30, 2017 (b)
1.5%
0.7%
1.4%
0.3%
1.0%
Net charge-offs to average finance receivables and loans outstanding for the three months ended June 30, 2017
1.2%
%
1.0%
%
0.7%
Allowance for loan losses to total nonperforming finance receivables and loans at June 30, 2017 (b)
185.6%
89.6%
171.6%
92.5%
156.3%
Ratio of allowance for loan losses to annualized net charge-offs at June 30, 2017
1.3

n/m

1.4

n/m

1.5
Three months ended September 30, 2017 ($ in millions)

Consumer automotive
Consumer mortgage
Total consumer
Commercial
Total
Allowance at July 1, 2017
$1,002

$83

$1,085

$140

$1,225
Charge-offs (a)
(327)
(7)
(334)
(10)
(344)
Recoveries
85

6

91



91
Net charge-offs
(242)
(1)
(243)
(10)
(253)
Provision for loan losses
314



314



314
Other


(1)
(1)
1


Allowance at September 30, 2017
$1,074

$81

$1,155

$131

$1,286
Allowance for loan losses to finance receivables and loans outstanding at September 30, 2017 (b)
1.6%
0.7%
1.5%
0.3%
1.1%
Net charge-offs to average finance receivables and loans outstanding for the three months ended September 30, 2017
1.4%
%
1.2%
0.1%
0.8%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2017 (b)
187.2%
93.0%
174.8%
89.7%
159.3%
Ratio of allowance for loan losses to annualized net charge-offs at September 30, 2017
1.1

23.9

1.2

3.4

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 included in our 2016 Annual Report on Form 10-K for more information regarding our charge-off policies.
(b)Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the gross carrying value.
Three months ended September 30, 2016 ($ in millions)

Consumer automotive
Consumer mortgage
Total consumer
Commercial
Total
Allowance at July 1, 2016
$862

$109

$971

$118

$1,089
Charge-offs (a)
(293)
(10)
(303)


(303)
Recoveries
74

16

90



90
Net charge-offs
(219)
6

(213)


(213)
Provision for loan losses
269

(15)
254

4

258
Allowance at September 30, 2016
$912

$100

$1,012

$122

$1,134
Allowance for loan losses to finance receivables and loans outstanding at September 30, 2016 (b)
1.4%
0.9 %
1.3%
0.3%
1.0%
Net charge-offs to average finance receivables and loans outstanding for the three months ended September 30, 2016
1.4%
(0.2)%
1.1%
%
0.8%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2016 (b)
168.2%
100.4 %
157.6%
109.1%
150.4%
Ratio of allowance for loan losses to annualized net charge-offs at September 30, 2016
1.0

(4.1)
1.2

n/m

1.3
n/m = not meaningful
(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 included in our 2016 Annual Report on Form 10-K for more information regarding our charge-off policies.
(b)Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the gross carrying value.
Three months ended June 30, 2016 ($ in millions)

Consumer automotive
Consumer mortgage
Total consumer
Commercial
Total
Allowance at April 1, 2016
$850

$115

$965

$112

$1,077
Charge-offs (a)
(227)
(9)
(236)
(1)
(237)
Recoveries
79

5

84

1

85
Net charge-offs
(148)
(4)
(152)


(152)
Provision for loan losses
168

(2)
166

6

172
Other (b)
(8)


(8)


(8)
Allowance at June 30, 2016
$862

$109

$971

$118

$1,089
Allowance for loan losses to finance receivables and loans outstanding at June 30, 2016 (c)
1.4%
1.0%
1.3%
0.3%
1.0%
Net charge-offs to average finance receivables and loans outstanding for the three months ended June 30, 2016
0.9%
0.1%
0.8%
%
0.5%
Allowance for loan losses to total nonperforming finance receivables and loans at June 30, 2016 (c)
170.7%
102.1%
158.7%
96.8%
148.4%
Ratio of allowance for loan losses to annualized net charge-offs at June 30, 2016
1.5

7.6

1.6

n/m

1.8
n/m = not meaningful
(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 included in our 2016 Annual Report on Form 10-K 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.

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Ally Financial Inc. • Form 10-Q


Six months ended June 30, 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) (631) (15) (646) 
 (646)
Recoveries 181
 13
 194
 
 194
Net charge-offs (450) (2) (452) 
 (452)
Provision for loan losses 527
 (6) 521
 19
 540
Other (b) (7) 
 (7) 
 (7)
Allowance at June 30, 2017 $1,002
 $83
 $1,085
 $140
 $1,225
Allowance for loan losses to finance receivables and loans outstanding at June 30, 2017 (c) 1.5% 0.7% 1.4% 0.3% 1.0%
Net charge-offs to average finance receivables and loans outstanding for the six months ended June 30, 2017 1.4% % 1.2% % 0.8%
Allowance for loan losses to total nonperforming finance receivables and loans at June 30, 2017 (c) 185.6% 89.6% 171.6% 92.5% 156.3%
Ratio of allowance for loan losses to annualized net charge-offs at June 30, 2017 1.1
 17.3
 1.2
 n/m
 1.4
n/m = not meaningful
Nine months ended September 30, 2017 ($ 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) (958) (22) (980) (10) (990)
Recoveries 266
 19
 285
 
 285
Net charge-offs (692) (3) (695) (10) (705)
Provision for loan losses 841
 (6) 835
 19
 854
Other (b) (7) (1) (8) 1
 (7)
Allowance at September 30, 2017 $1,074
 $81
 $1,155
 $131
 $1,286
Allowance for loan losses to finance receivables and loans outstanding at September 30, 2017 (c) 1.6% 0.7% 1.5% 0.3% 1.1%
Net charge-offs to average finance receivables and loans outstanding for the nine months ended September 30, 2017 1.4% % 1.2% % 0.8%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2017 (c) 187.2% 93.0% 174.8% 89.7% 159.3%
Ratio of allowance for loan losses to annualized net charge-offs at September 30, 2017 1.2
 18.8
 1.2
 9.9
 1.4
(a)
Represents the amount of the gross carrying value directly written off. For consumer and commercial loans, the loss from a charge-off is measured as the difference between the gross carrying value of a loan and the fair value of the collateral, less costs to sell. Refer to Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K for more information regarding our charge-off policies.
(b)Primarily related to the transfer of finance receivables and loans from held-for-investment to held-for-sale.
(c)Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the gross carrying value.
Six months ended June 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Total consumer Commercial Total
Nine months ended September 30, 2016 ($ in millions)
 Consumer automotive Consumer mortgage Total consumer Commercial Total
Allowance at January 1, 2016 $834
 $114
 $948
 $106
 $1,054
 $834
 $114
 $948
 $106
 $1,054
Charge-offs (a) (480) (19) (499) (1) (500) (773) (29) (802) (1) (803)
Recoveries 159
 9
 168
 1
 169
 233
 25
 258
 1
 259
Net charge-offs (321) (10) (331) 
 (331) (540) (4) (544) 
 (544)
Provision for loan losses 375
 5
 380
 12
 392
 644
 (10) 634
 16
 650
Other (b) (26) 
 (26) 
 (26) (26) 
 (26) 
 (26)
Allowance at June 30, 2016 $862
 $109
 $971
 $118
 $1,089
Allowance for loan losses to finance receivables and loans outstanding at June 30, 2016 (c) 1.4% 1.0% 1.3% 0.3% 1.0%
Net charge-offs to average finance receivables and loans outstanding for the six months ended June 30, 2016 1.0% 0.2% 0.9% % 0.6%
Allowance for loan losses to total nonperforming finance receivables and loans at June 30, 2016 (c) 170.7% 102.1% 158.7% 96.8% 148.4%
Ratio of allowance for loan losses to annualized net charge-offs at June 30, 2016 1.3
 5.6
 1.5
 n/m
 1.6
Allowance at September 30, 2016 $912
 $100
 $1,012
 $122
 $1,134
Allowance for loan losses to finance receivables and loans outstanding at September 30, 2016 (c) 1.4% 0.9% 1.3% 0.3% 1.0%
Net charge-offs to average finance receivables and loans outstanding for the nine months ended September 30, 2016 1.1% % 1.0% % 0.6%
Allowance for loan losses to total nonperforming finance receivables and loans at September 30, 2016 (c) 168.2% 100.4% 157.6% 109.1% 150.4%
Ratio of allowance for loan losses to annualized net charge-offs at September 30, 2016 1.3
 n/m
 1.4
 n/m
 1.6
n/m = not meaningful
(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 included in our 2016 Annual Report on Form 10-K 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.
The allowance for consumer loan losses at JuneSeptember 30, 2017, increased $114$143 million compared to JuneSeptember 30, 2016. The increase was primarily driven by higher reserve requirements reflectingour consumer automotive portfolio and reflects the changing composition of the consumer automotive portfolio toour asset mix across a more profitable mix of businessbroader credit spectrum, consistent with Ally’sour underwriting strategy, and higher consumer automotive loan balances. Additionally, we increased the allowance for loan losses by $53 million during the period due to estimated impacts of Hurricanes Harvey and Irma. We utilized a variety of available information to assess our ability to collect outstanding balances from affected customers. Our analysis included factors such as damage to loan collateral, customer insurance coverage and financial hardship, the effects of temporarily offering loan extensions to borrowers and suspending certain collection activities, as well as historical data, market data, and many other factors. We continue to closely monitor available information to evaluate our allowance for loan losses. This increase was partially offset by a decrease in the allowance for loan losses in our Mortgage Legacylegacy mortgage portfolio as it continues to run off.
The allowance for commercial loan losses increased $22 million at June 30, 2017, compared to June 30, 2016, primarily driven by growth experienced in our commercial portfolios, as well as higher specific reserve requirements in our Corporate Finance portfolio.

