Obligation Allied Financial Inc. 5.8% ( US02005NBJ81 ) en USD

Allied Financial Inc.

100 % ▲

Etats-unis

US02005NBJ81 ( en USD )

5.8% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation Ally Financial Inc US02005NBJ81 en USD 5.8%, échue

2 000 USD

750 000 000 USD

02005NBJ8

BBB- ( Qualité moyenne inférieure )

N/A

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 US02005NBJ81, paye un coupon de 5.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2025
L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NBJ81, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d794471d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-234810
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
5.800% Senior Notes due 2025

$750,000,000

$97,350.00

(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)

$750,000,000
Ally Financial Inc.
5.800% Senior Notes due 2025
This is an offering of $750,000,000 aggregate principal amount of 5.800% Senior Notes due 2025 (the "notes") of Ally Financial Inc. ("Ally").
The notes will bear interest at a rate of 5.800% per year. Ally will pay interest on the notes semi-annually on May 1 and November 1, in cash in arrears, of
each year, beginning on November 1, 2020. The notes will mature on May 1, 2025.
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 October 5, 2020 (180 days from April 8, 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)

98.828%
$741,210,000
Underwriting discount

0.450%
$
3,375,000
Proceeds, before expenses, to Ally

98.378%
$737,835,000

(1)
Plus accrued interest, if any, from April 8, 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
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
Euroclear Bank, SA/NV and Clearstream Banking, société anonyme, on or about April 8, 2020.
Joint Book-Running Managers

Citigroup

Deutsche Bank Securities

J.P. Morgan

RBC Capital Markets
Co-Managers

Lloyds Securities

Scotiabank

US Bancorp

C.L. King & Associates

Great Pacific Securities

MFR Securities, Inc.

Penserra Securities LLC

Ramirez & Co., Inc.
April 6, 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-15
Capitalization
S-16
Selected Historical Consolidated Financial Data
S-17
Description of Notes
S-18
Book-Entry, Delivery and Form of Notes
S-26
Certain Benefit Plan and IRA Considerations
S-29
U.S. Federal Income Tax Consequences
S-31
Underwriting
S-34
Incorporation By Reference; Where You Can Find More Information
S-40
Legal Matters
S-41
Independent Registered Public Accounting Firm
S-41
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.
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2

s-i
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.

s-ii
Table of Contents
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 governmental 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

https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
and commercial business lines, including mortgage finance, corporate finance, personal lending, brokerage, and wealth management;

S-1
Table of Contents
·
our ability to develop capital plans that will receive non-objection from 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;

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

·
natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics;

·
the impact of the coronavirus disease (COVID-19) on our business, financial position, and results of operations;

S-2
Table of Contents

·
our ability to maintain appropriate environmental, social, and governance practices and disclosures; 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
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
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 $180.6 billion in assets as of December 31, 2019. 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
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
floorplans and providing other lines of credit to dealers, supplying warehouse lines to automotive retailers, offering automotive-fleet

S-4
Table of Contents
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 1.97 million
primary deposit customers driven by our compelling brand and strong value proposition. As a direct bank with no branch network, Ally Bank 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 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
December 31, 2019, Ally Bank had $120.8 billion of total deposits--including $103.7 billion of retail deposits, which grew $14.6 billion, or 16.4%
since December 31, 2018. Over the past several years, the continued growth of our retail-deposit base has contributed to a more favorable mix of
lower cost funding. 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 Current Reports on Form 8-K, which are incorporated
by reference herein.
Recent Developments
On February 18, 2020, Ally entered into a merger agreement to acquire Cardholder Management Services, Inc. (CMSI) in a transaction
that includes both cash and stock consideration totaling $2.6 billion, subject to adjustment as provided in the merger agreement. Under the terms of
the merger agreement, Merrick Bank Corporation, a wholly owned subsidiary of CMSI, will merge into Ally Bank. The acquisition of CMSI will
further diversify Ally's product offerings, adding an established credit card platform, full-spectrum servicing and recovery operation and a nationwide
merchant acquiring business. The acquisition, which is subject to customary regulatory approvals and closing conditions, is expected to close in the
third quarter of 2020.

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
$750,000,000 aggregate principal amount of 5.800% Senior Notes due 2025.

Maturity Date
The notes will mature on May 1, 2025.

