Bond Allied Financial Inc. 3.05% ( US02005NBK54 ) in USD

Issuer Allied Financial Inc.
Market price 100 %  ▲ 
Country  United States
ISIN code  US02005NBK54 ( in USD )
Interest rate 3.05% per year ( payment 2 times a year)
Maturity 04/06/2023 - Bond has expired



Prospectus brochure of the bond Ally Financial Inc US02005NBK54 in USD 3.05%, expired


Minimal amount 2 000 USD
Total amount 800 000 000 USD
Cusip 02005NBK5
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description Ally Financial Inc. is a diversified financial services company offering banking products, automotive financing, insurance, and investment products to consumers and businesses.

The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US02005NBK54, pays a coupon of 3.05% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/06/2023
The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US02005NBK54, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 d913055d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-234810
CALCULATION OF REGISTRATION FEE


Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price

Registration Fee(1)
3.050% Senior Notes due 2023

$800,000,000

$103,840.00


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

Prospectus Supplement
(To Prospectus dated November 21, 2019)

$800,000,000
Ally Financial Inc.
3.050% Senior Notes due 2023
This is an offering of $800,000,000 aggregate principal amount of 3.050% Senior Notes due 2023 (the "notes") of Ally Financial Inc. ("Ally").
The notes will bear interest at a rate of 3.050% per year. Ally will pay interest on the notes semi-annually on June 5 and December 5, in cash in arrears, of
each year, beginning on December 5, 2020. The notes will mature on June 5, 2023.
The notes will be unsubordinated unsecured obligations of Ally and will rank equally in right of payment with all of Ally's existing and future
unsubordinated unsecured indebtedness and senior in right of payment to all existing and future indebtedness that by its terms is expressly subordinated to
the notes. The notes will be effectively subordinated to all existing and future secured indebtedness of Ally to the extent of the value of the assets securing
such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of subsidiaries of
Ally, to the extent of the value of the assets of those subsidiaries.
Ally may, at its option, redeem, in whole or in part, the notes at any time on or after November 30, 2020 (180 days from June 3, 2020) (or, if
additional notes are issued thereafter, beginning 180 days after such additional issuance), at the applicable redemption price described herein under
"Description of Notes--Optional Redemption."
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be listed on any
exchange, listing authority or quotation system. Currently, there is no public market for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 to read about risks you should consider before buying the
notes.



Per Note

Total

Price to public(1)

99.299%
$794,392,000
Underwriting discount


0.400%
$
3,200,000
Proceeds, before expenses, to Ally

98.899%
$791,192,000


(1)
Plus accrued interest, if any, from June 3, 2020.
The notes are not savings or deposit accounts of Ally or any of its subsidiaries and are not insured by the Federal Deposit Insurance
Corporation or any other government agency or insurer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC") and its participants, including
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Euroclear Bank, SA/NV and Clearstream Banking, société anonyme, on or about June 3, 2020.
Joint Book-Running Managers

Barclays

Citigroup

Morgan Stanley

RBC Capital Markets
Co-Managers

Lloyds Securities

Raymond James

Scotiabank

US Bancorp
Academy Securities

AmeriVet Securities

Blaylock Van, LLC
Multi-Bank Securities, Inc.

R. Seelaus & Co., LLC
June 1, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
Cautionary Statement Regarding Forward-Looking Statements
S-1
Industry and Market Data
S-3
Summary
S-4
Risk Factors
S-9
Use of Proceeds
S-13
Capitalization
S-14
Selected Historical Consolidated Financial Data
S-15
Description of Notes
S-16
Book-Entry, Delivery and Form of Notes
S-23
Certain Benefit Plan and IRA Considerations
S-26
U.S. Federal Income Tax Consequences
S-28
Underwriting
S-31
Incorporation By Reference; Where You Can Find More Information
S-37
Legal Matters
S-38
Independent Registered Public Accounting Firm
S-38
Prospectus

About This Prospectus
ii
Information Incorporated by Reference; Where You Can Find More Information
iii
Cautionary Statement Regarding Forward-Looking Statements
iv
Summary
1
Risk Factors
2
Use of Proceeds
3
Description of Senior Notes
4
Description of Subordinated Notes
10
Description of Preferred Stock
17
Book-Entry, Delivery and Form of Notes
18
Plan of Distribution
21
Validity of Securities
22
Experts
22
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general
information about us and the securities we may offer from time to time. This prospectus supplement describes the specific details regarding this
offering. Additional information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement is
inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which
we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not, and the underwriters are not, making an offer of these notes in any jurisdiction where the offer
is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus or in any such free writing prospectus is accurate as of any date other than their respective dates.