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


The allowance for commercial loan losses increased $9 million at September 30, 2017, compared to September 30, 2016. The increase was primarily driven by growth experienced in our Corporate Finance portfolio. There was no increase to the allowance for commercial loans during the quarter attributable to the impacts of Hurricanes Harvey and Irma primarily due to insurance coverage requirements maintained by our borrowers and due to proactive risk management activities taken in partnership with our dealer network to safeguard vehicle inventories.
Allowance for Loan Losses by Type
The following table summarizes the allocation of the allowance for loan losses by product type.


2017
2016
2017
2016
June 30, ($ 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
September 30, ($ 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
$1,002

1.5%
81.8%
$862

1.4%
79.2%
$1,074

1.6%
83.5%
$912

1.4%
80.4%
Consumer mortgage
           
           
Mortgage Finance
12

0.1

1.0

18

0.2

1.7

16

0.2

1.2

19

0.2

1.7
Mortgage — Legacy
71

2.9

5.8

91

2.9

8.3

65

2.9

5.1

81

2.8

7.2
Total consumer mortgage
83

0.7

6.8

109

1.0

10.0

81

0.7

6.3

100

0.9

8.9
Total consumer loans
1,085

1.4

88.6

971

1.3

89.2

1,155

1.5

89.8

1,012

1.3

89.3
Commercial



































Commercial and industrial



































Automotive
38

0.1

3.1

31

0.1

2.8

36

0.1

2.8

33

0.1

2.9
Other
76

2.1

6.2

61

2.0

5.6

71

1.9

5.5

65

2.0

5.7
Commercial real estate — Automotive
26

0.6

2.1

26

0.7

2.4

24

0.6

1.9

24

0.6

2.1
Total commercial loans
140

0.3

11.4

118

0.3

10.8

131

0.3

10.2

122

0.3

10.7
Total allowance for loan losses
$1,225

1.0

100.0%
$1,089

1.0

100.0%
$1,286

1.1

100.0%
$1,134

1.0

100.0%
Provision for Loan Losses
The following table summarizes the provision for loan losses by product type.


Three months ended June 30, Six months ended June 30,
Three months ended September 30, Nine months ended September 30,
($ in millions)
2017
2016 2017 2016
2017
2016 2017 2016
Consumer



    



    
Consumer automotive
$260

$168
 $527
 $375

$314

$269
 $841
 $644
Consumer mortgage



    



    
Mortgage Finance
1


 2
 3

4

1
 6
 4
Mortgage — Legacy
(4)
(2) (8) 2

(4)
(16) (12) (14)
Total consumer mortgage
(3)
(2) (6) 5



(15) (6) (10)
Total consumer loans
257

166
 521
 380

314

254
 835
 634
Commercial



    



    
Commercial and industrial



    



    
Automotive
6

1
 6
 2

(1)
2
 5
 4
Other
6

4
 12
 8

2

3
 14
 11
Commercial real estate — Automotive


1
 1
 2

(1)
(1) 
 1
Total commercial loans
12

6
 19
 12



4
 19
 16
Total provision for loan losses
$269

$172
 $540
 $392

$314

$258
 $854
 $650
The provision for consumer loan losses increased $91$60 million and $141$201 million for the three months and sixnine months ended JuneSeptember 30, 2017, respectively, compared to the same periods in 2016. The increases during the three months and sixnine months ended JuneSeptember 30, 2017, were primarily driven by our consumer automotive portfolio where we experienced higher net charge-offs and a largerportfolio. The increase in our allowanceprovision for loan losses year-over-year as a result of our focus on originating a more profitable mix of business across a broad credit spectrum by focusing on risk-adjusted returns. The increase duringfor the sixthree months ended JuneSeptember 30, 2017, was partially offsetprimarily due to estimated impacts of Hurricanes Harvey and Irma, which increased provision expense of our consumer automotive portfolio by a decrease in the Mortgage Legacy portfolio primarily driven by lower net charge-offs year-over-year.
The provision for commercial loan losses was $12$48 million and $19 million for the three months and six months ended June 30, 2017, respectively, compared to $6 million and $12 million for the same periodsincreased provision expense in 2016. The increases during the three months and six monthsour consumer mortgage loan portfolio by $5

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million. Additionally, the increase in provision for loan losses for the nine months ended JuneSeptember 30, 2017, was primarily due to a larger increasehigher net charge-offs in our allowanceconsumer automotive portfolio as a result of our focus on originating across a broader credit spectrum and retail asset growth.
The provision for commercial loan losses year-over-yeardecreased $4 million for the three months ended September 30, 2017, and increased $3 million for the nine months ended September 30, 2017. The decrease during the three months ended September 30, 2017, was primarily driven by specific reserve releases in line with the current period in our commercial automotive portfolio. The increase in nonperformingfor the nine months ended September 30, 2017, was primarily due to higher provision expense for individually impaired loans within our commercial portfolios.the Corporate Finance portfolio, compared to the same period in 2016.
Lease Residual Risk Management
We are exposed to residual risk on vehicles in the consumer lease portfolio. This lease residual risk represents the possibility that the actual proceeds realized upon the sale of returned vehicles will be lower than the projection of these values used in establishing the pricing at lease inception. However, certain automotive manufacturers have provided their guarantee for portions of our residual exposure for lease programs with them. For information on our valuation of automotive lease residuals including periodic revisions through adjustments to depreciation expense based on current and forecasted market conditions, refer to the section titled Critical Accounting EstimatesValuation of Automotive Lease Assets and Residuals within the MD&A included in our 2016 Annual Report on Form 10-K.
Lease Vehicle Terminations and Remarketing
The following table summarizes the volume of lease terminations and average gain per vehicle, as well as our methods of vehicle sales at lease termination, stated as a percentage of total lease vehicle disposals.
 Three months ended June 30, Six months ended June 30, Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Off-lease vehicles terminated (in units)

71,667

76,001
 149,428
 154,821
Average gain per vehicle ($ per unit)

$453

$1,126
 $194
 $909
Off-lease vehicles terminated (in units)

64,465

80,999
 213,893
 235,820
Average gain per vehicle ($ per unit)

$791

$767
 $374
 $860
Method of vehicle sales



    



    
Auction



    



