Obligation Ford Credit 3.087% ( US345397A290 ) en USD

Ford Credit

100 % ▲

Etas-Unis

US345397A290 ( en USD )

3.087% par an ( paiement semestriel )

09/01/2023 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Credit Company US345397A290 en USD 3.087%, échue

2 000 USD

1 500 000 000 USD

345397A29

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

Ford Motor Credit Company (FMC) est une filiale de Ford Motor Company qui fournit des services de financement automobile, notamment des prêts et des locations aux consommateurs et aux concessionnaires Ford.

L'obligation Ford Motor Credit Company (ISIN : US345397A290, CUSIP : 345397A29), émise aux États-Unis pour un montant total de 1 500 000 000 USD, avec un prix actuel de marché de 100%, un taux d'intérêt de 3,087%, une taille minimale d'achat de 2 000 USD, une maturité le 09/01/2023, une fréquence de paiement semestrielle, notée BB+ par S&P et Ba2 par Moody's, est arrivée à maturité et a été remboursée.

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TABLE OF CONTENTS
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 3 6 3 9
Ca lc ula t ion of t he Re gist ra t ion Fe e

M a x im um
T it le of Ea c h Cla ss of Se c urit ie s
Aggre ga t e
Am ount of
Offe re d
Offe ring Pric e
Re gist ra t ion Fe e (1 )

3.087% Notes due January 9, 2023
$1,500,000,000
$194,700

4.271% Notes due January 9, 2027

$900,000,000
$116,820

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d M a rc h 1 4 , 2 0 1 8 )
$ 2 ,4 0 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 3 .0 8 7 % N ot e s due J a nua ry 9 , 2 0 2 3
$ 9 0 0 ,0 0 0 ,0 0 0 4 .2 7 1 % N ot e s due J a nua ry 9 , 2 0 2 7
The 3.087% Notes due January 9, 2023 (the "2023 Notes") will bear interest from January 9, 2020 at a rate of 3.087% per
annum. Ford Credit will pay interest on the 2023 Notes semi-annually in arrears on January 9 and July 9 of each year, beginning
July 9, 2020.
The 4.271% Notes due January 9, 2027 (the "2027 Notes" and, together with the 2023 Notes, the "Notes") will bear interest
from January 9, 2020 at a rate of 4.271% per annum. Ford Credit will pay interest on the 2027 Notes semi-annually in arrears on
January 9 and July 9 of each year, beginning July 9, 2020.
Ford Credit may redeem the 2023 Notes at any time in whole, or from time to time in part, and, in the case of the 2027
Notes, at any time in whole, or from time to time in part, prior to November 9, 2026, at the "make-whole" redemption prices
described in this prospectus supplement. Ford Credit may also redeem all or any portion of the 2027 Notes at any time on or after
November 9, 2026 (which is the date that is two months prior to the maturity date of the 2027 Notes) at a redemption price equal
to 100% of the principal amount of such Notes to be redeemed. Holders of any Notes redeemed will also receive accrued and
unpaid interest thereon to the date of redemption. The Notes will not be subject to repayment at the option of the holder at any
time prior to maturity and will not be entitled to any sinking fund. See "Description of Notes" in this prospectus supplement.
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I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors" on pa ge S-1 of t his
prospe c t us supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 1 of t he a c c om pa nying
prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Pe r 2 0 2 3 N ot e

T ot a l

Pe r 2 0 2 7 N ot e

T ot a l
Initial public offering price

100.000%

$1,500,000,000
100.000%

$900,000,000
Underwriting discounts and commissions

0.250%

$3,750,000

0.400%

$3,600,000
Proceeds, before expenses, to Ford Credit

99.750%

$1,496,250,000
99.600%

$896,400,000
Interest on each series of the Notes will accrue from January 9, 2020 and must be paid by the purchasers if the Notes are
delivered to the purchasers after that date. Ford Credit expects that delivery of the Notes will be made to investors on or about
January 9, 2020.
We expect that delivery of the Notes will be made to underwriters in book-entry form through The Depository Trust Company
("DTC") for the benefit of its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A.
("Clearstream"), on or about January 9, 2020.
Ba rc la ys