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S-i
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The distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus and the offering of the
notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement, the accompanying prospectus or
any free writing prospectus comes should inform themselves about and observe such restrictions. This prospectus supplement, the accompanying
prospectus or any free writing prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
References in this prospectus supplement to "the Company," "we," "us," and "our" refer to Ally Financial Inc. and its direct and
indirect subsidiaries on a consolidated basis, unless otherwise indicated or the context otherwise requires, and the term "Ally" refers only to Ally
Financial Inc.

S-ii
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking
statements often use words such as "believe," "expect," "anticipate," "intend," "pursue," "seek," "continue," "estimate," "project," "outlook," "forecast,"
"potential," "target," "objective," "trend," "plan," "goal," "initiative," "priorities," or other words of comparable meaning or future-tense or conditional
verbs such as "may," "will," "should," "would," or "could." Forward-looking statements convey our expectations, intentions, or forecasts about future
events, circumstances, or results.
This prospectus supplement and the accompanying prospectus contain or incorporate by reference documents containing various forward-
looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make
forward-looking statements orally or in writing to investors, analysts, members of the media, or others.
All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of
which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives,
strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of
assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ
from those in forward-looking statements include:


·
evolving local, regional, national, or international business, economic, or political conditions;

·
changes in laws or the regulatory or supervisory environment, including as a result of recent financial services legislation, regulation, or

policies or changes in government officials or other personnel;

·
changes in monetary, fiscal, or trade laws or policies, including as a result of actions by government agencies, central banks, or

supranational authorities;

·
changes in accounting standards or policies, including Accounting Standards Update (ASU) 2016-13, Financial Instruments--Credit

Losses (CECL);

·
changes in the automotive industry or the markets for new or used vehicles, including the rise of vehicle sharing and ride hailing, the

development of autonomous and alternative-energy vehicles, and the impact of demographic shifts on attitudes and behaviors toward
vehicle ownership and use;

·
disruptions or shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic

shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;


·
uncertainty about the future of the London Interbank Offered Rate (LIBOR) and any negative impacts that could result;

·
changes in business or consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or

households;


·
changes in our corporate or business strategies, the composition of our assets, or the way in which we fund those assets;


·
our ability to execute our business strategy for Ally Bank, including its digital focus;

·
our ability to optimize our automotive finance and insurance businesses and to continue diversifying into and growing other consumer

and commercial business lines, including mortgage lending, personal lending, corporate finance, brokerage, and wealth management;

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S-1
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·
our ability to develop capital plans that will be approved by the Board of Governors of the Federal Reserve System (FRB) and our ability

to implement them, including any payment of dividends or share repurchases;

·
our ability to effectively manage capital or liquidity consistent with evolving business or operational needs, risk-management standards,

and regulatory or supervisory requirements;


·
our ability to cost-effectively fund our business and operations, including through deposits and the capital markets;


·
changes in any credit rating assigned to Ally, including Ally Bank;


·
adverse publicity or other reputational harm to us or our senior officers;

·
our ability to develop, maintain, or market our products or services or to absorb unanticipated costs or liabilities associated with those

products or services;

·
our ability to innovate, to anticipate the needs of current or future customers, to successfully compete, to increase or hold market share

in changing competitive environments, or to deal with pricing or other competitive pressures;

·
the continuing profitability and viability of our dealer-centric automotive finance and insurance businesses, especially in the face of

competition from captive finance companies and their automotive manufacturing sponsors and challenges to the dealer's role as
intermediary between manufacturers and purchasers;