    
Internet
55%
53% 56% 55%
57%
55% 56% 55%
Physical
13

12
 13
 12

11

14
 13
 13
Sale to dealer, lessee, and other
32

35
 31
 33

32

31
 31
 32
The number of off-lease vehicles remarketed during the three months and sixnine months ended JuneSeptember 30, 2017, decreased 6%20% and 3%9%, respectively, compared to the same periods in 2016. The residual risk associated with our operating lease portfolio should continue to decline as the number of lease terminations continues to outpace lease originations as a result of the runoff of our GM lease portfolio.
Average gain per vehicle decreasedincreased for the three months and six months ended JuneSeptember 30, 2017, compared to the same periodsperiod in 2016, but increased indecreased for the second quarter ofnine months ended September 30, 2017, compared to the first quarter of 2017.same period in 2016. The decreases wereincrease for the three months ended September 30, 2017, was primarily due to a more favorable termination mix. The decrease for the nine months ended September 30, 2017, was primarily due to declining used vehicle values, which were more pronounced in the car market. We expect used vehicle values to continue to decline in the near term, and also expect the mix of trucks and sport utility vehicles in our future lease terminations to continue to increase. For more information on our investment in operating leases, refer to Note 9 to the Condensed Consolidated Financial Statements, and Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K.
Lease Portfolio Mix
We monitor the concentration of our outstanding operating leases. The following table presents the mix of leased vehicles by type, based on volume of units.
June 30,
2017
2016
September 30,
2017
2016
Sport utility vehicle
55%
51%
Truck
24

16
Car
24%
36%
21

33
Truck
22

15
Sport utility vehicle
54

49
Market Risk
Our automotive financing, mortgage, and insurance activities give rise to market risk representing the potential loss in the fair value of assets or liabilities and earnings caused by movements in market variables, such as interest rates, foreign-exchange rates, equity prices, market perceptions of credit risk, and other market fluctuations that affect the value of securities, assets held-for-sale, and operating leases. We are exposed to interest rate risk arising from changes in interest rates related to financing, investing, and cash management activities. More specifically, we have entered into contracts to provide financing and to retain various assets related to securitization activities all of

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which are exposed in varying degrees to changes in value due to movements in interest rates. Interest rate risk arises from the mismatch between assets and the related liabilities used for funding. We enter into various financial instruments, including derivatives, to maintain the desired level of exposure to the risk of interest rate and other fluctuations. Refer to Note 19 to the Condensed Consolidated Financial Statements for further information.
We are also exposed to some foreign-currency risk arising from foreign-currency denominated assets and liabilities, primarily in Canada. We enter into hedges to mitigate foreign exchange risk.

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We also have exposure to equity price risk, primarily in our Insurance operations, which invests in equity securities that are subject to price risk influenced by capital market movements. We enter into equity options to economically hedge our exposure to the equity markets. Additionally, we have exposure to equity price risk related to certain share-based compensation programs.
Although the diversity of our activities from our complementary lines of business may partially mitigate market risk, we also actively manage this risk. We maintain risk management control systems to monitor interest rates, foreign-currency exchange rates, equity price risks, and any of their related hedge positions. Positions are monitored using a variety of analytical techniques including market value, sensitivity analysis, and value at risk models.
Net Financing Revenue Sensitivity Analysis
Interest rate risk represents our most significant exposure to market risk. We actively monitor the level of exposure so that movements in interest rates do not adversely affect future earnings. We use net financing revenue sensitivity analysis as our primary metric to measure and manage the interest rate sensitivities of our financial instruments.
We prepare our forward-looking baseline forecasts of net financing revenue taking into consideration anticipated future business growth, asset/liability positioning, and interest rates based on the implied forward curve. During the first quarter of 2017 we implemented a dynamic pass-through modeling assumption on our retail liquid products deposits portfolio, whereby deposit pass-through levels increase as the absolute level of market interest rates rise. As a result, our baseline forecast assumes a medium-term deposit beta of 30% to 50%, steadily increasing to approximately 75% over the longer term. We continually monitor industry and competitive repricing activity along with other market factors when contemplating deposit pricing actions.
Simulations are used to assess changes in net financing revenue in multiple interest rates scenarios relative to the baseline forecast. The changes in net financing revenue relative to the baseline are defined as the sensitivity. Our simulation incorporates contractual cash flows and repricing characteristics for all assets, liabilities and off-balance sheet exposures and incorporates the effects of changing interest rates on the prepayment and attrition rates of certain assets and liabilities. The analysis is highly dependent upon a variety of assumptions including the repricing characteristics of deposits with non-contractual maturities. Our simulation does not assume any specific future actions are taken to mitigate the impacts of changing interest rates. Relative to our baseline forecast, which is based on the implied forward curve, our net financing revenue over the next twelve months would increase by $6$19 million if interest rates remain unchanged.
The net financing revenue sensitivity tests measure the potential change in our pretax net financing revenue over the following twelve months. A number of alternative rate scenarios are tested, including immediate and gradual parallel shocks to both current spot rates and the market forward curve. We also evaluate nonparallel shocks to interest rates and stresses to certain term points on the yield curve in isolation to capture and monitor a number of risk types.
Our twelve-month pretax net financing revenue sensitivity based on the market forward-curve was as follows.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Change in interest rates ($ in millions)
 Instantaneous Gradual (a) Instantaneous Gradual (a) Gradual (a) Instantaneous Gradual (a) Instantaneous
-100 basis points $53
 $8
 $46
 $(14) $12
 $43
 $(14) $46
+100 basis points (69) (12) (62) (2) (1) (62) (2) (62)
+200 basis points (277) (67) (153) (19) (50) (261) (19) (153)
(a)Gradual changes in interest rates are recognized over 12 months.
The implied forward rate curve has flattened since December 31, 2016, as short-end rates have increased and long-end rates have decreased. The impact of this change is reflected in our baseline net financing revenue projections. We remain moderately liability-sensitive as of JuneSeptember 30, 2017, in the upward interest rate shock scenarios as our simulation models assume liabilities will initially reprice faster than assets. The shift to a more liability-sensitive positionExposure in the +100 shock scenario is largely unchanged as of JuneSeptember 30, 2017, is primarily due to growthas positive impacts from changes in our investment securitiesfunding mix and fixed-rate automotive loan portfolios, partiallydeposit repricing assumptions were offset by higher variable-rate commercial loan balances. In addition, changes to our off-balance sheetderivative hedging position that increased liability sensitivity during the period. The exposure in the +200 interest rate shock has increased largely as a result of our assumption that deposit repricing assumptions.pass-through levels increase with higher interest rates.
The exposure in the downward interest rate shock scenario continues to benefit net financing revenue as of JuneSeptember 30, 2017.
The future repricing behavior of retail deposit liabilities, particularly non-maturity deposits, remains a significant driver of interest rate sensitivity. Our upward interest rate shock scenarios assume a longer termlonger-term liquid products deposit beta of approximately 75%. We continue to believe our deposits may ultimately be less sensitive to interest rate changes, which would reduce our overall exposure to rising interest rate

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shocks. Assuming a static liquid products retail deposit beta of 50% would result in a consolidated interest rate risk position that is asset-sensitive in the upward interest rate shock scenarios.

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Our pro-forma rate sensitivity assuming a static 50% deposit pass-through based on the forward-curve was as follows.


June 30, 2017
December 31, 2016
September 30, 2017
December 31, 2016
Change in interest rates ($ in millions)

Instantaneous
Gradual (a)
Instantaneous
Gradual (a)
Gradual (a)
Instantaneous
Gradual (a)
Instantaneous
+100 basis points
$41

$37

$77

$50

$51

$63

$50

$77
+200 basis points
42

65

119

88

90

73

88

119
(a)Gradual changes in interest rates are recognized over 12 months.
Our current liability-sensitive risk position is influenced by the net impact of off balance sheetderivative hedging positions, which continue to generate positive financing revenue in the current interest rate environment. This position includes both receive-fixed interest rate swaps designated as fair value hedges of certain fixed-rate liabilities, including unsecuredassets and fixed-rate debt instruments, and pay-fixed interest rate swaps designated as cash flow hedges of certain floating-rate secured debt instruments. The size, maturity, and mix of our hedging activities changechanges frequently as we adjust our broader asset and liability managementALM objectives.

