Obligation Allied Financial Inc. 5.125% ( US02005NAV29 ) en USD

Allied Financial Inc.

99.904 % ▼

Etats-unis

US02005NAV29 ( en USD )

5.125% par an ( paiement semestriel )

29/09/2024 - Obligation échue

Prospectus brochure de l'obligation Ally Financial Inc US02005NAV29 en USD 5.125%, échue

2 000 USD

700 000 000 USD

02005NAV2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Ally Financial Inc. est une société financière diversifiée offrant des services bancaires aux consommateurs et aux entreprises, notamment des prêts automobiles, des cartes de crédit, des comptes de dépôt et des services d'investissement.

L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NAV29, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2024

L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NAV29, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NAV29, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Calculation of Registration Fee

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
3.250% Senior Notes due 2017

$300,000,000

$38,640
5.125% Senior Notes due 2024

$700,000,000

$90,160

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-193070

Prospectus Supplement
(To Prospectus dated December 24, 2013)
$1,000,000,000
Ally Financial Inc.
$300,000,000 3.250% Senior Notes due 2017
$700,000,000 5.125% Senior Notes due 2024
This is an offering of $300,000,000 aggregate principal amount of 3.250% Senior Notes due 2017 (the "2017 notes") and $700,000,000
aggregate principal amount of 5.125% Senior Notes due 2024 (the "2024 notes" and, together with the 2017 notes, the "notes") of Ally Financial
Inc. ("Ally"). The 2017 notes will bear interest at a rate of 3.250% per year and the 2024 notes will bear interest at a rate of 5.125% per year. Ally
will pay interest on (i) the 2017 notes semi-annually on March 29 and September 29, in cash in arrears, of each year, beginning on March 29, 2015
and (ii) the 2024 notes semi-annually on March 30 and September 30, in cash in arrears, of each year, beginning on March 30, 2015. The 2017
notes will mature on September 29, 2017 and the 2024 notes will mature on September 30, 2024.
Each series of 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 such notes. Each series of 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.
Each series of notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Neither the 2017 notes
nor the 2024 notes will be listed on any exchange, listing authority or quotation system. Currently, there is no public market for either series of
notes. Neither the 2017 notes nor the 2024 notes are subject to redemption prior to maturity and there is no sinking fund for either series of notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 and incorporated by reference herein to read about
risks you should consider before buying the notes.

Per 2017 note
Total
Per 2024 note
Total
Price to public(1)

99.646%
$298,938,000

98.085%
$686,595,000
Underwriting discount

0.700%
$
2,100,000

1.000%
$
7,000,000
Proceeds, before expenses, to Ally

98.946%
$296,838,000

97.085%
$679,595,000

(1)
Plus accrued interest, if any, from September 29, 2014.
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
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contrary is a criminal offense.
Each series of notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC") and its participants,
including Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme, on or about September 29, 2014.
Joint Book-Running Managers

Citigroup
Deutsche Bank Securities

Goldman, Sachs & Co.
Morgan Stanley
Co-Managers

Lloyds Securities

PNC Capital Markets LLC

Scotiabank
SOCIETE GENERALE

US Bancorp

Blaylock Beal Van, LLC

Drexel Hamilton

Mischler Financial Group, Inc.
Toussaint Capital Partners, LLC
September 24, 2014
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Cautionary Statement Regarding Forward-Looking Statements
S-i
Industry and Market Data
S-i
Summary
S-1
Use of Proceeds
S-6
Ratio of Earnings to Fixed Charges
S-7
Risk Factors
S-8
Capitalization
S-12
Selected Historical Consolidated Financial Data
S-13
Description of Notes
S-14
Book-Entry, Delivery and Form of Notes
S-20
Certain Benefit Plan and IRA Considerations
S-23
U.S. Federal Income Tax Consequences
S-25
Underwriting
S-28
Incorporation by Reference; Where You Can Find More Information
S-32
Legal Matters
S-33
Independent Registered Public Accounting Firm
S-33
Prospectus
About This Prospectus
1
Information Incorporated by Reference; Where You Can Find More Information
2
Cautionary Statement Regarding Forward-Looking Statements
3
Summary
4
Risk Factors
5
Use of Proceeds
6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividend Requirements
7
Description of Senior Guaranteed Notes and Guarantees of Senior Guaranteed Notes
8
Description of Senior Notes
19
Description of Subordinated Notes
25
Description of Preferred Stock
26
Book-Entry, Delivery and Form of Notes
28
Validity of Securities
31
Experts
31