·
our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk;


·
changes in the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;


·
our ability to effectively deal with economic, business, or market slowdowns or disruptions;

·
judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, us or

the financial services industry;


·
our ability to address stricter or heightened regulatory or supervisory requirements and expectations;

·
the performance and availability of third-party service providers on whom we rely in delivering products and services to our customers

and otherwise conducting our business and operations;

·
our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or

infrastructure, including our capacity to withstand cyberattacks;

·
the adequacy of our corporate governance, risk-management framework, compliance programs, or internal controls over financial

reporting, including our ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational
risk;

·
the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring,

or managing positions or risk;


·
our ability to keep pace with changes in technology that affect us or our customers, counterparties, service providers, or competitors;

·
our ability to successfully make and integrate acquisitions, including our planned acquisition of Cardholder Management Services, Inc.

and its subsidiaries, including CardWorks, Inc. and Merrick Bank Corporation;


·
the adequacy of our succession planning for key executives or other personnel and our ability to attract or retain qualified employees;

S-2
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·
natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as adverse effects of the

COVID-19 pandemic on us and our customers, counterparties, employees, and third-party service providers); or


·
other assumptions, risks, or uncertainties described in any of the Company's annual, quarterly or current reports.
Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any
forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required
by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in
any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
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Unless the context otherwise requires, the following definitions apply. The term "loans" means the following consumer and commercial
products associated with our direct and indirect financing activities: loans, retail installment sales contracts, lines of credit, and other financing products
excluding operating leases. The term "operating leases" means consumer- and commercial-vehicle lease agreements where Ally is the lessor and where the
lessee is generally not obligated to acquire ownership of the vehicle at lease-end or compensate Ally for the vehicle's residual value. The terms "lend,"
"finance," and "originate" mean our direct extension or origination of loans, our purchase or acquisition of loans, or our purchase of operating leases as
applicable. The term "consumer" means all consumer products associated with our loan and operating-lease activities and all commercial retail installment
sales contracts. The term "commercial" means all commercial products associated with our loan activities, other than commercial retail installment sales
contracts.
INDUSTRY AND MARKET DATA
We obtained the industry, market and competitive position data included in this prospectus supplement and in the documents incorporated by
reference herein from our own internal estimates and research as well as from industry and general publications and research, surveys and studies
conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable,
although they do not guarantee the accuracy or completeness of such information.