De ut sc he Ba nk Se c urit ie s
Goldm a n Sa c hs & Co. LLC
Lloyds Se c urit ie s

SM BC N ik k o
Ba nc a I M I

Cre dit Agric ole CI B

SOCI ET E GEN ERALE
Prospe c t us Supple m e nt da t e d J a nua ry 6 , 2 0 2 0
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Page
Forward-Looking Statements

S-ii
Risk Factors

S-1
Description of Notes

S-1
United States Taxation

S-4
Underwriting

S-9
Legal Opinions
S-12
Experts
S-12
Prospe c t us

Risk Factors
1
Where You Can Find More Information

1
Information Concerning Ford Credit

2
Ratio of Earnings to Fixed Charges

3
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Use of Proceeds

4
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

5
Description of Warrants

20
Plan of Distribution

21
Legal Opinions

22
Experts

22
T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e -w rit ing prospe c t us t ha t w e
pre pa re or a ut horize c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n
m a k ing your inve st m e nt de c ision. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny pe rson t o
provide a ny inform a t ion or re pre se nt a nyt hing a bout us ot he r t ha n w ha t is c ont a ine d or inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us
pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We t a k e no re sponsibilit y for, a nd c a n
provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y give you.
T he N ot e s a re not be ing offe re d in a ny jurisdic t ion w he re t he offe r is not pe rm it t e d.
Y ou should not a ssum e t ha t t he inform a t ion in t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front of t he doc um e nt s.
S-i
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts and
assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to
differ materially from those stated, including, without limitation, those set forth in "Item 1A -- Risk Factors" and "Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of Operations" of Ford Credit's Annual Report on
Form 10-K for the year ended December 31, 2018 (the "2018 Annual Report on Form 10-K"), and Part 1."Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Ford Credit's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2019 (the "First Quarter 10-Q Report"), June 30, 2019 (the "Second Quarter 10-Q Report"), and
September 30, 2019 (the "Third Quarter 10-Q Report"), which are incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-
looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences
between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do
not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.
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RI SK FACT ORS
Before purchasing any Notes, you should read carefully this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein, including risk factors discussions in Ford Credit's 2018 Annual Report on Form 10-K,
First Quarter 10-Q Report, Second Quarter 10-Q Report, and Third Quarter 10-Q Report, for risk factors regarding Ford and Ford
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Credit.
DESCRI PT I ON OF N OT ES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt
securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this
summary. The Notes are part of the debt securities registered by Ford Credit in March 2018 to be issued on terms to be
determined at the time of sale.
We will issue the Notes under the Indenture, dated as of March 16, 2015, between us and The Bank of New York Mellon, as
Trustee (the "Trustee"). The Indenture is summarized in the prospectus beginning on Page 5. The Indenture may be supplemented
from time to time.
T he 2 0 2 3 N ot e s
The 2023 Notes will initially be limited to $1,500,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on January 9, 2023. The 2023 Notes will be issued in minimum denominations of $200,000 and will be
issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 2023 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2023 Notes. Any such additional notes will, together with
the 2023 Notes, constitute a single series of notes under the Indenture. No additional 2023 Notes may be issued if an Event of
Default has occurred with respect to the 2023 Notes.
The 2023 Notes will bear interest from January 9, 2020 at the rate of 3.087% per annum. Interest on the 2023 Notes will be
payable on January 9 and July 9 of each year (each such day a "2023 Notes Interest Payment Date"), commencing January 9,
2020, to the persons in whose names the 2023 Notes were registered at the close of business on the 15th day preceding the
respective 2023 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2023 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2023 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be
entitled to any sinking fund.
Optional Redemption. The 2023 Notes offered hereby will be redeemable prior to maturity, in whole or from time to time, in
part, at a redemption price equal to the greater of:
·
100% of the principal amount of the 2023 Notes to be redeemed; and
·
as determined by the Quotation Agent (defined below), the sum of the present values of the Remaining Scheduled
Payments (defined below) of principal and interest on the 2023 Notes to be redeemed, discounted to the redemption
date on a semi-annual basis
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assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate (defined below) plus 25
basis points;
plus, in each case, accrued and unpaid interest on the principal amount of the 2023 Notes to be redeemed to the redemption date.
In the case of a partial redemption of the 2023 Notes, the 2023 Notes to be redeemed shall be selected by the Trustee in
accordance with the procedures of DTC from the outstanding 2023 Notes not previously called for redemption. Notice of any
redemption will be sent in accordance with the procedures of DTC at least 30 days but not more than 60 days before the
redemption date to the holder of record of the 2023 Notes. A partial redemption will not reduce the portion of any 2023 Note not