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Liquidity Management, Funding, and Regulatory Capital
Overview
The purpose of liquidity management is to ensure our ability to meet loan and lease demand, debt maturities, deposit withdrawals, and other cash commitments under both normal operating conditions as well as periods of economic or financial stress. Our primary objective is to maintain cost-effective, stable and diverse sources of funding capable of sustaining the organization throughout all market cycles. Sources of funding include both retail and brokered deposits and secured and unsecured market-based funding across various maturity, interest rate, and investor profiles. Additional liquidity is available through a pool of unencumbered highly liquid securities, borrowing facilities, repurchase agreements, as well as funding programs supported by the FRB and the FHLB of Pittsburgh.
We define liquidity risk as the risk that an institution's financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its financial obligations, and to withstand unforeseen liquidity stress events. Liquidity risk can arise from a variety of institution specific or market-related events that could have a negative impact on cash flows available to the organization. Effective management of liquidity risk helps ensure an organization's preparedness to meet cash flow obligations caused by unanticipated events. Managing liquidity needs and contingent funding exposures has proven essential to the solvency of financial institutions.
The Asset-Liability Committee (ALCO) is chaired by the Corporate Treasurer and is responsible for overseeing our liquidity, funding strategies and plans, contingency funding plans, and counterparty credit exposure arising from financial transactions. Corporate Treasury is responsible for managing our liquidity positions within prudent operating guidelines and targets approved by ALCO and the Risk and Compliance Committee of the Ally Board of Directors.RC. As part of managing liquidity risk, we prepare periodic forecasts depicting anticipated funding needs and sources of funds with oversight and monitoring by the Liquidity Risk group within Corporate Treasury. Corporate Treasury executes our funding strategies and manages liquidity under baseline economic projections as well as more severely stressed macroeconomic environments.
Funding Strategy
Liquidity and ongoing profitability are largely dependent on the timely and cost-effective access to retail deposits and funding in different segments of the capital markets. Our funding strategy largely focuses on the development of diversified funding sources across a broad base of depositors, lenders, and investors to meet liquidity needs throughout different market cycles, including periods of financial distress. These funding sources include retail and brokered deposits, committed credit facilities, public and private asset-backed securitizations, wholesale and retail unsecured debt, FHLB advances, and whole-loan sales. We also supplement these funding sources with a modest amount of short-term borrowings, including demand notes and repurchase arrangements. The diversity of our funding sources enhances funding flexibility, limits dependence on any one source, and results in a more cost-effective funding strategy over the long term. We evaluate funding markets on an ongoing basis to achieve an appropriate balance of unsecured and secured funding sources and maturity profiles.
We diversify our overall funding in order to reduce reliance on any one source of funding and to achieve a well-balanced funding portfolio across a spectrum of risk, duration, and cost-of-funds characteristics. Optimizing funding at Ally Bank continues to be a key part of our long-term liquidity strategy. We optimize our funding sources at Ally Bank by growing retail deposits, maintaining active public and private securitization programs, managing a prudent maturity profile of our brokered deposit portfolio, utilizing repurchase agreements, and continuing to access funds from the FHLB.
Since becoming a BHC in December 2008, a significant portion of asset originations have been directed to Ally Bank in order to reduce parent company exposures and funding requirements, and to utilize our growing consumer deposit-taking capabilities. This has allowed us to use bank funding for a wider array of our automotive finance assets and to provide a sustainable long-term funding channel for the business, while also improving the cost of funds for the enterprise. On March 7, 2016, Ally Bank received approval from the FRB to become a state member bank. Ally Bank is now regulated by the FRB through the Federal Reserve Bank of Chicago, as well as the Utah Department of Financial Institutions. In addition, in connection with the application for membership in the Federal Reserve System, Ally Bank made commitments to the FRB relating to capital, liquidity, and business plan requirements. These commitments arewere consistent with the prior requirements under the now-terminated Capital and Liquidity Maintenance Agreement with the FDIC, including the requirement to maintain capital at a level such that Ally Bank’s Tier 1 leverage ratio iswas at least 15%. For this purpose,
On August 22, 2017, the FRB lifted the capital, liquidity, and business plan commitments that Ally Bank made in connection with its application for membership in the Federal Reserve System, including the commitment to maintain a Tier 1 leverage ratio is determined in accordance withof at least 15%. As a result of this development, during the FRB's regulations related to capital adequacy. Continuation of thethree months ended September 30, 2017, Ally Bank Tier 1 leverage ratio requirement couldpaid a dividend of $2.9 billion to Ally Financial Inc., which was utilized to reduce less cost-efficient borrowings and further restrict balance sheet growth withinenhance our funding profile. We also anticipate an additional $400 million of dividends to be paid from Ally Bank and could unfavorably impact liquidity at AFI. We continue to have ongoing dialogue with our regulators about a more normalized levelAlly Financial Inc. during the fourth quarter of capital maintenance.2017.
Liquidity Risk Management
Multiple metrics are used to frame the level of liquidity risk, manage the liquidity position, and identify related trends. These metrics include coverage ratios and stress tests that measure the sufficiency of the liquidity portfolio, stability ratios that measure longer-term structural liquidity, and concentration ratios that ensure prudent funding diversification. In addition, we have established internal management routines designed to review all aspects of liquidity and funding plans, evaluate the adequacy of liquidity buffers, review stress testing results, and assist management in the execution of its funding strategy and risk management accountabilities.

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We maintain available liquidity in the form of cash, unencumbered highly liquid securities, and available committed credit facility capacity that, taken together, would allow us to operate and to meet our contractual and contingent obligations in the event that market-wide disruptions and enterprise-specific events disrupt normal access to funding. The available liquidity is held at various entities and considers regulatory restrictions and tax implications that may limit our ability to transfer funds across entities. The following table summarizes our total available liquidity.
June 30, 2017 ($ in millions)
  
September 30, 2017 ($ in millions)
  
Unencumbered highly liquid U.S. federal government and U.S. agency securities $14,471
 $12,434
Liquid cash and equivalents 3,953
 4,243
Committed funding facilities    
Total capacity 16,425
 14,675
Outstanding 13,880
 9,530
Unused capacity (a) 2,545
 5,145
Total available liquidity $20,969
 $21,822
(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.
As of JuneSeptember 30, 2017, assuming a long-term capital markets stress, we expect that our available liquidity would allow us to continue to fund all planned loan originations and meet all of our financial obligations for more than 36 months, assuming no issuance of unsecured debt or term securitizations.
In addition, our Modified Liquidity Coverage Ratio exceeded 100% at JuneSeptember 30, 2017. Refer to Note 18 to the Condensed Consolidated Financial Statements and the section titled Regulation and Supervision in Part I, Item 1 of our 2016 Annual Report on Form 10-K for further discussion of our liquidity requirements.
Deposits
Ally Bank gathers retail deposits directly from customers through direct banking via the internet, telephone, mobile, and mail channels. These retail deposits provide our Automotive Finance, Mortgage Finance, and Corporate Finance operations with a stable and low-cost funding source. Retail deposit growth is a key driver of optimizing funding costs and reducing reliance on capital markets-based funding. We believe deposits provide a stable, low-cost source of funds that are less sensitive to interest rate changes, market volatility, or changes in credit ratings when compared to other funding sources. We have continued to expand our deposit gathering efforts through both direct and indirect marketing channels. Current retail deposit offerings consist of a variety of products including CDs, savings accounts, money market accounts, IRA deposit products, as well as an interest checking product. In addition, we utilize brokered deposits, which are obtained through third-party intermediaries, including a deposit related to Ally Invest customer cash balances.
The following table shows Ally Bank's number of accounts and our deposit balances by type as of the end of each quarter since 2016.
2nd Quarter 20171st Quarter 20174th Quarter 20163rd Quarter 20162nd Quarter 20161st Quarter 20163rd Quarter 20172nd Quarter 20171st Quarter 20174th Quarter 20163rd Quarter 20162nd Quarter 20161st Quarter 2016
Number of retail bank accounts (in thousands)
2,474
2,366
2,269
2,203
2,134
2,062
2,603
2,474
2,366
2,269
2,203
2,134
2,062
Deposits ($ in millions)
  