S-3
Table of Contents
SUMMARY
This summary highlights some of the information contained, or incorporated by reference, in this prospectus supplement. It does not
contain all of the information that is important to you. You should read both this prospectus supplement and the accompanying prospectus in their
entirety, including the information incorporated by reference, to understand fully the terms of the notes, as well as the other considerations that are
important to you in making your investment decision. You should pay special attention to the "Risk Factors" beginning on page S-9 and incorporated
by reference herein as well as the section entitled "Cautionary Statement Regarding Forward-Looking Statements" on page S-1.
Ally Financial Inc.
Ally Financial Inc. is a leading digital financial-services company with $182.5 billion in assets as of March 31, 2020. As a customer-
centric company with passionate customer service and innovative financial solutions, we are relentlessly focused on "Doing It Right" and being a
trusted financial-services provider to our consumer, commercial, and corporate customers. We are one of the largest full-service automotive-finance
operations in the country and offer a wide range of financial services and insurance products to automotive dealerships and consumers. Our award-
winning online bank (Ally Bank, Member FDIC and Equal Housing Lender) offers mortgage-lending, personal lending, and a variety of deposit and
other banking products, including savings, money-market, and checking accounts, certificates of deposit (CDs), and individual retirement accounts
(IRAs). Additionally, we offer securities-brokerage and investment-advisory services through Ally Invest. Our robust corporate finance business
offers capital for equity sponsors and middle-market companies.
Our principal executive offices are located at Ally Detroit Center, 500 Woodward Ave., Floor 10, Detroit, Michigan 48226, and our
telephone number is (866) 710-4623.
Our Business
Our primary business lines are Dealer Financial Services, which is composed of our Automotive Finance and Insurance operations,
Mortgage Finance, and Corporate Finance. Corporate and Other primarily consists of centralized corporate treasury activities, the management of our
legacy mortgage portfolio, the activity related to Ally Invest and Ally Lending (formerly known as Health Credit Services), and reclassifications and
eliminations between the reportable operating segments.
Dealer Financial Services comprises our Automotive Finance and Insurance segments. Our primary customers are automotive dealers,
which are independently owned businesses. A dealer may sell or lease a vehicle for cash but, more typically, enters into a retail installment sales
contract or operating lease with the customer and then sells the retail installment sales contract or the operating lease and the leased vehicle, as
applicable, to Ally or another automotive-finance provider. The purchase by Ally or another provider is commonly described as indirect automotive
lending to the customer.
Our Dealer Financial Services business is one of the largest full-service automotive finance operations in the country and offers a wide
range of financial services and insurance products to automotive dealerships and their customers. We have deep dealer relationships that have been
built throughout our over 100-year history, and we are leveraging competitive strengths to expand our dealer footprint. Our dealer-centric business
model encourages dealers to use our broad range of products through incentive programs like our Ally Dealer Rewards program, which rewards
individual dealers based on the depth and breadth of our relationship. Our automotive finance services include purchasing retail installment sales
contracts and operating leases from dealers, extending automotive loans directly to consumers, offering term loans to dealers, financing dealer
floorplans and providing other lines of credit to dealers, supplying warehouse lines to automotive retailers, offering automotive-fleet
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S-4
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financing, providing financing to companies and municipalities for the purchase or lease of vehicles, and supplying vehicle-remarketing services. We
also offer retail vehicle service contracts (VSCs) and commercial insurance primarily covering dealers' vehicle inventories. We are a leading provider
of VSCs, guaranteed asset protection (GAP), and vehicle maintenance contracts (VMCs).
Ally Bank, our direct banking platform, is focused on growing a stable deposit base and deepening relationships with our more than
2.0 million primary deposit customers by leveraging our compelling brand and strong value proposition. Ally Bank is a direct bank with no branch
network that obtains retail deposits directly from customers through internet, telephone, mobile, and mail channels. We have grown our deposits with
a strong brand that is based on a promise of being straightforward with our customers and offering high-quality customer service. Ally Bank has
consistently increased its share of the direct banking deposit market and remains one of the largest direct banks in terms of retail deposit balances. Our
strong retention rates and a growing customer base reflect the strength of our brand and, together with competitive deposit rates, continue to drive
growth in retail deposits. At March 31, 2020, Ally Bank had $122.3 billion of total deposits, including $106.1 billion of retail deposits. Over the past
several years, the continued growth of our retail-deposit base has contributed to a more favorable mix of lower cost funding and we continue to focus
on efficient deposit growth by continuing to expand the deposit value proposition beyond competitive deposit rates. Ally Bank's assets and operating
results are included within our Automotive Finance, Mortgage Finance, and Corporate Finance segments, as well as Corporate and Other, based on its
underlying business activities.
For more information about our lines of business, please refer to "Item 1. Business" of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, as well as any descriptions of our business in our subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, which are incorporated by reference herein.

S-5
Table of Contents
Summary of the Notes
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains more detailed descriptions of the
terms and conditions of the notes.
For a description of certain considerations that should be taken into account in connection with an investment in the notes, see "Risk
Factors" beginning on page S-9.

Issuer
Ally Financial Inc.

Notes Offered
$800,000,000 aggregate principal amount of 3.050% Senior Notes due 2023.

Maturity Date
The notes will mature on June 5, 2023.

Interest
The notes will bear interest at a rate of 3.050% per year, payable semi-annually, in
arrears, on June 5 and December 5 of each year, commencing on December 5, 2020.

Ranking
The notes will constitute unsubordinated unsecured indebtedness of Ally.


