Long-term Debt

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



	June 30, 2013						December 31, 2012
($ in millions)	Unsecured		Secured		Total		Unsecured		Secured		Total
Long-term debt
Due within one year	$	4,494	$	10,879	$	15,373	$	1,070	$	11,503	$	12,573
Due after one year (a)	27,749		20,720		48,469		31,486		29,408		60,894
Fair value adjustment	692		—		692		1,094		—		1,094
Total long-term debt	$	32,935	$	31,599	$	64,534	$	33,650	$	40,911	$	74,561


(a)	Includes $2.6 billion and $2.6 billion of trust preferred securities at both June 30, 2013 and December 31, 2012, respectively.

The following table presents the scheduled remaining maturity of long-term debt, 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)	2013			2014			2015			2016			2017			2018 and thereafter			Fair value adjustment		Total
Unsecured
Long-term debt	$	896		$	5,588		$	5,123		$	1,970		$	3,687		$	16,695		$	692	$	34,651
Original issue discount	(137		)	(188		)	(56		)	(63		)	(75		)	(1,197		)	—		(1,716		)
Total unsecured	759			5,400			5,067			1,907			3,612			15,498			692		32,935
Secured
Long-term debt	4,204			11,935			8,308			3,959			2,490			703			—		31,599
Total long-term debt	$	4,963		$	17,335		$	13,375		$	5,866		$	6,102		$	16,201		$	692	$	64,534

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, 2013				December 31, 2012
($ in millions)	Total		Ally Bank (a)		Total		Ally Bank (a)
Investment securities	$	—	$	—	$	1,911	$	1,911
Mortgage finance receivables and loans	9,353		9,353		9,866		9,866
Consumer automobile finance receivables	21,190		12,628		29,557		14,833
Commercial automobile finance receivables	17,371		17,371		19,606		19,606
Investment in operating leases, net	7,661		4,178		6,058		1,691
Other assets	982		175		999		272
Total assets restricted as collateral (b)	$	56,557	$	43,705	$	67,997	$	48,179
Secured debt (c)	$	32,599	$	22,304	$	45,111	$	29,162


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

(b)

Ally Bank has an advance agreement with the Federal Home Loan Bank of Pittsburgh (FHLB) and had assets pledged to secure borrowings that were restricted as collateral to the FHLB totaling $12.1 billion and $12.6 billion at June 30, 2013, and December 31, 2012, respectively. These assets were composed primarily of consumer and commercial mortgage finance receivables and loans, net. Ally Bank has access to the Federal Reserve Bank Discount Window. Ally Bank had assets pledged and restricted as collateral to the Federal Reserve Bank totaling $3.4 billion and $1.9 billion at June 30, 2013, and December 31, 2012, respectively. These assets were composed of consumer automobile finance receivables and loans, net and investment securities. Availability under these programs is only for the operations of Ally Bank and cannot be used to fund the operations or liabilities of Ally or its subsidiaries.


(c)	Includes $1.0 billion and $4.2 billion of short-term borrowings at June 30, 2013, and December 31, 2012, 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.

Covenants and Other Requirements

In secured funding transactions, there are trigger events that could cause the debt to be prepaid at an accelerated rate or could cause our usage of the credit facility to be discontinued. The triggers are generally based on the financial health and performance of the servicer as well as performance criteria for the pool of receivables, such as delinquency ratios, loss ratios, commercial payment rates. During the six months ended June 30, 2013, there were no trigger events that resulted in the repayment of debt at an accelerated rate or impacted the usage of our credit facilities.

When we issue debt securities in private offerings, we may be subject to registration rights agreements. Under these agreements, we generally agree to use reasonable efforts to cause the consummation of a registered exchange offer or to file a shelf registration statement within a prescribed period. In the event that we fail to meet these obligations, we may be required to pay additional penalty interest with respect to the covered debt during the period in which we fail to meet our contractual obligations.

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 June 30, 2013, Ally Bank had exclusive access to $3.5 billion of funding capacity from committed credit facilities. Ally Bank also has access to a $4.1 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 not allow for any further funding after the closing date. At June 30, 2013, $23.7 billion of our $28.3 billion of committed capacity was revolving. Our revolving facilities generally have an original tenor ranging from 364 days to two years. As of June 30, 2013, we had $13.5 billion of committed funding capacity from revolving facilities with a remaining tenor greater than 364 days. The decline in committed funding facilities is attributed to the sale of international businesses and the growth in Ally Bank deposits.

Committed Funding Facilities



	Outstanding				Unused Capacity (a)				Total Capacity
($ in billions)	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
Bank funding
Secured	$	1.7	$	3.8	$	1.8	$	4.7	$	3.5	$	8.5
Parent funding
Unsecured (b)	—		0.1		—		—		—		0.1
Secured (c) (d) (e)	9.0		22.5		11.7		7.8		20.7		30.3
Total Parent funding	9.0		22.6		11.7		7.8		20.7		30.4
Shared capacity (f) (g)	—		1.1		4.1		3.0		4.1		4.1
Total committed facilities	$	10.7	$	27.5	$	17.6	$	15.5	$	28.3	$	43.0


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


(b)	Total unsecured parent funding capacity represents committed funding for our discontinued international automobile financing business.


(c)	Total secured parent funding capacity includes committed funding for our discontinued international automobile financing business of $2.5 billion and $12.0 billion as of June 30, 2013 and December 31, 2012, respectively, with outstanding debt of $2.0 billion and $9.6 billion, respectively.


(d)	Total unused capacity includes $1.5 billion and $2.2 billion as of June 30, 2013 and December 31, 2012, respectively, from certain committed funding arrangements that are generally reliant upon the origination of future automotive receivables and that are available in 2013.


(e)	Includes the secured facilities of our Commercial Finance Group.


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


(g)	Total shared facilities includes committed funding for our discontinued international automobile financing business of $0.1 billion as of December 31, 2012, with outstanding debt of $0.1 billion.

Uncommitted Funding Facilities



	Outstanding				Unused Capacity				Total Capacity
($ in billions)	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
Bank funding
Secured
Federal Reserve funding programs	$	—	$	—	$	1.8	$	1.8	$	1.8	$	1.8
FHLB advances	1.5		4.8		4.0		0.4		5.5		5.2
Total bank funding	1.5		4.8		5.8		2.2		7.3		7.0
Parent funding
Unsecured	1.3		2.1		—		0.4		1.3		2.5
Secured	—		0.1		—		0.1		—		0.2
Total parent funding (a)	1.3		2.2		—		0.5		1.3		2.7
Total uncommitted facilities	$	2.8	$	7.0	$	5.8	$	2.7	$	8.6	$	9.7


(a)	Total parent funding capacity represents uncommitted funding for our discontinued international automobile financing business.