being redeemed to a principal amount of less than $2,000. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2023 Notes or the portions of the 2023 Notes called for redemption.
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T he 2 0 2 7 N ot e s
The 2027 Notes will initially be limited to $900,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on January 9, 2027. The 2027 Notes will be issued in minimum denominations of $200,000 and will be
issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 2027 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2027 Notes. Any such additional notes will, together with
the 2027 Notes, constitute a single series of notes under the Indenture. No additional 2027 Notes may be issued if an Event of
Default has occurred with respect to the 2027 Notes.
The 2027 Notes will bear interest from January 9, 2020 at the rate of 4.271% per annum. Interest on the 2027 Notes will be
payable on January 9 and July 9 of each year (each such day a "2027 Notes Interest Payment Date"), commencing July 9, 2020,
to the persons in whose names the 2027 Notes were registered at the close of business on the 15th day preceding the respective
2027 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2027 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2027 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be
entitled to any sinking fund.
Optional Redemption. The 2027 Notes offered hereby will be redeemable prior to maturity, in whole or from time to time in
part. Prior to November 9, 2026 (which is the date that is two months prior to the maturity date of the 2027 Notes), at a redemption
price equal to the greater of:
·
100% of the principal amount of the 2027 Notes to be redeemed; and
·
as determined by the Quotation Agent (defined below), the sum of the present values of the Remaining Scheduled
Payments (defined below) of principal and interest on the Notes to be redeemed that would be due if the Notes
matured on the 2027 Par Call Date (defined below), discounted to the redemption date on a semi-annual basis
assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate (defined below) plus 40
basis points;
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plus, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the redemption date.
At any time on or after the 2027 Par Call Date, the redemption price will be equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.
In the case of a partial redemption of the 2027 Notes, the 2027 Notes to be redeemed shall be selected by the Trustee in
accordance with the procedures of DTC from the outstanding 2027 Notes not previously called for redemption. Notice of any
redemption will be sent in accordance with the procedures of DTC at least 30 days but not more than 60 days before the
redemption date to the holder of record of the 2027 Notes. A partial redemption will not reduce the portion of any 2027 Note not
being redeemed to a principal amount of less than $2,000. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2027 Notes or the portions of the 2027 Notes called for redemption.
Definitions. Following are definitions of the terms used in the optional redemption provisions discussed above.
"Adjusted Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the 2023 Notes to be redeemed and, in the case of the 2027 Notes, assuming the
2027 Notes matured on the 2027 Par Call Date, that would be used, at the time of a selection and in accordance with customary
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financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2023 Notes
and 2027 Notes, as applicable to be redeemed.
"Comparable Treasury Price" means, for any redemption date, the average of the Reference Treasury Dealer Quotations for
that redemption date.
"2027 Par Call Date" means November 9, 2026, which is the date that is two months prior to the maturity date of the 2027
Notes.
"Quotation Agent" means any Reference Treasury Dealer appointed by us to act as a quotation agent.
"Reference Treasury Dealer" means each of Barclays Capital Inc., Deutsche Bank Securities Inc., and Goldman
Sachs & Co. LLC and any Primary Treasury Dealer (as defined below) selected by SMBC Nikko Securities America, Inc. or any of
such parties' successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities
dealer (each, a "Primary Treasury Dealer"), Ford Credit will substitute therefor another nationally recognized investment banking
firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case,
as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., Eastern time, by such Reference Treasury
Dealer on the third business day preceding such redemption date.
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"Remaining Scheduled Payments" means the remaining scheduled payments of the principal and interest on the 2023 Notes
or the 2027 Notes, as applicable, to be redeemed that would be due after the related redemption date but for such redemption;
provided, however, that if such redemption date is not an interest payment date, the amount of the next succeeding scheduled
interest payment on such 2023 Notes or the 2027 Notes, as applicable, will be reduced by the amount of interest accrued on such
2023 Notes or the 2027 Notes, as applicable, to such redemption date.
Book -Ent ry, De live ry a nd Form
Each series of the Notes will be issued in the form of one or more fully registered Global Notes (the "Global Notes") which will
be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the
name of Cede & Co., the Depository's nominee. Notes in definitive form will not be issued, unless the Depository notifies Ford
Credit that it is unwilling or unable to continue as depository for the Global Notes and Ford Credit fails to appoint a successor
depository within 90 days or unless otherwise determined, at Ford Credit's option. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depository. All interests in the Global Notes will be subject to the operations and procedures of the Depository,
Euroclear and Clearstream.