·
The notes will:

·
rank equally in right of payment with all of Ally's existing and

future unsubordinated unsecured indebtedness;

·
rank senior in right of payment to all of Ally's existing and

future indebtedness that by its terms is expressly subordinated to
such notes;

·
be effectively subordinated to Ally's existing and future secured
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indebtedness to the extent of the value of the assets securing
such indebtedness; and

·
be structurally subordinated to all of the existing and future
indebtedness and other liabilities (including trade payables and

lease obligations and, in the case of Ally Bank, its deposits) of
Ally's subsidiaries to the extent of the value of the assets of such
subsidiaries.

As of March 31, 2020, the Company had approximately $41.5 billion in principal

amount of total debt outstanding, consisting of $12.9 billion and $28.6 billion in
principal amount of unsecured and secured debt, respectively.

Optional Redemption
The notes will be redeemable at Ally's option, in whole or in part, at any time or
from time to time, on or after November 30, 2020 (180 days from June 3, 2020) (or,
if additional notes are

S-6
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issued thereafter, beginning 180 days after the issue date of such additional notes) and
prior to May 6, 2023 (30 days prior to the maturity date), at a redemption price, plus

accrued and unpaid interest thereon, if any, to, but excluding, the redemption date,
equal to the greater of:

·
100% of the aggregate principal amount of the notes being redeemed

on that redemption date; and

·
the sum of the present values of the remaining scheduled payments of
principal and interest on the notes being redeemed that would be due if
the notes to be redeemed matured on May 6, 2023 (30 days prior to the
maturity date) (not including any portion of such payments of interest

accrued to the redemption date) discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined in this
prospectus supplement) plus 50 basis points.

On and after May 6, 2023 (30 days prior to the maturity date), the notes will be
redeemable, in whole or in part, at any time and from time to time, at Ally's option

at a redemption price equal to 100% of the aggregate principal amount of the notes
being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding,
the redemption date. See "Description of Notes--Optional Redemption" below.

Certain Covenants
The indenture governing the notes contains covenants that, among other things,


·
limit Ally's ability to:

·
grant liens on its assets to secure indebtedness without equally

and ratably securing such notes; and

·
merge or consolidate, or transfer or dispose of all or substantially

all of its assets; and

·
require Ally to provide certain periodic and interim reports to the

holders of such notes.


The notes contain covenants that will, among other things:

·
limit the ability of Ally and its subsidiaries to make payments to

holders of such notes in return for a consent, waiver or amendment to
the terms of such notes; and
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S-7
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·
require Ally to provide certain additional financial information to the
holders of such notes and to prospective investors, upon their request

under certain circumstances, as described in the last sentence of
"Description of Notes--Certain Covenants--SEC Reports and Reports
to Holders".

No Prior Market
The notes will be new securities for which there is no market. Although the
underwriters have advised us that they intend to make a market in the notes, they are
not obligated to do so, and any market making with respect to such notes may be
discontinued without notice. We do not intend to list the notes on any securities
exchange. Accordingly, we cannot assure you that a liquid market for the notes will
develop or be maintained.

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes.
Pending the application of the proceeds, we may invest the proceeds in short-term
securities. See "Use of Proceeds."

Considerations for Benefit Plan Investors
For a discussion on certain prohibited transactions and fiduciary duty issues
pertaining to purchases by or on behalf of an employee benefit plan, see "Certain
Benefit Plan and IRA Considerations."

Risk Factors
For a discussion of the risks that you should consider carefully before making an
investment in the notes, please see "Risk Factors."

S-8
Table of Contents
RISK FACTORS
Your decision whether to acquire any notes will involve risk. The risks described below are intended to highlight risks that are specific to the
notes being offered but are not the only risks we face.
You should be aware of, and carefully consider, the following risk factors, along with all of the risks and other information provided or
referred to in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein, including the discussion
in our periodic and current reports including all of the risks discussed in the "Risk Factors" section thereof, before deciding whether to participate in the
offering of the notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business
operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also
include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See
"Cautionary Statement Regarding Forward-Looking Statements" in this prospectus supplement.
Risks Relating to the Notes
Our substantial level of indebtedness could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the notes,
our ability to react to changes in our business and our ability to incur additional indebtedness to fund future needs.
We have a substantial amount of indebtedness, which requires significant interest and principal payments. As of March 31, 2020, we had
approximately $41.5 billion in principal amount of indebtedness outstanding. We may incur additional indebtedness from time to time. If we do so, the
risks related to our high level of indebtedness could be increased.
Our substantial level of indebtedness could have important consequences to holders of the notes, including the following:



