Long-term Debt

The following tables present the composition of our long-term debt portfolio.



	March 31, 2012						December 31, 2011
($ in millions)	Unsecured		Secured		Total		Unsecured		Secured		Total
Long-term debt
Due within one year (a)	$	11,438	$	15,139	$	26,577	$	11,664	$	14,521	$	26,185
Due after one year (b)	31,200		35,271		66,471		30,272		35,279		65,551
Fair value adjustment	942		—		942		1,058		—		1,058
Total long-term debt (c)	$	43,580	$	50,410	$	93,990	$	42,994	$	49,800	$	92,794


(a)	Includes $7.4 billion guaranteed by the Federal Deposit Insurance Corporation (FDIC) under the Temporary Liquidity Guarantee Program (TLGP) at both March 31, 2012, and December 31, 2011.


(b)	Includes $2.6 billion of trust preferred securities at both March 31, 2012, and December 31, 2011.


(c)	Includes fair value option-elected secured long-term debt of $828 million and $830 million at March 31, 2012, and December 31, 2011, respectively. Refer to Note 21 for additional information.

The following table presents the scheduled remaining maturity of long-term debt at March 31, 2012, assuming no early redemptions will occur. The actual payment of secured debt may vary based on the payment activity of the related pledged assets.



Year ended December 31, ($ in millions)	2012			2013			2014			2015			2016			2017 and thereafter			Fair value adjustment		Total
Unsecured
Long-term debt	$	11,219		$	2,681		$	5,787		$	3,641		$	1,469		$	19,934		$	942	$	45,673
Original issue discount	(240		)	(265		)	(192		)	(60		)	(64		)	(1,272		)	—		(2,093		)
Total unsecured	10,979			2,416			5,595			3,581			1,405			18,662			942		43,580
Secured
Long-term debt	10,369			16,972			11,910			6,334			1,688			2,918			—		50,191
Troubled debt restructuring concession (a)	78			82			46			13			—			—			—		219
Total secured	10,447			17,054			11,956			6,347			1,688			2,918			—		50,410
Total long-term debt	$	21,426		$	19,470		$	17,551		$	9,928		$	3,093		$	21,580		$	942	$	93,990


(a)	In the second quarter of 2008, ResCap executed an exchange offer that resulted in a concession being recognized as an adjustment to the carrying value of certain secured notes. This concession is being amortized over the life of the notes through a reduction to interest expense using an effective yield methodology.

The following table presents the scheduled remaining maturity of long-term debt held by ResCap at March 31, 2012, assuming no early redemptions will occur. The actual payment of secured debt may vary based on the payment activity of the related pledged assets.



Year ended December 31, ($ in millions)	2012		2013		2014		2015		2016		2017 and thereafter		Fair value adjustment		Total
ResCap
Unsecured debt
Long-term debt	$	351	$	532	$	102	$	114	$	—	$	—	$	14	$	1,113
Secured debt
Long-term debt	3		707		759		707		—		1,631		—		3,807
Troubled debt restructuring concession (a)	78		82		46		13		—		—		—		219
Total secured debt	81		789		805		720		—		1,631		—		4,026
ResCap — Total long-term debt	$	432	$	1,321	$	907	$	834	$	—	$	1,631	$	14	$	5,139


(a)	In the second quarter of 2008, ResCap executed an exchange offer that resulted in a concession being recognized as an adjustment to the carrying value of certain secured notes. This concession is being amortized over the life of the notes through a reduction to interest expense using an effective yield methodology.

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.



	March 31, 2012				December 31, 2011
($ in millions)	Total		Ally Bank (a)		Total		Ally Bank (a)
Trading securities	$	26	$	—	$	27	$	—
Investment securities	1,106		1,106		780		780
Loans held-for-sale	412		—		805		—
Mortgage assets held-for-investment and lending receivables	11,662		10,680		12,197		11,188
Consumer automobile finance receivables	33,429		18,195		33,888		17,320
Commercial automobile finance receivables	21,610		15,810		20,355		14,881
Investment in operating leases, net	4,964		395		4,555		431
Mortgage servicing rights	1,981		1,340		1,920		1,286
Other assets	4,063		1,973		3,973		1,816
Total assets restricted as collateral (b)	$	79,253	$	49,499	$	78,500	$	47,702
Secured debt (c)	$	52,627	$	27,694	$	52,965	$	25,533


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

(b)

Ally Bank has an advance agreement with the Federal Home Loan Bank of Pittsburgh (FHLB) and access to the Federal Reserve Bank Discount Window. Ally Bank had assets pledged and restricted as collateral to the FHLB and Federal Reserve Bank totaling $11.3 billion and $11.8 billion at March 31, 2012, and December 31, 2011, respectively. These assets were composed of consumer and commercial mortgage finance receivables and loans, net; consumer automobile finance receivables and loans, net; and investment securities. Under the agreement with the FHLB, Ally Bank also had assets pledged as collateral under a blanket-lien totaling $7.9 billion and $7.3 billion at March 31, 2012, and December 31, 2011, respectively. These assets were primarily composed of mortgage servicing rights; consumer and commercial mortgage finance receivables and loans, net; and other assets. Availability under these programs is generally only for the operations of Ally Bank and cannot be used to fund the operations or liabilities of Ally or its subsidiaries.


(c)	Includes $2.2 billion and $3.2 billion of short-term borrowings at March 31, 2012, and December 31, 2011, respectively.