Initial settlement for each series of the Notes will be made in immediately available funds. Secondary market trading between
participants of the Depository will occur in the ordinary way in accordance with Depository rules and will be settled in immediately
available funds using the Depository's Same-Day Funds Settlement System.
U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person,
United States federal estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you
are the beneficial owner of a Note that you acquire at its original issuance at the issue price indicated on the cover page of this
prospectus supplement and you hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion does not apply to holders that are subject to special treatment under the United
States federal income tax law, such as:
·
dealers in securities or currencies;
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·
financial institutions or life insurance companies;
·
tax-exempt organizations;
·
S corporations, real estate investment trusts or regulated investment companies;
·
persons holding Notes as part of a hedge, straddle, conversion or other "synthetic security" or integrated transaction;
·
taxpayers subject to the alternative minimum tax;
·
U.S. holders (as defined below) with a functional currency other than the United States dollar; or
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·
persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of
such income being recognized on an "applicable financial statement" (within the meaning of Section 451 of the Code);
or
·
certain United States expatriates.
The discussion is based on the Code, Treasury regulations (including temporary regulations) promulgated thereunder, rulings,
published administrative positions of the United States Internal Revenue Service (the "IRS") and judicial decisions, all as of the
date of this prospectus supplement, and all of which are subject to change, possibly with retroactive effect, or to different
interpretations.
This discussion does not purport to address all of the United States federal income tax consequences that may be
applicable to you in light of your personal investment circumstances or status, including the Medicare tax on net
investment income. Prospective purchasers of Notes should consult their own tax advisors concerning United States
federal income tax consequences of acquiring, owning and disposing of the Notes, as well as any state, local or foreign
tax consequences.
U .S. H olde rs
This section describes the material United States federal income tax consequences to U.S. holders. You are a "U.S. holder"
for purposes of this discussion if you are, for United States federal income tax purposes:
·
an individual who is a citizen or resident of the United States;
·
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the District of Columbia;
·
an estate that is subject to United States federal income taxation without regard to the source of its income; or
·
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid
election is in effect under applicable Treasury regulations for the trust to be treated as a United States person.
If a United States partnership (including for this purpose any entity or arrangement treated as a partnership for United States
federal income tax purposes) is a beneficial owner of the Notes, the treatment of a partner in the partnership generally will depend
upon the status of the partner and upon the activities of the partnership. A holder of Notes that is a partnership and partners in
such partnership should consult their tax advisors.
Interest. Generally, a U.S. holder will include stated interest on the Notes as ordinary income at the time it is paid or
accrued in accordance with the U.S. holder's method of accounting for United States federal income tax purposes.
Sale or Other Disposition of Notes. Upon the sale or other taxable disposition of a Note, a U.S. holder generally will
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recognize gain or loss equal to the difference between the amount realized on the sale or other disposition, except to the extent
such amount is attributable to accrued but unpaid stated interest (which will be treated as interest as described above), and the
holder's tax basis in the Note. Your tax basis in your Note generally will be your cost of the Note.
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Gain or loss so recognized will be capital gain or loss and will be long-term capital gain or loss if your holding period in the
Note exceeds one year. Long-term capital gains recognized by non-corporate holders generally will be subject to a lower tax rate
than the rate applicable to ordinary income. The deductibility of capital losses is subject to limitations.
N on -U nit e d St a t e s H olde rs
This section describes the material United States federal income and estate tax consequences to non-United States persons.
For purposes of this discussion, a non-United States person is a beneficial owner of a Note that is neither a U.S. holder nor an
entity or arrangement that is treated as a partnership for United States federal income tax purposes. Subject to the discussions of
backup withholding and FATCA below:
(i) payments of principal and interest on a Note that is beneficially owned by a non-United States person will not be
subject to the 30% United States federal withholding tax; provided, that in the case of interest, (x) (a) the beneficial owner
does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor
Company entitled to vote, (b) the beneficial owner is not a controlled foreign corporation that is related, directly or indirectly,
to Ford Motor Company through stock ownership, and (c) either (I) the beneficial owner of the Note provides a properly
completed IRS Form W-8BEN or W-8BEN-E to the person otherwise required to withhold United States federal income tax
from such interest certifying, under penalties of perjury, that, among other things, it is not a United States person and
provides its name and address or (II) a securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a "financial institution"), and holds the Note on behalf of