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.
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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.
Table of Contents
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.
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference documents containing various
forward-looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of
1995, that are based upon our current expectations and assumptions concerning future events that are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated.
The words "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities,"
"target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," or the negative of any of
these words or similar expressions are intended to identify forward-looking statements. All statements contained in or incorporated by reference
into this prospectus supplement and the accompanying prospectus, other than statements of historical fact, including without limitation statements
about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties.
While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable,
these statements are not guarantees of any events or financial results, and our actual results may differ materially due to numerous important factors
that are described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as updated by our subsequent
Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and the other documents incorporated by reference herein. See
"Incorporation by Reference; Where You Can Find More Information." Many of these risks, uncertainties and assumptions are beyond our control,
and may cause our actual results and performance to differ materially from our expectations. Accordingly, you should not place undue reliance on
any forward-looking statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and should
consider all uncertainties and risks discussed, including those under "Risk Factors" in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein. Such forward-looking statements apply only as of the date they are made, and we undertake
no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date the forward-looking statement is
made.
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-i
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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-8 and incorporated by reference herein as well as the section entitled "Cautionary Statement Regarding Forward-
Looking Statements" on page S-i.
Ally Financial Inc.
Ally Financial Inc. is a leading, independent, diversified, financial services firm with $149.9 billion in assets as of June 30, 2014.
Founded in 1919, we are a leading automotive financial services company with approximately 95 years of experience, providing a broad array
of financial products and services to automotive dealers and their customers. We operate as a financial holding company and a bank holding
company. Our banking subsidiary, Ally Bank, is an indirect wholly owned subsidiary of Ally Financial Inc. and a leading franchise in the
growing direct (internet, telephone, mobile, and mail) banking market, with $55.6 billion of deposits at June 30, 2014.
Our principal executive offices are located at 200 Renaissance Center, Detroit, Michigan 48265, and our telephone number is (866)
710-4623.
Our Business
Our Dealer Financial Services operations, which include our Automotive Finance and Insurance operations, offer a wide range of
financial services and insurance products to over 16,000 automotive dealerships and approximately 4 million of their retail customers. We
have deep dealer relationships that have been built over our approximately 95-year history. Our dealer-focused 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 providing retail installment sales contracts,
loans, and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, fleet financing, and vehicle
remarketing services. We also offer retail vehicle service contracts and commercial insurance primarily covering dealers' wholesale vehicle
inventories. We are a leading provider of vehicle service contracts and maintenance coverage.
Ally Bank, our direct banking platform, provides us with a stable and diversified low-cost funding source. Our focus is on building a
stable deposit base driven by our compelling brand and strong value proposition. Ally Bank raises deposits directly from customers through
the direct banking channel via the internet, over the telephone, and through mobile applications. Ally Bank offers a full spectrum of deposit
product offerings including savings and money market accounts, certificates of deposit, interest-bearing checking accounts, trust accounts, and
individual retirement accounts. We continue to expand the deposit product offerings in our banking platform in order to meet customer needs.
Ally Bank's assets and operating results are divided between our Automotive Finance operations and Mortgage operations 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, 2013, 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-1
Table of Contents
Recent Developments
Concurrently with this offering, we launched cash tender offers for up to an aggregate of $700.0 million principal amount of our
8.00% Senior Guaranteed Notes due 2020, our 7.50% Senior Guaranteed Notes due 2020 and our 8.00% Senior Notes due 2031 (the "Tender
Offers"). The net proceeds from this offering will be used to fund the Tender Offers. See "Use of Proceeds." While the Tender Offers are
conditioned upon, among other things, the consummation of this offering, this offering is not conditioned upon the consummation of the
Tender Offers. The Tender Offers are not being made pursuant to this prospectus supplement.
Ratio of Earnings to Fixed Charges
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Our ratio of earnings to fixed charges for the six months ended June 30, 2014 and the years ended December 31, 2013, 2012, 2011,
2010 and 2009 were 1.43, 1.10, 1.13, 0.96, 0.95 and 0.30, respectively. See "Ratio of Earnings to Fixed Charges."