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·
making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes;

·
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing funds

available for other purposes;

·
increasing our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared

to our competitors that have relatively less indebtedness;


·
limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; and

·
limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures,

acquisitions, research and development and other corporate purposes.
In addition, a breach of any of the restrictions or covenants in our debt agreements could cause a cross-default under other debt agreements. A
significant portion of our indebtedness then may become immediately due and payable. We are not certain whether we would have, or be able to obtain,
sufficient funds to make these accelerated payments. If any of our indebtedness is accelerated, our assets may not be sufficient to repay in full such
indebtedness and our other indebtedness.
Any credit ratings assigned to the notes may not reflect all risks on the market value of the notes.
Any credit ratings assigned to the notes reflect the rating agencies' opinion of our ability to make payments on the notes when such payments
are due and are not a guarantee of quality. Actual or anticipated

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changes in the credit ratings assigned to the notes will generally affect the value of your notes. The credit ratings assigned to the notes, however, may not
reflect fluctuations in the market value of the notes as a result of changes in prevailing interest rates, our credit spreads, or other factors. Agency ratings are
not a recommendation to buy, sell, or hold any security and may be revised or withdrawn at any time. Each agency's rating should be evaluated
independently of any other agency's rating.
We may not be able to generate sufficient cash to service all of our indebtedness, including the notes.
Our ability to make scheduled payments of principal and interest or to satisfy our obligations in respect of our indebtedness, to refinance our
indebtedness or to fund capital expenditures will depend on our future operating performance. Prevailing economic conditions (including interest rates),
regulatory constraints, including, among other things, on distributions to us from our subsidiaries and required capital levels with respect to certain of our
banking and insurance subsidiaries, and financial, business and other factors, many of which are beyond our control, will also affect our ability to meet
these needs. We may not be able to generate sufficient cash flows from operations or obtain future borrowings in an amount sufficient to enable us to pay
our indebtedness or fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be
able to refinance any of our indebtedness when needed on commercially reasonable terms or at all.
Our subsidiaries will not guarantee the notes and will not be restricted under the indenture for the notes. Your right to receive payments on the notes is
effectively subordinated to the indebtedness and other liabilities of our subsidiaries.
Our subsidiaries will not guarantee the notes and will not be restricted under the indenture for the notes. Accordingly, in the event of a
bankruptcy or insolvency, the claims of creditors of our subsidiaries, including holders of any of our outstanding notes that are guaranteed by our
subsidiaries, would also rank effectively senior to the notes, to the extent of the assets of those subsidiaries. None of our subsidiaries, or any of their
respective subsidiaries, has any obligation to pay any amounts due on the notes or to provide us with funds for our payment obligations, whether by
dividends, distributions, loans or other payments. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their
liabilities, including trade creditors, will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made
available for distribution to us. The notes and the indenture will permit us to sell our interests in (through merger, consolidation or otherwise) our
subsidiaries, or sell all or substantially all of the assets of any of our subsidiaries, in each case, without the consent of the holders of the notes in certain
circumstances.
Our less than wholly owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other
agreements. As a result, we may not be able to access their cash flows to service our debt obligations, including obligations in respect of the notes.
The notes will be effectively subordinated to our existing and future secured indebtedness which is secured by a lien on certain of our assets.
As of March 31, 2020, we had approximately $28.6 billion in aggregate principal amount of secured indebtedness outstanding. The notes will
not be secured by any of our assets. As a result, our existing and future secured indebtedness will rank effectively senior to the indebtedness represented by
the notes, to the extent of the value of the assets securing such indebtedness. In the event of any distribution or payment of our assets in any foreclosure,
dissolution, winding-up, liquidation or reorganization, or other bankruptcy proceeding, our secured creditors will have a superior claim to the applicable
collateral. If any of the foregoing occurs, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. The existing and future
liabilities of our subsidiaries will be structurally senior to the indebtedness represented by the notes to the extent of the value of the assets of such
subsidiaries.
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In addition, if we default under any of our existing or future secured indebtedness, the holders of such indebtedness could declare all of the
funds borrowed thereunder, together with accrued interest, immediately due

