Ally Financial Inc. — Regulatory Filings 2017

Feb 21, 2017

424B2 1 v460085_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)
2.850 % Ally Financial Term Notes, Series A Due February 15, 2020	$2,926,000	$339.12
3.450 % Ally Financial Term Notes, Series A Due February 15, 2022	$1,258,000	$145.80

(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. 131 - Dated Tuesday, February 21, 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 |
| 02006DLX7 | $2,926,000.00 | 100.00 % (1) | 1.125 % | $2,893,082.50 | Fixed | 2.850 % | Monthly | 02/15/2020 | 3/15/2017 | $1.66 | Yes | Senior Unsecured Notes |
| Redemption Information: Callable
at 100% on 2/15/2018 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. | | | | | | | | | | | | |
| 02006DLY5 | $1,258,000.00 | 100.00
% (2) | 1.700
% | $1,236,614.00 | Fixed | 3.450
% | Monthly | 02/15/2022 | 3/15/2017 | $2.01 | Yes | Senior
Unsecured Notes |
| Redemption Information: Callable
at 100% on 2/15/2018 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: Tuesday, February 21, 2017 @ 12:00 PM ET | Ally
Financial Term Notes, Series A |
| Settle
Date: Friday, February 24, 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. | |

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