S-2
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-8.

Issuer
Ally Financial Inc.

Notes Offered
$300,000,000 aggregate principal amount of 3.250% Senior Notes due 2017 and
$700,000,000 aggregate principal amount of 5.125% Senior Notes due 2024.

Maturity Date
The 2017 notes will mature on September 29, 2017 and the 2024 notes will
mature on September 30, 2024.

Interest
The 2017 notes will bear interest at a rate of 3.250% per year, payable semi-
annually, in arrears, on March 29 and September 29 of each year, commencing
on March 29, 2015. The 2024 notes will bear interest at a rate of 5.125% per
year, payable semi-annually, in arrears, on March 30 and September 30 of each
year, commencing on March 30, 2015.

Ranking
Each series of notes will constitute unsubordinated unsecured indebtedness of
Ally.

Each series of 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

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 June 30, 2014, the Company had approximately $75.3 billion in principal

amount of total debt outstanding, consisting of $27.5 billion and $47.8 billion in
principal amount

S-3
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of unsecured and secured debt, respectively. As of June 30, 2014, Ally on a

standalone basis had approximately $26.1 billion in aggregate principal amount
of total debt outstanding, all of which was unsecured.

Redemption
The 2017 notes are not subject to redemption prior to maturity and the 2024
notes are not subject to redemption prior to maturity.

Certain Covenants
The indenture governing each series of 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.

Each series of notes will 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

·

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 of each series will be new securities for which there is no market.
Although the underwriters have advised us that they intend to make a market in
each series of 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 either series of notes on any securities exchange. Accordingly, we cannot
assure you that a liquid market for either series of notes will develop or be
maintained.

Use of Proceeds
We intend to use the net proceeds from this offering to fund the Tender Offers,
including to pay accrued and unpaid interest on the notes subject to the Tender
Offers, any tender premiums and related fees and expenses. If the Tender Offers
are not

S-4
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completed or if there are remaining proceeds following completion of the Tender
Offers, then we expect to use the proceeds from this offering or the remaining

proceeds, as the case may be, for general corporate purposes. See "Use of
Proceeds."

Considerations for Benefit Plan Investors
For a discussion of 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 risks that you should consider carefully before making an
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investment in the notes, please read "Risk Factors."

S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $976,433,000, after deducting the underwriting discount and
before estimated offering expenses payable by us. We estimate that our expenses, other than the underwriting discount, will be approximately
$500,000.
We intend to use the net proceeds from this offering to fund the Tender Offers, including to pay accrued and unpaid interest on the notes
subject to the Tender Offers, any tender premiums and related fees and expenses. This offering is not conditioned upon consummation of the
Tender Offers. If the Tender Offers are not completed or if there are remaining proceeds following completion of the Tender Offers, then we expect
to use the proceeds from this offering or the remaining proceeds, as the case may be, for general corporate purposes. Pending the application of the
proceeds, we may invest the proceeds in short-term securities.

S-6
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges were as follows for the periods presented:

Six months
Year ended December 31,

ended
June 30,

2014(a)
2013(a)
2012(a)
2011(a)
2010(a)
2009(a)
Ratio of earnings to fixed charges(b)

1.43
1.10
1.13
0.96
0.95
0.30
(a) During 2014, 2013, 2012, 2011, 2010, and 2009, we committed to dispose of certain operations of our Automotive Finance operations, Insurance operations, Mortgage operations,
and Commercial Finance Group. We report these businesses separately as discontinued operations in the Condensed Consolidated Financial Statements. Refer to Note 2 to the
Condensed Consolidated Financial Statements incorporated herein by reference for further discussion of our discontinued operations. All reported periods of the calculation of the
ratio of earnings to fixed charges exclude discontinued operations.

(b)
The ratio indicates a less than one-to-one coverage for the years ended December 31, 2011, 2010 and 2009. Earnings available for fixed charges for the years ended December 31,
2011, 2010, and 2009 were inadequate to cover fixed charges. The deficient amounts for the ratio were $183 million, $244 million, and $3,351 million for the years ended
December 31, 2011, 2010, and 2009, respectively.