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and payable. If we are unable to repay such indebtedness, the holders of such indebtedness could foreclose on the pledged assets to the exclusion of the
holders of the notes, even if an event of default exists under the indenture governing the notes at such time. In any such event, because the notes will not be
secured by any of our assets, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained,
they might be insufficient to satisfy your claims in full.
Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market
will develop for the notes.
The notes are a new issue of securities for which there is no established public market. We do not intend to list the notes on any securities
exchange. The underwriters have advised us that they intend to make a market in the notes, as permitted by applicable laws and regulations; however, the
underwriters are not obligated to make a market in the notes and they may discontinue their market-making activities at any time without notice. Therefore,
an active market for the notes may not develop or, if developed, it may not continue.
The liquidity of any market for the notes and the market price will depend upon, among other things, the number of holders of such notes, our
financial condition, financial performance and future prospects, the market for similar securities, our credit ratings with major credit rating agencies, the
interest of securities dealers in making a market in such notes, and other factors. A liquid trading market may not develop for the notes. If a market
develops for the notes, the notes could trade at prices that may be lower than the initial offering price of the notes. If an active market does not develop or
is not maintained, the price and liquidity of the notes may be adversely affected. The market, if any, for the notes may not be free from similar disruptions
and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, credit rating agencies periodically review their
ratings and ratings methodologies for the companies that they follow, including Ally, the issuer of the notes. A negative change in ratings could have an
adverse effect on the liquidity and price of the notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended
or withdrawn by the credit rating agency at any time.
A court could deem the issuance of the notes to be a fraudulent conveyance and void all or a portion of the obligations represented by the notes.
In a bankruptcy proceeding by Ally, a trustee, debtor in possession, or someone else acting on behalf of the bankruptcy estate may seek to
recover transfers made or void obligations incurred prior to the bankruptcy proceeding on the basis that such transfers and obligations constituted fraudulent
conveyances. Fraudulent conveyances are generally defined to include transfers made or obligations incurred for less than reasonably equivalent value or
fair consideration when the debtor was insolvent, inadequately capitalized or in similar financial distress or that rendered the debtor insolvent, inadequately
capitalized or unable to pay its debts as they become due, or transfers made or obligations incurred with the intent of hindering, delaying or defrauding
current or future creditors. The Bankruptcy Code contains a provision permitting a trustee, debtor in possession or such other party to recover fraudulent
transfers or void fraudulent obligations that in each case were made or incurred within two years prior to the commencement of a bankruptcy proceeding.
The Bankruptcy Code also permits a trustee, debtor in possession or such other party utilize state laws and applicable state limitations periods, which would
otherwise be available to individual creditors outside of bankruptcy, to recover such transfers or void such obligations. These state limitation periods are
typically longer than two years. If a court were to find that Ally issued the notes under circumstances constituting a fraudulent conveyance, the court could
void all or a portion of the obligations under the notes. In addition, under such circumstances, the value of any consideration holders received with respect
to the notes could also be subject to recovery from such holders and possibly from subsequent transferees.
Therefore, a note could be voided, or claims in respect of a note could be subordinated to all other debts of Ally, if Ally at the time it incurred
the indebtedness evidenced by the notes received less than reasonably equivalent value or fair consideration for the issuance of such notes, and:


·
was insolvent or rendered insolvent by reason of such issuance or incurrence;

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·
was engaged in a business or transaction for which Ally's remaining assets constituted unreasonably small capital; or


·
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to
determine whether a fraudulent transfer has occurred. Generally, however, a debtor would be considered insolvent if:


·
the sum of its debts, including contingent liabilities, was greater than all of its assets at fair valuation;

·
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing

debts, including contingent liabilities, as they become absolute and mature; or
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