Trust Preferred Securities

On December 30, 2009, we entered into a Securities Purchase and Exchange Agreement with U.S. Department of Treasury (Treasury) and GMAC Capital Trust I, a Delaware statutory trust (the Trust), which is a finance subsidiary that is wholly owned by Ally. As part of the agreement, the Trust sold to Treasury 2,540,000 trust preferred securities (TRUPS) issued by the Trust with an aggregate liquidation preference of $2.5 billion. Additionally, we issued and sold to Treasury a ten-year warrant to purchase up to 127,000 additional TRUPS with an aggregate liquidation preference of $127 million, at an initial exercise price of $0.01 per security, which Treasury immediately exercised in full.

On March 1, 2011, the Declaration of Trust and certain other documents related to the TRUPS were amended and all the outstanding TRUPS held by Treasury were designated 8.125% Fixed Rate / Floating Rate Trust Preferred Securities, Series (Series 2 TRUPS). On March 7, 2011, Treasury sold 100% of the Series 2 TRUPS in an offering registered with the SEC. Ally did not receive any proceeds from the sale.

Each Series 2 TRUPS security has a liquidation amount of $25. Distributions are cumulative and are payable until redemption at the applicable coupon rate. Distributions are payable at an annual rate of 8.125% payable quarterly in arrears, beginning August 15, 2011, to but excluding February 15, 2016. From and including February 15, 2016, to but excluding February 15, 2040, distributions will be payable at an annual rate equal to three-month London interbank offer rate plus 5.785% payable quarterly in arrears, beginning May 15, 2016. Ally has the right to defer payments of interest for a period not exceeding 20 consecutive quarters. The Series 2 TRUPS have no stated maturity date, but must be redeemed upon the redemption or maturity of the related debentures (Debentures), which mature on February 15, 2040. The Series 2 TRUPS are generally nonvoting, other than with respect to certain limited matters. During any period in which any Series 2 TRUPS remain outstanding but in which distributions on the Series 2 TRUPS have not been fully paid, none of Ally or its subsidiaries will be permitted to (i) declare or pay dividends on, make any distributions with respect to, or redeem, purchase, acquire or otherwise make a liquidation payment with respect to, any of Ally’s capital stock or make any guarantee payment with respect thereto; or (ii) make any payments of principal, 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 and uncommitted credit facilities. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. The amounts outstanding under our various funding facilities are included on our Condensed Consolidated Balance Sheet.

As of March 31, 2012, Ally Bank had exclusive access to $9.5 billion of funding capacity from committed credit facilities. Ally Bank also has access to a $3.9 billion committed facility that is shared with the parent company. Funding programs supported by the Federal Reserve and the FHLB, together with repurchase agreements, complement Ally Bank’s private committed facilities.

The total capacity in our committed funding facilities is provided by banks and other financial institutions through private transactions. The committed secured funding facilities can be revolving in nature and allow for additional funding during the commitment period, or they can be amortizing and do not allow for any further funding after the closing date. At March 31, 2012, $32.5 billion of our $42.9 billion of committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of March 31, 2012, we had $18.2 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days.

Committed Funding Facilities



	Outstanding				Unused capacity (a)				Total capacity
($ in billions)	Mar. 31, 2012		Dec. 31, 2011		Mar. 31, 2012		Dec. 31, 2011		Mar. 31, 2012		Dec. 31, 2011
Bank funding
Secured	$	4.7	$	5.8	$	4.8	$	3.7	$	9.5	$	9.5
Nonbank funding
Unsecured
Automotive Finance operations	0.5		0.3		0.4		0.5		0.9		0.8
Secured
Automotive Finance operations (b)	13.9		14.3		13.6		13.2		27.5		27.5
Mortgage operations	0.9		0.7		0.2		0.5		1.1		1.2
Total nonbank funding	15.3		15.3		14.2		14.2		29.5		29.5
Shared capacity (c)	0.1		1.6		3.8		2.5		3.9		4.1
Total committed facilities	$	20.1	$	22.7	$	22.8	$	20.4	$	42.9	$	43.1


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


(b)	Total unused capacity includes $4.0 billion as of March 31, 2012, and $4.9 billion as of December 31, 2011, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2012 and 2013.


(c)	Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc.

Uncommitted Funding Facilities



	Outstanding				Unused capacity				Total capacity
($ in billions)	Mar. 31, 2012		Dec. 31, 2011		Mar. 31, 2012		Dec. 31, 2011		Mar. 31, 2012		Dec. 31, 2011
Bank funding
Secured
Federal Reserve funding programs	$	—	$	—	$	2.9	$	3.2	$	2.9	$	3.2
FHLB advances	5.0		5.4		0.3		—		5.3		5.4
Repurchase agreements	0.6		—		—		—		0.6		—
Total bank funding	5.6		5.4		3.2		3.2		8.8		8.6
Nonbank funding
Unsecured
Automotive Finance operations	2.2		1.9		0.4		0.5		2.6		2.4
Secured
Automotive Finance operations	0.1		0.1		0.1		0.1		0.2		0.2
Mortgage operations	—		—		—		0.1		—		0.1
Total nonbank funding	2.3		2.0		0.5		0.7		2.8		2.7
Total uncommitted facilities	$	7.9	$	7.4	$	3.7	$	3.9	$	11.6	$	11.3