Retail$71,094
$69,971
$66,584
$63,880
$61,239
$58,977
$74,928
$71,094
$69,971
$66,584
$63,880
$61,239
$58,977
Brokered (a)14,937
14,327
12,187
11,570
11,269
10,979
15,045
14,937
14,327
12,187
11,570
11,269
10,979
Other (b)152
188
251
294
294
309
143
152
188
251
294
294
309
Total deposits$86,183
$84,486
$79,022
$75,744
$72,802
$70,265
$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 both June 30, 2017, and March 31,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.
During the first sixnine months of 2017, our deposit base grew $7.2 billion.$11.1 billion. The growth in total deposits has been primarily attributable to our retail deposit portfolio, particularly within savings and money market accounts. Strong retention rates and customer acquisition continue to drive growth in retail deposits. Our brokered deposit portfolio has also continued to grow, driven by the addition of Ally Invest customer cash and an increase in brokered certificates of deposit. Refer to Note 13 to the Condensed Consolidated Financial Statements for a summary of deposit funding by type.
Secured Financings
In addition to building a larger deposit base, secured funding continues to be a significant source of financing. Securitization has proven to be a reliable and cost-effective funding source, and we continue to remain active in the well-established securitization markets to finance our automotive loan products. During the first sixnine months of 2017, we raised $4.8$5.8 billion through the completion of term securitization transactions backed by retail automotive loans and dealer floorplan automotive assets, which includes $1.1 billion through the completion of

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transactions backed by retail automotive loans and dealer floorplan automotive assets, which includes $1.1 billion through the completion of one off-balance sheet securitization transaction backed by retail automotive loans. Additionally, for retail automotive loans and lease notes, the term structure of the transaction locks in funding for a specified pool of loans and leases for the life of the underlying asset, creating an effective tool for managing interest rate and liquidity risk.
We manage secured funding execution risk by maintaining a diverse investor base and available committed credit facility capacity. We have access to private committed funding facilities, the largest of which is a syndicated credit facility of sixteen lenders secured by automotive receivables. This facility can fund automotive retail and dealer floorplan loans, as well as leases. During March 2016, this facility was renewed with $11.0 billion of capacity and the maturity was extended to March 2018. In MarchDuring the nine months ended September 30, 2017, we reduced the capacity of this facility to $10.0$9.5 billion. Refer to the section below titled Recent Funding Developments for further information regarding this facility. In the event this facility is not renewed at maturity, the outstanding debt will be repaid over time as the underlying collateral amortizes. At JuneSeptember 30, 2017, there was $8.5$5.6 billion outstanding under this facility. Our ability to access the unused capacity in the secured facility depends on the availability of eligible assets to collateralize the incremental funding and, in some instances, on the execution of interest rate hedges.
The total capacity in our committed secured funding facilities is provided by banks through private transactions. The committed secured funding facilities can be revolving in nature and allow for additional funding during the commitment period, or they can be amortizing and not allow for any further funding after the closing date. At JuneSeptember 30, 2017, all of our $15.2$14.7 billion of secured committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of JuneSeptember 30, 2017, we had $2.6 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days. In addition to our syndicated revolving credit facility, we also maintain various bilateral and multilateral secured credit facilities that fund our Automotive Finance operations. These are primarily private securitization facilities that fund a specific pool of automotive assets.
We also have access to funding through advances with the FHLB. These advances are primarily secured by consumer mortgage and commercial real estate automotive finance receivables and loans. As of JuneSeptember 30, 2017, we had pledged $17.1$21.4 billion of assets and investment securities to the FHLB resulting in $12.2$16.0 billion in total funding capacity with $10.8$14.0 billion of debt outstanding.
Unsecured Financings
We obtain unsecured funding from the sale of floating-rate demand notes under our Demand Notes program. The holder has the option to require us to redeem these notes at any time without restriction. Demand Notes outstanding were $3.5$3.4 billion at JuneSeptember 30, 2017. We also have short-term and long-term unsecured debt outstanding from retail term note programs. These programs are composed of callable fixed-rate instruments with fixed-maturity dates and floating-rate notes. There were $454$431 million of retail term notes outstanding at JuneSeptember 30, 2017. The remainder of our unsecured debt is composed of institutional term debt. Refer to Note 14 to the Condensed Consolidated Financial Statements for additional information about our outstanding short-term borrowings and long-term unsecured debt.
In December 2016, we closed a private unsecured committed funding facility under which we havehad access to a term facility with a commitment of $850 million, and a revolving facility with a commitment of $400 million. In Januarythe third quarter of 2017, bothwe extinguished the revolving facilitycorresponding debt and term facility were fully drawn, and remain fully drawn asterminated these facilities in order to improve our funding profile through the utilization of June 30, 2017.more cost-efficient funding.
Other Secured and Unsecured Short-term Borrowings
We have access to repurchase agreements. A repurchase agreement is a transaction in which the firm sells financial instruments to a buyer, typically in exchange for cash, and simultaneously enters into an agreement to repurchase the same or substantially the same financial instruments from the buyer at a stated price plus accrued interest at a future date. The financial instruments sold in repurchase agreements include U.S. government and federal agency obligations, and certificated residual interests related to asset-backed securitizations. As of JuneSeptember 30, 2017, we had $1.7$1.2 billion debt outstanding under repurchase agreements.
Additionally, we have access to the FRB Discount Window and can borrow funds to meet short-term liquidity demands. However, the FRB is not a primary source of funding for day to day business. Instead, it is a liquidity source that can be accessed in stressed environments or periods of market disruption. We have assets pledged and restricted as collateral to the FRB totaling $2.4$2.3 billion. We had no debt outstanding with the FRB as of JuneSeptember 30, 2017.
Recent Funding Developments
During the first sixnine months of 2017, we accessed the public and private markets to execute secured funding transactions, whole-loan sales, unsecured funding transactions, and funding facility renewals totaling $7.6$11.2 billion. Key funding highlights from January 1, 2017, to date were as follows:
We closed, renewed, increased, and/or extended $2.6$5.2 billion in U.S. secured credit facilities during the sixnine months ended JuneSeptember 30, 2017.

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We continued to access the public and private term asset-backed securitization markets raising $4.8$5.8 billion during the sixnine months ended JuneSeptember 30, 2017. In the first halfnine months of 2017, we raised approximately $3.4$4.4 billion through securitizations backed by retail automotive loans, which includes $2.3$3.3 billion raised through on-balance sheet public securitizations and $1.1 billion raised through an off-balance sheet public securitization. We also raised $1.4 billion through public securitizations backed by dealer floorplan automotive assets.