a non-United States person, certifies to the person otherwise required to withhold United States federal income tax from such
interest, under penalties of perjury, that the certification described above in clause (I) has been received from the beneficial
owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof;
(y) the beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from United
States federal withholding tax and the beneficial owner of the Note or such owner's agent provides a properly completed IRS
Form W-8BEN or W-8BEN-E claiming the exemption; or (z) the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the beneficial owner of the Note or such owner's agent provides a
properly completed IRS Form W-8ECI; provided that in each such case, the relevant certification or IRS Form is delivered
pursuant to applicable procedures and is properly transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant certification or IRS Form has actual knowledge that the
certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States federal income or withholding tax on any gain
realized on the sale, exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's
trade or business in the United States or, in the case of an individual, the holder is present in the United States for
183 days or more in the taxable year in which the sale, exchange or redemption occurs and certain other conditions are
met; and
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be
subject to United States federal estate tax as a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor Company entitled to
vote and
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the income on the Note would not have been effectively connected with a U.S. trade or business of the individual.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a holder of a
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Note who is a non-United States person (and, if an applicable tax treaty so requires, is attributable to a permanent establishment in
the United States of such holder), although exempt from United States withholding tax (provided the non-United States person
provides the appropriate certification), generally will be subject to United States income tax in the same manner as if such interest
was earned by a U.S. holder. In addition, if such holder is a non-United States corporation, it may be subject to a branch profits tax
at a rate of 30% (or such lower rate provided by an applicable income tax treaty) of its annual earnings and profits that are so
effectively connected, subject to specific adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the
proceeds of the sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding"
generally will apply to such payments if the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-
9) in the manner required or to report all interest and dividends required to be shown on its United States federal income tax
returns.
Information reporting on IRS Form 1099 and backup withholding generally will not apply to payments made by Ford Credit or
a paying agent to a non-United States person on a Note if a properly completed certification of foreign status on an appropriate IRS
Form W-8 is provided to Ford Credit or its paying agent, as described above.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker generally will not be subject
to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation
for United States tax purposes, a foreign person 50% or more of whose gross income is effectively connected with a United States
trade or business for a specified three-year period, a foreign partnership with specific connections to the United States, or a United
States branch of a foreign bank or foreign insurance company, information reporting may apply to such payments. Payments of the
proceeds from the sale of a Note to or through the United States office of a broker are subject to information reporting and backup
withholding unless the holder or beneficial owner properly certifies that it is a non-United States person and that it satisfies certain
other conditions or otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal
income tax, provided the necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S,
which must be filed with the IRS and furnished to such beneficial owner. Copies of information returns may be provided to tax
authorities in a beneficial owner's country of residence pursuant to a treaty or other agreement.
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FAT CA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act ("FATCA") on certain types of payments
made to certain foreign financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on payments of interest on Notes made to a "foreign financial institution"
or a "non-financial foreign entity" (in each case, as defined in the Code), regardless of whether such foreign institution or entity is a
beneficial owner or an intermediary, unless (1) in the case of a foreign financial institution, the foreign financial institution
undertakes certain diligence and reporting obligations, (2) in the case of a non-financial foreign entity, the non-financial foreign
entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying
information regarding each substantial United States owner and satisfies certain other requirements or (3) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial
institution and is subject to the diligence and reporting requirements described in clause (1) above, it must enter into an agreement
with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "U.S.
persons" or "U.S.-owned foreign entities" (in each case, as defined in the Code), annually report certain information about such
accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing
FATCA may be subject to different rules.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
https://www.sec.gov/Archives/edgar/data/38009/000104746920000075/a2240410z424b2.htm[1/7/2020 4:40:10 PM]

