Ally Financial Inc. — Capital/Financing Update 2017

Jun 12, 2017

424B2 1 v468837_424b2.htm FINAL PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee (1)
2.700 % Ally Financial Term Notes, Series A Due June 15, 2020	$166,000	$19.24
3.550 % Ally Financial Term Notes, Series A Due June 15, 2022	$171,000	$19.82

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

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Filed under Rule 424(b)(2), Registration Statement No. 333-206284

Pricing Supplement No. 144 - Dated Monday, June 12, 2017 (To: Prospectus dated August 10, 2015)

| CUSIP | Principal | Selling | Gross | Net | Coupon | Coupon | Coupon | Maturity | 1st
Coupon | 1st
Coupon | Survivor's | Product |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number | Amount | Price | Concession | Proceeds | Type | Rate | Frequency | Date | Date | Amount | Option | Ranking |
| 02006DMZ1 | $166,000.00 | 100.00 % | 1.125 % | $164,132.50 | Fixed | 2.700 % | Monthly | 06/15/2020 | 7/15/2017 | $2.25 | Yes | Senior Unsecured Notes |
| Redemption
Information: Callabl e at 100% on 6/15/2018 and Monthly
thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |
| 02006DNA5 | $171,000.00 | 100.00 % | 1.700 % | $168,093.00 | Fixed | 3.550 % | Monthly | 06/15/2022 | 7/15/2017 | $2.96 | Yes | Senior Unsecured Notes |
| Redemption
Information: Callable at 100% on 6/15/2018 and Mo nthly
thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |

| Ally Financial Inc. | Ally
Financial Inc. |
| --- | --- |
| Trade Date: Monday, June 12, 2017 @ 12:00 PM
ET | Ally
Financial Term Notes, Series A |
| Settle Date: Thursday, June 15, 2017 | Prospectus
dated August 10, 2015 |
| Minimum Denomination/Increments: $1,000.00/$1,000.00 | |
| Initial trades settle flat and clear SDFS: DTC
Book Entry only | |
| DTC Number 0235 via RBC Dain Rauscher Inc | |
| Agents: Incapital LLC, Citigroup, RBC Capital
Markets, Morgan Stanley, J.P. Morgan | |
| Except for Notes sold
to level-fee accounts, Notes offered to the public will be offered at the public offering price set forth in this Pricing
Supplement. Selected dealers purchasing Notes on an agency basis for non-level fee client accounts shall purchase Notes
at the public offering price. Notes purchased by the selected dealers for their own account may be purchased at the public
offering price less the applicable concession. Notes purchased by the selected dealers on behalf of level-fee accounts
may be sold to such accounts at the applicable concession to the public offering price, in which case, such selected dealers
will not retain any portion of the sales price as compensation. | |
| If the maturity date or an interest payment date
for any note is not a business day (as term is defined in prospectus), principal, premium, if any, and interest for that note
is paid on the next business day, and no interest will accrue from, and after, the maturity date or interest payment date. | |
| Legal Matters- Validity of the Notes: | |
| In the opinion of counsel to Ally Financial Inc.
(the “Company”), when the notes offered by this pricing supplement have been executed and issued by the Company
and authenticated by the trustee pursuant to the indenture dated as of September 24, 1996, with The Bank of New York Mellon
(as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), as amended and supplemented from time
to time (the “Indenture”), and delivered against payment as contemplated herein, such notes will be valid and
binding obligations of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, and provided that I express
no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law, (ii) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of
the date hereof and is limited to Federal laws of the United States of America, the law of the State of New York and the General
Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the Trustee’s
authorization, execution and delivery of the Indenture, the Trustee’s authentication of the notes, and the validity,
binding nature and enforceability of the Indenture with respect to the Trustee, and the genuineness of signatures and to such
counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the letter of such
counsel dated August 24, 2012, which has been filed as Exhibit 5.1 to the Registration Statement. | |