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our largest private committed funding facility by $1.5 billion to $8.0 billion.
Funding Sources
The following table summarizes our sources of funding and the amount outstanding under each category for the periods shown.
 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
($ in millions) On-balance sheet funding % Share of funding On-balance sheet funding % Share of funding On-balance sheet funding % Share of funding On-balance sheet funding % Share of funding
Secured financings
$37,600
 26 $43,140
 30
$34,687
 24 $43,140
 30
Institutional term debt and unsecured bank funding
18,046
 12 19,276
 13
16,526
 11 19,276
 13
Retail debt programs (a)
3,911
 3 4,070
 3
3,810
 3 4,070
 3
Total debt (b)
59,557
 41 66,486
 46
55,023
 38 66,486
 46
Deposits
86,183
 59 79,022
 54
90,116
 62 79,022
 54
Total on-balance sheet funding
$145,740
 100 $145,508
 100
$145,139
 100 $145,508
 100
(a)
Includes $454431 million and $448 million of retail term notes at JuneSeptember 30, 2017, and December 31, 2016, respectively.
(b)
Excludes fair value adjustment as described in Note 19 to the Condensed Consolidated Financial Statements.
Refer to Note 14 to the Condensed Consolidated Financial Statements for a summary of the scheduled maturity of long-term debt at JuneSeptember 30, 2017.
Cash Flows
The following summarizes the activity reflected on the Condensed Consolidated Statement of Cash Flows. While this information may be helpful to highlight certain macro trends and business strategies, the cash flow analysis may not be as relevant when analyzing changes in our net earnings and net assets. We believe that in addition to the traditional cash flow analysis, the discussion related to liquidity, dividends, and ALM herein may provide more useful context in evaluating our liquidity position and related activity.
Net cash provided by operating activities was $2.1$3.4 billion for the sixnine months ended JuneSeptember 30, 2017, compared to $2.4$3.6 billion for the same period in 2016. Activity was largely consistent year-over-year, as cash flows from our consumer and commercial lending activities offset declines in our leasing business.
Net cash used in investing activities was $3.3$3.7 billion for the sixnine months ended JuneSeptember 30, 2017, compared to $1.3$2.8 billion for the same period in 2016. The change was the result of an increase in net cash outflows from purchases, sales, maturities, and repayments of available-for-sale securities of $1.9$4.0 billion. Also contributing to the change was an increasea decrease in net cash inflows from operating lease activity of $0.7 billion. This was partially offset by a decrease in net cash outflows from purchases, sales, originations and repayments of finance receivables and loans of $0.6$3.3 billion, as loan originations and purchases outpaced repayments and loan sales during the six months ended June 30, 2017, as well as a decrease in net cash inflows from operating lease activity of $0.5 billion. This was partially offset by an increase of $0.5$0.4 billion in net cash providedused by nonmarketable equity investments due primarily to lower holdings in our investment in FHLB stock in 2017, compared to the purchase of FRB stock in 2016 as well as a decreaserequirement of Ally Bank’s membership in the Federal Reserve System. Additionally, net cash outflows ofdue to acquisitions decreased by $0.3 billion due toas a result of acquisitions in 2016 that did not recur in the current period.
Net cash used in financing activities for the sixnine months ended JuneSeptember 30, 2017, was $0.3$1.2 billion, compared to $1.8$2.9 billion for the sixnine months ended JuneSeptember 30, 2016. The reduction in net cash used in financing activities was primarily attributable to an increase in cash flows associated with deposits of approximately $0.8$1.8 billion, and the nonrecurring net cash outflow of $0.7 billion related to the repurchase and redemption of Series A preferred stock in 2016. This was partially offset by a $0.8 billion increase in cash outflows due to a larger decline in short-term borrowings during the nine months ended September 30, 2017, compared to the same period in 2016, driven by a reduction in FHLB borrowings.
Capital Planning and Stress Tests
As a BHC with $50 billion or more of consolidated assets, Ally is required to conduct semi-annual company-run stress tests, is subject to an annual supervisory stress test conducted by the FRB, and must submit an annual capital plan to the FRB.
Ally’s capital plan must include a description of all planned capital actions over a nine-quarter planning horizon. The capital plan must also include a discussion of how Ally will maintain capital above the minimum regulatory capital ratios under baseline, adverse, and severely adverse economic scenarios, and serve as a source of strength to Ally Bank. The FRB must approve Ally's capital plan before Ally may take any capital action. Even with an approved capital plan, Ally must seek the approval of the FRB before making a capital distribution if, among other factors, Ally would not meet its regulatory capital requirements after making the proposed capital distribution.
As part of the 2016 Comprehensive Capital Analysis and Review (CCAR) process, we received non-objection from the FRB for capital actions which included a quarterly cash dividend of $0.08 per share of our common stock and the ability to repurchase up to $700 million of our common stock from time to time through the second quarter of 2017. Our first common stock dividend of $0.08 per share was paid during the third quarter of 2016 and we paid a cash dividend of $0.08 per share on our common stock during each subsequent quarter through the second quarter of 2017. Additionally, the Ally Board of Directors authorized a common stock repurchase program of up to $700 million beginning in the third quarter of 2016 and continuing through the second quarter of 2017. Under that program, we repurchased $699 million, or 35,625,615 shares of common stock. At June 30, 2017, we had 452,291,918 shares of common stock outstanding, representing a decrease of 6.5% compared to 483,753,360 shares of common stock outstanding at June 30, 2016.

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OnAs part of the 2017 Comprehensive Capital Analysis and Review (CCAR) process, on April 5, 2017, we submitted our 2017 capital plan and stress test results to the FRB. On June 23, 2017, we publicly disclosed summary results of the stress test under the most severe scenario in accordance with regulatory requirements. On June 28, 2017, we received a non-objection to our capital plan from the FRB, including the proposed capital actions contained in our submission. The capital actions includeincluded a 50% increase in the quarterly cash dividend on common stock from $0.08 per share to $0.12 per share, and a 9% increase in our share repurchase program, which has been authorized by the Ally Board of Directors, permitting us to repurchase up to $760 million of our common stock from time to time from the third quarter of 2017 through the second quarter of 2018. On July 18,In addition, we submitted to the FRB the results of our company-run mid-cycle stress test conducted under multiple macroeconomic scenarios and disclosed the results of this stress test under the most severe scenario on October 5, 2017, in accordance with regulatory requirements.
The following table presents information related to our common shares for each quarter since the Ally Boardcommencement of Directors declaredour common share repurchase programs and initiation of a quarterly cash dividend payment of $0.12 per share on all common stock. Refer to Note 26 to the Condensed Consolidated Financial Statements for further information regarding this common share dividend.
($ in millions, except per share data; shares in thousands)3rd quarter 20172nd quarter 20171st quarter 20174th quarter 20163rd quarter 2016
Common shares repurchased during period (a)     
Approximate dollar value$190
$204
$169
$167
$159
Number of shares8,507
10,485
8,097
8,745
8,298
Number of common shares outstanding     
Beginning of period452,292
462,193
467,000
475,470
483,753
End of period443,796
452,292
462,193
467,000
475,470
Cash dividends declared per common share (b)$0.12
$0.08
$0.08
$0.08
$0.08
(a)Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
(b)
On October 10, 2017, the Ally Board of Directors declared a quarterly cash dividend payment of $0.12 per share on all common stock, payable on November 15, 2017. Refer to Note 26 to the Condensed Consolidated Financial Statements for further information regarding this common share dividend.
Our ability to make capital distributions, including our ability to pay dividends or repurchase shares of our common stock, will continue to be subject to the FRB’s review of and non-objection to the actions that we propose each year in our annual capital plan. The amount and size of any future dividends and share repurchases will depend upon our results of operations, capital levels, future opportunities, consideration and approval by the Ally Board of Directors, and other considerations.
In January 2017, the FRB finalized a rule amending the capital planning and stress testing rules, effective for the 2017 cycle. The final rule, among other things, revised the capital plan rule to no longer subject large and noncomplex firms, including Ally, to the provisions of the rule whereby the FRB may object to a capital plan on the basis of qualitative deficiencies in the firm’s capital planning process. Under the final rule, the qualitative assessment of Ally’s capital plan is conducted outside of the CCAR process, through the supervisory review process. For the 2017 cycle, the FRB's qualitative assessment of Ally's capital plan began in the third quarter of 2017. The final rule also decreased the de minimis threshold for the amount of capital that Ally could distribute to shareholders outside of an approved capital plan without seeking prior approval of the FRB, and modified Ally's reporting requirements to reduce certain reporting burdens related to capital planning and stress testing.
Regulatory Capital
Refer to Note 18 to the Condensed Consolidated Financial Statements and the section titled Selected Financial Data within this MD&A.
Credit Ratings
The cost and availability of unsecured financing are influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security, or obligation. Lower ratings result in higher borrowing costs and reduced access to capital markets. This is particularly true for certain institutional investors whose investment guidelines require investment-grade ratings on term debt and the two highest rating categories for short-term debt (particularly money market investors).