S-7
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.
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We have a substantial amount of indebtedness, which requires significant interest and principal payments. As of June 30, 2014, we had
approximately $75.3 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 of either series, including the following:

·
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.
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

S-8
Table of Contents
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 to 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 of either series 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 of either series 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 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 of each series
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.
Each series of 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 June 30, 2014, we had approximately $47.8 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
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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 each series of
notes to the extent of the value of the assets of such subsidiaries.
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 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 of either series.
Each series of notes is an issue of securities for which there is no established public market. The underwriters have advised us that they
intend to make a market in the notes of each series, as permitted by

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applicable laws and regulations; however, the underwriters are not obligated to make a market in any of the notes and they may discontinue their
market-making activities at any time without notice. Therefore, an active market for any of the notes may not develop or, if developed, it may not
continue. The liquidity of any market for any notes will depend upon, among other things, the number of holders of such notes, our performance,
the market for similar securities, the interest of securities dealers in making a market in such notes and other factors. A liquid trading market may
not develop for any notes. If a market develops for any notes, such notes could trade at prices that may be lower than the initial offering price of
such notes. If an active market does not develop or is not maintained, the price and liquidity of such notes may be adversely affected. Historically,
the market for non-investment grade debt securities has been subject to disruptions that have caused substantial volatility in the prices of securities
similar to the notes. The market, if any, for any of 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.
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. A trustee or such other parties may recover such transfers and avoid such obligations
made within two years prior to the commencement of a bankruptcy proceeding. Furthermore, under certain circumstances, creditors may generally
recover transfers or void obligations outside of bankruptcy under applicable fraudulent transfer laws, within the applicable limitation period, which
are typically longer than two years. In bankruptcy, a representative of the estate may also assert such claims. 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;

·
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

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

·
it could not pay its debts as they become due.

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We cannot assure you as to what standard a court would apply in determining whether Ally would be considered to be insolvent. If a
court determined that Ally was insolvent after giving effect to the issuance of the new securities, it could void either or both series of notes, or
potentially impose other forms of damages.
With respect to certain actions under the indenture governing the notes, holders of each series of notes will vote together as a single class with
holders of all other debt securities issued under the indenture governing the notes that are adversely affected by such actions; therefore the
voting interest of a holder of notes under the indenture with respect to such actions will be diluted.
For purposes of the indenture governing each series of notes, the notes of each series offered hereby and all other debt securities issued
thereunder will generally constitute a single class of debt securities. Therefore, any action under the indenture governing the notes other than those
actions affecting only a particular series of notes will require the consent of the holders of not less than 66 2/3% in aggregate principal amount of
the debt securities issued thereunder that are affected thereby. See "Description of Notes--Modification of the Indenture." Consequently, any
action requiring the consent of holders of notes under the indenture governing the notes may also require the consent of holders of a significant
portion of the remaining debt securities issued thereunder, and the individual voting interest of each holder of such notes may be accordingly
diluted with respect to such actions. In addition, holders of debt securities could vote in favor of certain actions under the indenture that holders of
either series of notes vote against, and the requisite consent to such action could be received nonetheless. We also may, from time to time, issue
additional debt securities under the indenture governing the notes which could further dilute the individual voting interest of each holder of the
notes with respect to such actions.

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CAPITALIZATION
The following table sets forth on a consolidated basis:

·
the actual capitalization of Ally as of June 30, 2014; and

·
the adjusted capitalization of Ally as of June 30, 2014 on an as adjusted basis to reflect the issuance of the notes.
This table does not give effect to the Tender Offers.
This table should be read in conjunction with the "Selected Historical Consolidated Financial Data" elsewhere in this prospectus
supplement and the historical consolidated financial statements and related notes that are contained in our Annual Report on Form 10-K for the
year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, which are incorporated by reference
into this prospectus supplement.

As of June 30, 2014

Actual
As Adjusted

(in millions)

Cash and cash equivalent

$ 5,777
$
6,753(1)

Short-term debt:

Secured

3,029

3,029
Unsecured

3,340

3,340

Total short-term debt

6,369

6,369

Long-term debt:

Secured

Due within one year

12,577

12,577
Due after one year

32,155

32,155

Total secured long-term debt

44,732

44,732
Unsecured

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