under FATCA.
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U N DERWRI T I N G
Ford Credit is selling each series of the Notes to the several Underwriters named below under an Underwriting Agreement
dated March 20, 2018 and related Pricing Agreement dated January 6, 2020. Barclays Capital Inc., Deutsche Bank Securities Inc.,
Goldman Sachs & Co. LLC, Lloyds Securities Inc., and SMBC Nikko Securities America, Inc. are acting as representatives of the
Underwriters. The Underwriters and the amount of Notes each has agreed to severally purchase from Ford Credit are as follows:
Princ ipa l Am ount of
U nde rw rit e r

2 0 2 3 N ot e s

Barclays Capital Inc.
$
176,250,000
Deutsche Bank Securities Inc.

176,250,000
Goldman Sachs & Co. LLC

176,250,000
Lloyds Securities Inc.

176,250,000
SMBC Nikko Securities America, Inc.

176,250,000
Banca IMI S.p.A.

176,250,000
Credit Agricole Securities (USA) Inc.

176,250,000
SG Americas Securities, LLC

176,250,000
Banco Bradesco BBI S.A.

45,000,000
Santander Investment Securities Inc.

45,000,000
?
?
?
?
?
Total
$
1,500,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?

Princ ipa l Am ount of
U nde rw rit e r

2 0 2 7 N ot e s

Barclays Capital Inc.
$
105,750,000
Deutsche Bank Securities Inc.

105,750,000
Goldman Sachs & Co. LLC

105,750,000
Lloyds Securities Inc.

105,750,000
SMBC Nikko Securities America, Inc.

105,750,000
Banca IMI S.p.A.

105,750,000
Credit Agricole Securities (USA) Inc.

105,750,000
SG Americas Securities, LLC

105,750,000
Banco Bradesco BBI S.A.

27,000,000
Santander Investment Securities Inc.

27,000,000
?
?
?
?
?
Total
$
900,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if the Underwriters take
any of the Notes of a series, then they are obligated to take and pay for all of the Notes of that series.
The Underwriters have advised Ford Credit that they propose initially to offer the Notes directly to purchasers at the
respective initial public offering prices set forth on the cover page of this prospectus supplement, and may offer the Notes to certain
securities dealers at such price less a concession, not in excess of 0.150% of the initial public offering price of the 2023 Notes, and
not in excess of 0.240% of the initial public offering price of the 2027 Notes. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of 0.100% of the initial public offering price of the 2023 Notes, and not in excess of 0.125% of
the initial public offering price of the 2027 Notes to certain other dealers. After each series of the Notes is released for sale to the
public, the
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https://www.sec.gov/Archives/edgar/data/38009/000104746920000075/a2240410z424b2.htm[1/7/2020 4:40:10 PM]

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