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Ally Financial Inc. • Form 10-Q


Nationally recognized statistical rating organizations rate substantially all our debt. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies.
Rating agency
Short-term
Senior unsecured debt
Outlook
Date of last action
Fitch
B
BB+
StablePositive
September 28, 20168, 2017 (a)
Moody’s
Not Prime
Ba3
Stable
October 20, 2015 (b)
S&P
B
BB+
Stable
October 12, 201616, 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 maintained achanged the outlook from Stable outlookto Positive on September 28, 2016.8, 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 changed themaintained a Stable outlook from Positive to Stable on October 12, 2016.16, 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.
Insurance Financial Strength Ratings
Substantially all of our Insurance operations have a Financial Strength Rating (FSR) and an Issuer Credit Rating (ICR) from the A.M. Best Company. The FSR is intended to be an indicator of the ability of the insurance company to meet its senior most obligations to policyholders. Lower ratings generally result in fewer opportunities to write business, as insureds, particularly large commercial insureds, and insurance companies purchasing reinsurance have guidelines requiring high FSR ratings. On August 16, 2017, A.M. Best affirmed the FSR of B++ (good) and affirmed the ICR of bbb+.
Off-balance Sheet Arrangements
Refer to Note 10 to the Condensed Consolidated Financial Statements.
Critical Accounting Estimates
We identified critical accounting estimates that, as a result of judgments, uncertainties, uniqueness, and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition, results of operations, or cash flows under different conditions or using different assumptions.
Our most critical accounting estimates are as follows:
Allowance for loan losses

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Valuation of automotive lease assets and residuals
Fair value of financial instruments
Legal and regulatory reserves
Determination of provision for income taxes
During 2017, we did not substantively change any material aspect of our overall methodologies and processes used in developing the above estimates from what was described in the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K.
Refer to Note 1 to the Condensed Consolidated Financial Statements for further discussion regarding the methodology used in calculating the provision for income taxes for interim financial reporting.

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Ally Financial Inc. • Form 10-Q


Statistical Table
The accompanying supplemental information should be read in conjunction with the more detailed information, including our Condensed Consolidated Financial Statements and the notes thereto, which appears elsewhere in this Quarterly Report.
Net Interest Margin Table
The following table presents an analysis of net yield on interest-earning assets (or net interest margin) excluding discontinued operations for the periods shown.
 2017 2016 Increase (decrease) due to 2017 2016 Increase (decrease) due to
Three months ended June 30, ($ in millions)
 Average balance (a) Interest income/Interest expense Yield/rate Average balance (a) Interest income/Interest expense Yield/rate Volume Yield/rate Total
Three months ended September 30, ($ in millions)
 Average balance (a) Interest income/Interest expense Yield/rate Average balance (a) Interest income/Interest expense Yield/rate Volume Yield/rate Total
Assets                                    
Interest-bearing cash and cash equivalents $2,683
 $7
 1.05% $2,708
 $4
 0.59% $
 $3
 $3
 $3,148
 $11
 1.39% $2,530
 $3
 0.47% $1
 $7
 $8
Federal funds sold and securities purchased under resale agreements 
 
 
 2
 
 
 
 
 
Investment securities (b) 22,203
 139
 2.51
 18,190
 99
 2.19
 22
 18
 40
 24,197
 150
 2.46
 18,139
 101
 2.22
 34
 15
 49
Loans held-for-sale, net 2
 
 
 
 
 
 
 
 
 6
 
 
 1
 
 
 
 
 
Finance receivables and loans, net (c) (d) 119,235
 1,447
 4.87
 112,158
 1,265
 4.54
 80
 102
 182
 119,051
 1,486
 4.95
 113,294
 1,307
 4.59
 66
 113
 179
Investment in operating leases, net (e) 10,109
 167
 6.63
 14,392
 267
 7.46
 (79) (21) (100) 9,320
 162
 6.90
 13,232
 241
 7.25
 (71) (8) (79)
Other earning assets 846
 7
 3.32
 
 
 
 7
 
 7
 914
 7
 3.04
 
 
 
 7
 
 7
Total interest-earning assets 155,078
 1,767
 4.57
 147,450
 1,635
 4.46
 

 

 132
 156,636
 1,816
 4.60
 147,196
 1,652
 4.46
 

 

 164
Noninterest-bearing cash and cash equivalents 968
     1,339
           720
     1,369
          
Other assets 7,727
     8,755
           7,740
     8,764
          
Allowance for loan losses (1,172)     (1,088)           (1,226)     (1,103)          
Total assets $162,601
     $156,456
           $163,870
     $156,226
          
Liabilities                                    
Interest-bearing deposit liabilities $84,792
 $250
 1.18% $71,479
 $203
 1.14% $38
 $9
 $47
 $88,115
 $285
 1.28% $74,166
 $212
 1.14% $40
 $33
 $73
Short-term borrowings 9,024
 33
 1.47
 5,535
 12
 0.87
 8
 13
 21
 9,137
 34
 1.48
 5,194
 14
 1.07
 11
 9
 20
Long-term debt (d) 50,723
 417
 3.30
 60,758
 436
 2.89
 (72) 53
 (19) 47,965
 416
 3.44
 58,425
 430
 2.93
 (77) 63
 (14)
Total interest-bearing liabilities 144,539
 700
 1.94
 137,772
 651
 1.90
 

 

 49
 145,217
 735
 2.01
 137,785
 656
 1.89
 

 

 79
Noninterest-bearing deposit liabilities 95
     91
           106
     97
          
Total funding sources 144,634
 700
 1.94
 137,863
 651
 1.90
       145,323
 735
 2.01
 137,882
 656
 1.89
      
Other liabilities 4,526
     4,948
           5,001
     4,674
          
Total liabilities 149,160
     142,811
           150,324
     142,556
          
Total equity 13,441
     13,645
           13,546
     13,670
          
Total liabilities and equity $162,601
     $156,456
           $163,870
     $156,226
          
Net financing revenue and other interest income   $1,067
     $984
   

 

 $83
   $1,081
     $996
   

 

 $85
Net interest spread (f)     2.63%     2.56%           2.59%     2.57%      
Net yield on interest-earning assets (g)     2.76%     2.68%           2.74%     2.69%      
(a)Average balances are calculated using a combination of monthly and daily average methodologies.
(b)
Amounts for the three months ended JuneSeptember 30, 2016, were adjusted to include previously excluded equity investments with an average balance of $631$589 million and related dividend income on equity investments of $5$4 million. 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 in our 2016 Annual Report on Form 10-K.
(d)Includes the effects of derivative financial instruments designated as hedges.
(e)
Includes gains on sale of $32$51 million and $86$62 million for the three months ended JuneSeptember 30, 2017, and 2016, respectively. Excluding these gains on sale, the annualized yield would be 5.36%4.73% and 5.06%5.38% at JuneSeptember 30, 2017, and 2016, 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 annualized net financing revenue and other interest income as a percentage of total interest-earning assets.

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Ally Financial Inc. • Form 10-Q


 2017 2016 Increase (decrease) due to 2017 2016 Increase (decrease) due to
Six months ended June 30, ($ in millions)
 Average balance (a) Interest income/Interest expense Yield/rate Average balance (a) Interest income/Interest expense Yield/rate Volume Yield/rate Total
Nine months ended September 30, ($ in millions)
 Average balance (a) Interest income/Interest expense Yield/rate Average balance (a) Interest income/Interest expense Yield/rate Volume Yield/rate Total
Assets                                    
Interest-bearing cash and cash equivalents $2,679
 $12
 0.90% $2,787
 $7
 0.51% $
 $5
 $5
 $2,837
 $23
 1.08% $2,700
 $10
 0.49% $1
 $12
 $13
Federal funds sold and securities purchased under resale agreements 
 
 
 1
 
 
 
 
 
 
 
 
 1
 
 
 
 
 
Investment securities (b) 21,347
 265
 2.50
 17,895
 201
 2.26
 39
 25
 64
 22,327
 415
 2.49
 17,977
 302
 2.24
 73
 40
 113
Loans held-for-sale, net 1
 
 
 18
 
 
 
 
 
 3
 
 
 12
 
 
 
 
 
Finance receivables and loans, net (c) (d) 118,608
 2,815
 4.79
 111,843
 2,500
 4.50
 151
 164
 315
 118,757
 4,301
 4.84
 112,332
 3,807
 4.53
 218
 276
 494
Investment in operating leases, net (e) 10,518
 321
 6.15
 15,011
 526
 7.05
 (157) (48) (205) 10,114
 483
 6.38
 14,412
 767
 7.11
 (229) (55) (284)
Other earning assets 831
 15
 3.64
 
