Ally Financial Inc. — Regulatory Filings 2017

Mar 20, 2017

424B2 1 v462229_424b2.htm PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Maximum Aggregate	Amount of
Securities Offered	Offering Price	Registration Fee (1)
3.300 % Ally Financial Term Notes, Series A Due March 15, 2020	$2,572,000	$298.09
3.800 % Ally Financial Term Notes, Series A Due March 15, 2022	$549,000	$63.63

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

Field: Page; Sequence: 1

Field: /Page

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

Pricing Supplement No. 135 - Dated Monday, March 20, 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 |
| 02006DMF5 | $2,572,000.00 | 100.00 % (1) | 1.125 % | $2,543,065.00 | Fixed | 3.300 % | Monthly | 03/15/2020 | 4/15/2017 | $2.02 | Yes | Senior Unsecured
Notes |
| Redemption Information: Callable
at 100% on 3/15/2018 and Monthly thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |
| (1) Investment advisers, either registered under the Investment Advisers Act of 1940 or exempt therefrom, purchasing Notes
for the account of their advisory clients may be offered Notes at a 0.4500 % discount to the public offering price. | | | | | | | | | | | | |
| 02006DMG3 | $549,000.00 | 100.00 % (2) | 1.700 % | $539,667.00 | Fixed | 3.800 % | Monthly | 03/15/2022 | 4/15/2017 | $2.32 | Yes | Senior Unsecured
Notes |
| Redemption Information: Callable
at 100% on 3/15/2018 and Monthly thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |
| (2) Investment advisers, either registered under the Investment Advisers Act of 1940 or exempt therefrom, purchasing Notes
for the account of their advisory clients may be offered Notes at a 0.7500 % discount to the public offering price. | | | | | | | | | | | | |

| Ally Financial Inc. | Ally
Financial Inc. |
| --- | --- |
| Trade Date: Monday, March 20, 2017 @ 12:00 PM ET | Ally
Financial Term Notes, Series A |
| Settle Date: Thursday, March 23, 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 | |
| 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. | |

Field: Page; Sequence: 2; Options: Last

Field: /Page