Interest
The notes will bear interest at a rate of 5.800% per year, payable semi-annually, in
arrears, on May 1 and November 1 of each year, commencing on November 1, 2020.

https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
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

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 December 31, 2019, the Company had approximately $40.7 billion in principal

amount of total debt outstanding, consisting of $14.9 billion and $25.8 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 October 5, 2020 (180 days from April 8, 2020) (or, if
additional notes are

S-6
Table of Contents
issued thereafter, beginning 180 days after the issue date of such additional notes) and
prior to April 1, 2025 (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 April 1, 2025 (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 April 1, 2025 (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

https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
·
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

·
require Ally to provide certain additional financial information to the

holders of such notes and to

S-7
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
Additional Risks Related to Our Business
The Coronavirus Disease 2019 (COVID-19) pandemic is adversely affecting us and our customers, counterparties, employees, and third-party service
providers, and the adverse impacts on our business, financial position, results of operations, and prospects could be significant.
The spread of COVID-19 has created a global public-health crisis that has resulted in widespread volatility and deteriorations in household,
business, economic, and market conditions. The extent of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and
on our business, results of operations, and prospects will depend on a number of evolving factors, including:

·
The duration, extent, and severity of the pandemic. COVID-19 does not yet appear to be contained and could affect significantly more

households and businesses. The duration and severity of the pandemic continue to be impossible to predict.

·
The response of governmental and nongovernmental authorities. Many of their actions have been directed toward curtailing household
and business activity to contain COVID-19 while simultaneously deploying fiscal- and monetary-policy measures to partially mitigate
the adverse effects on individual households and businesses. These actions are not always coordinated or consistent across jurisdictions

but, in general, have been rapidly expanding in scope and intensity. For example, in many jurisdictions, governments have acted to
temporarily close or restrict the operations of automotive dealers, and as a result, we have recently experienced a significant decline in
our origination of consumer automotive loans and leases.

·
The effect on our customers, counterparties, employees, and third-party service providers. COVID-19 and its associated consequences

and uncertainties may affect individuals, households, and businesses differently and unevenly. In the near-term if not longer, however,
our credit, operational, and other risks are generally expected to increase.

·
The effect on economies and markets. Whether the actions of governmental and nongovernmental authorities will be successful in
mitigating the adverse effects of COVID-19 is unclear. National, regional, and local economies and markets could suffer disruptions that
are lasting. An economic slowdown, for example, could result in declines in new and used vehicle sales and downward pressure on used

vehicle values, which could adversely affect our origination of consumer automotive loans and leases and the performance of our
existing loans and leases. In addition, governmental actions are meaningfully influencing the interest-rate environment, which could
adversely affect our results of operations and financial condition.
We are unable to estimate the impact of COVID-19 on our business and operations at this time. The pandemic could cause us to experience
higher credit losses in our lending portfolio, impairment of our goodwill

S-9
Table of Contents
and other financial assets, further reduced demand for our products and services, and other negative impacts on our financial position, results of operations,
and prospects. Sustained adverse effects may also prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements or
result in downgrades in our credit ratings.
In March 2020, we announced programs to support customers, employees, and communities during the COVID-19 pandemic. A significant
number of our consumer automotive customers have enrolled in a program to defer their payments for up to 120 days. Additionally, a significant number of
our automotive-dealer customers have taken advantage of a program that includes, for up to 120 days, a waiver of curtailments on wholesale floorplan
loans, an increase in floorplan advance rates, a deferral of interest and insurance charges on wholesale borrowings, and a deferral of term loan payments.
These programs may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of COVID-
19 on our customers, may adversely affect our business and results of operations more substantially over a longer period of time.
As described in our 2019 annual report on Form 10-K ("2019 10-K"), on January 1, 2020, we adopted ASU 2016-13, Financial Instruments -
Credit Losses ("CECL"), which upon adoption resulted in a reduction to our opening retained earnings balance of approximately $1 billion, net of income
tax, and a pre-tax increase to the allowance for loan losses of approximately $1.3 billion. As also described in our 2019 10-K, the U.S. banking agencies in
December 2018 had approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations, including the Company
and Ally Bank, the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an
interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL's effect on regulatory capital,
relative to the incurred loss methodology's effect on regulatory capital, followed by a three-year transition period. We are electing this alternative option
instead of the one described in the December 2018 rule.
As further described in our 2019 10-K, because of CECL, our financial results may be negatively affected as soon as weak or deteriorating
economic conditions are forecasted and alter our expectations for credit losses. In addition, due to the expansion of the time horizon over which we are
required to estimate future credit losses under CECL, we may experience increased volatility in our future provisions for credit losses. As a result,
factoring in COVID-19, we expect to incur a significant provision expense for credit losses in the first quarter of 2020 and may incur significant provision
expense for credit losses in future periods as well.
Given our inability to estimate the impact of COVID-19 on our business and operations in 2020, we are withdrawing the Company's financial
outlook for full-year 2020 that was issued on January 22, 2020.
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

424B2
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 December 31, 2019, we had
approximately $40.7 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:

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

S-10
Table of Contents
·
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 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,

S-11
Table of Contents
https://www.sec.gov/Archives/edgar/data/40729/000119312520100151/d794471d424b2.htm[4/7/2020 11:29:19 AM]

Document Outline

#1">
- #1">