 
 
 15
 
 15
 859
 22
 3.42
 
 
 
 15
 7
 22
Total interest-earning assets 153,984
 3,428
 4.49
 147,555
 3,234
 4.41
     194
 154,897
 5,244
 4.53
 147,434
 4,886
 4.43
     358
Noninterest-bearing cash and cash equivalents 1,034
     1,589
           1,013
     1,515
          
Other assets 7,870
     8,841
           7,827
     8,816
          
Allowance for loan losses (1,158)     (1,074)           (1,181)     (1,084)          
Total assets $161,730
     $156,911
           $162,556
     $156,681
          
Liabilities                                    
Interest-bearing deposit liabilities $83,484
 $481
 1.16% $69,823
 $396
 1.14% $77
 $8
 $85
 $85,403
 $766
 1.20% $71,286
 $608
 1.14% $120
 $38
 $158
Short-term borrowings 8,626
 60
 1.40
 5,572
 25
 0.90
 14
 21
 35
 8,798
 94
 1.43
 5,445
 39
 0.96
 24
 31
 55
Long-term debt (d) 51,631
 841
 3.28
 62,788
 878
 2.81
 (156) 119
 (37) 50,395
 1,257
 3.33
 61,318
 1,308
 2.85
 (233) 182
 (51)
Total interest-bearing liabilities 143,741
 1,382
 1.94
 138,183
 1,299
 1.89
     83
 144,596
 2,117
 1.96
 138,049
 1,955
 1.89
     162
Noninterest-bearing deposit liabilities 94
     92
           98
     94
          
Total funding sources 143,835
 1,382
 1.94
 138,275
 1,299
 1.89
       144,694
 2,117
 1.96
 138,143
 1,955
 1.89
      
Other liabilities 4,454
     4,976
           4,385
     4,873
          
Total liabilities 148,289
     143,251
           149,079
     143,016
          
Total equity 13,441
     13,660
           13,477
     13,665
          
Total liabilities and equity $161,730
     $156,911
           $162,556
     $156,681
          
Net financing revenue and other interest income   $2,046
     $1,935
       $111
   $3,127
     $2,931
       $196
Net interest spread (f)     2.55%     2.52%           2.57%     2.54%      
Net yield on interest-earning assets (g)     2.68%     2.64%           2.70%     2.66%      
(a)Average balances are calculated using a combination of monthly and daily average methodologies.
(b)
Amounts for the sixnine months ended JuneSeptember 30, 2016, were adjusted to include previously excluded equity investments with an average balance of $685$652 million and related dividend income on equity investments of $9$13 million. 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 in our 2016 Annual Report on Form 10-K.
(d)Includes the effects of derivative financial instruments designated as hedges.
(e)
Includes gains on sale of $29$80 million and $141$203 million for the sixnine months ended JuneSeptember 30, 2017, and 2016, respectively. Excluding these gains on sale, the annualized yield would be 5.60%5.33% and 5.16%5.23% at JuneSeptember 30, 2017, and 2016, 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 annualized net financing revenue and other interest income as a percentage of total interest-earning assets.

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Ally Financial Inc. • Form 10-Q


Recently Issued Accounting Standards
Refer to Note 1 to the Condensed Consolidated Financial Statements.
Cautionary Notice About Forward-Looking Statements and Other Terms
From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results.
This report, including any information incorporated by reference in this report, contains forward-looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.
All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:
evolving local, regional, national, or international business, economic, or political conditions, including the residual effects of the recent global economic crisis and responses to that crisis by governments, businesses, and households;
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;
changes in the automotive industry or the markets for new or used vehicles;
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 regulatory normalization;
our ability to optimize our automotive finance and insurance businesses and to continue diversifying into and growing other lines of business, including consumer 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;
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;

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


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;
our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including our capacity to withstand cyber-attacks;
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 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 (Part II, Item 1A herein), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part I, Item 2 herein), or the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 herein) in this Quarterly Report on Form 10-Q or described in any of the Company’s annual, quarterly or current reports.
Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
Our use of the term “loans” describes all of the products associated with our direct and indirect lending activities. The specific products include loans, retail installment sales contracts, lines of credit, leases, and other financing products. The term “lend” or “originate” refers to our direct origination of loans or our purchase or acquisition of loans.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
Refer to the Market Risk section of Item 2, Management's Discussion and Analysis.

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

Item 4.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of internal control including the possibility of human error or the circumvention or overriding of controls through individual actions or collusion. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.
As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
In the normal course of business, we review our controls and procedures and make enhancements or modifications intended to support the quality of our financial reporting. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended JuneSeptember 30, 2017, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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


Item 1.    Legal Proceedings
Refer to Note 25 to the Condensed Consolidated Financial Statements (incorporated herein by reference) for a discussion related to our legal proceedings, which supplements the discussion of legal proceedings set forth in Note 30 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K.
Item 1A.    Risk Factors
There have been no material changes to the Risk Factors described in our 2016 Annual Report on Form 10-K.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
We did not have any unregistered sales of equity securities during the three months ended JuneSeptember 30, 2017.
Purchases of Equity Securities by the Issuer
The following table presents repurchases of our common stock, by month, for the three months ended JuneSeptember 30, 2017.
Three months ended June 30, 2017 
Total number of shares repurchased (a)
(in thousands)
 
Weighted-average price paid per share (a) (b)
(in dollars)
 
Total number of shares repurchased as part of publicly announced program (a) (c)
(in thousands)
 
Maximum approximate dollar value of shares that may yet be repurchased under the program (a) (b) (c)
($ in millions)
April 2017 3,104
 $19.75
 3,104
 $143
May 2017 4,943
 19.07
 4,943
 49
June 2017 2,438
 19.69
 2,438
 1
Total 10,485
 19.41
 10,485
  
Three months ended September 30, 2017 
Total number of shares repurchased (a)
(in thousands)
 
Weighted-average price paid per share (a) (b)
(in dollars)
 
Total number of shares repurchased as part of publicly announced program (a) (c)
(in thousands)
 
Maximum approximate dollar value of shares that may yet be repurchased under the program (a) (b) (c)
($ in millions)
July 2017 2,580
 $21.43
 2,580
 $705
August 2017 3,196
 22.56
 3,196
 633
September 2017 2,731
 22.88
 2,731
 570
Total 8,507
 22.32
 8,507
  
(a)Includes shares of common stock withheld to cover income taxes owed by participants in our share-based incentive plans.
(b)Excludes brokerage commissions.
(c)
On July 19, 2016,June 28, 2017, we announced a common stock repurchase program of up to $700$760 million. The program commenced in the third quarter of 20162017 and expiredwill expire on June 30, 2017.2018. Refer to Note 18 to the Condensed Consolidated Financial Statements for a discussion of our 2017 capital plan.
Item 3.    Defaults upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
None.

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Ally Financial Inc. • Form 10-Q

Item 6.    Exhibits
The exhibits listed on the accompanying Indexfollowing index of Exhibitsexhibits are filed as a part of this report. This Index is incorporated herein by reference.
ExhibitDescriptionMethod of Filing
12Filed herewith.
31.1Filed herewith.
31.2Filed herewith.
32Filed herewith.
101The following information from our Form 10-Q for the quarterly period ended September 30, 2017, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Statement of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheet (unaudited), (iii) Condensed Consolidated Statement of Changes in Equity (unaudited), (iv) Condensed Consolidated Statement of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited).Filed herewith.

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Signatures
Ally Financial Inc. • Form 10-Q

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 31st day of July,October, 2017.
  
 
Ally Financial Inc.
(Registrant)
  
 
/S/  CHRISTOPHER A. HALMY
 
Christopher A. Halmy
Chief Financial Officer
  
 
/S/  DAVID J. DEBRUNNER
 
David J. DeBrunner
Vice President, Chief Accounting Officer, and
Corporate Controller


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Ally Financial Inc. • Form 10-Q

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

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