Obligation Ford Motor Credit Company 4.134% ( US345397XL24 ) en USD

Ford Motor Credit Company

99.94 % ▲

Etas-Unis

US345397XL24 ( en USD )

4.134% par an ( paiement semestriel )

03/08/2025 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Credit Co US345397XL24 en USD 4.134%, échue

200 000 USD

1 400 000 000 USD

345397XL2

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

Ford Motor Credit Company est le bras financier de Ford Motor Company, offrant des services de financement automobile aux concessionnaires et aux clients pour l'achat ou la location de véhicules Ford.

L'Obligation émise par Ford Motor Credit Company ( Etas-Unis ) , en USD, avec le code ISIN US345397XL24, paye un coupon de 4.134% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/08/2025

L'Obligation émise par Ford Motor Credit Company ( Etas-Unis ) , en USD, avec le code ISIN US345397XL24, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ford Motor Credit Company ( Etas-Unis ) , en USD, avec le code ISIN US345397XL24, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a2226477z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
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 0 2 7 8 9
Ca lc ula t ion of t he Re gist ra t ion Fe e

M a x im um Aggre ga t e
Am ount of
T it le of Ea c h Cla ss of Se c urit ie s Offe re d

Offe ring Pric e

Re gist ra t ion Fe e (1)

3.200% Notes due January 15, 2021

$1,299,051,000

$130,814.44

4.134% Notes due August 4, 2025

$709,779,000

$71,474.75

(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 6 , 2 0 1 5 )
$ 2 ,0 0 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$1,300,000,000 3.200% Notes due January 15, 2021
$700,000,000 4.134% Notes due August 4, 2025
The 3.200% Notes due January 15, 2021 (the "2021 Notes") will bear interest from November 9, 2015 at a rate of 3.200% per
annum. Ford Credit will pay interest on the 2021 Notes, semi-annually in arrears on January 15 and July 15 of each year,
beginning July 15, 2016.
The 4.134% Notes due August 4, 2025 (the "2025 Notes" and, together with the 2021 Notes, the "Notes") will bear interest
from August 4, 2015 at a rate of 4.134% per annum. Ford Credit will pay interest on the 2025 Notes semi-annually in arrears on
February 4 and August 4 of each year, beginning February 4, 2016. The 2025 Notes offered hereby are a further issuance of the
$700,000,000 aggregate principal amount of 4.134% Notes due August 4, 2025 described in Ford Credit's Prospectus Supplement
dated July 30, 2015 and issued on August 4, 2015. The 2025 Notes offered hereby will be consolidated and form a single series
with such previously issued notes and will have the same CUSIP number as the previously issued notes.
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.
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Pe r 2 0 2 1
Pe r 2 0 2 5

N ot e

T ot a l

N ot e

T ot a l

Initial public offering price

99.927%$ 1,299,051,000
101.397%$ 709,779,000
Underwriting discounts and commissions

0.350%$
4,550,000
0.450%$
3,150,000
Proceeds, before expenses, to Ford Credit

99.577%$ 1,294,501,000
100.947%$ 706,629,000
The initial public offering price does not include accrued interest. Interest on the 2025 Notes must be paid by the purchaser
for the period from August 4, 2015 to the Settlement Date (as defined below). Interest on the 2021 Notes will accrue from
November 9, 2015 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 November 9, 2015 (the "Settlement Date").
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, société
anonyme ("Clearstream"), on or about November 9, 2015.
J oint Book -Running M a na ge rs
BofA M e rrill

Cre dit Agric ole

De ut sc he Ba nk

Goldm a n,

M orga n

SOCI ET E
Lync h
CI B
Se c urit ie s
Sa c hs & Co.
St a nle y
GEN ERALE
Prospe c t us Supple m e nt da t e d N ove m be r 4 , 2 0 1 5
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-2
Underwriting

S-7
Legal Opinions
S-10
Independent Registered Public Accounting Firm
S-11
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
Use of Proceeds

3
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

4
Description of Warrants

19
Plan of Distribution

20
Legal Opinions

21
Experts

21
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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.
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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, 2014 (the "2014 Annual Report on Form 10-K") and in Part I. "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, 2015 (the "First Quarter 2015 Form 10-Q Report"), June 30, 2015 (the "Second
Quarter 2015 Form 10-Q Report") and September 30, 2015 (the "Third Quarter 2015 Form 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 2014 Annual Report on Form 10-K,
First Quarter 2015 Form 10-Q Report, Second Quarter 2015 Form 10-Q Report, and Third Quarter 2015 Form 10-Q for risk
factors regarding Ford and Ford 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
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summary. The Notes are part of the debt securities registered by Ford Credit in March 2015 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 4. The Indenture may be supplemented
from time to time.
T he 2 0 2 1 N ot e s
The 2021 Notes will initially be limited to $1,300,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on January 15, 2021. The 2021 Notes are not subject to redemption prior to maturity. The 2021 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 2021 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2021 Notes. Any such additional notes will, together with
the 2021 Notes, constitute a single series of notes under the Indenture. No additional 2021 Notes may be issued if an Event of
Default has occurred with respect to the 2021 Notes.
The 2021 Notes will bear interest from November 9, 2015 at the rate of 3.200% per annum. Interest on the 2021 Notes will be
payable on January 15 and July 15 of each year (each such day a "2021 Notes Interest Payment Date"), commencing July 15,
2016, to the persons in whose names the 2021 Notes were registered at the close of business on the 15th day preceding the
respective 2021 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2021 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
T he 2 0 2 5 N ot e s
The 2025 Notes offered hereby are a further issuance of the $700,000,000 aggregate principal amount of 4.134% Notes due
August 4, 2025 described in Ford Credit's Prospectus Supplement dated July 30, 2015 and issued on August 4, 2015 (the 2025
Notes, together with such previously issued 4.134% Notes due August 4, 2025, the "Combined 2025 Notes"). The Combined 2025
Notes are currently limited to $1,400,000,000 aggregate principal amount.
Ford Credit may, from time to time, without the consent of the holders of the Combined 2025 Notes, issue additional notes
having the same ranking and the same interest rate, maturity and
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other terms as the Combined 2025 Notes. Any such additional notes will, together with the Combined 2025 Notes, constitute a
single series of notes under the Indenture. No additional Combined 2025 Notes may be issued if an Event of Default has occurred
with respect to the Combined 2025 Notes.
The 2025 Notes will be unsecured obligations of Ford Credit and will mature on August 4, 2025. The 2025 Notes are not
subject to redemption prior to maturity. The 2025 Notes will be issued in minimum denominations of $200,000 and will be issued in
integral multiples of $1,000 for higher amounts.
The 2025 Notes will bear interest from August 4, 2015 at the rate of 4.134% per annum. Interest on the 2025 Notes will be
payable on February 4 and August 4 of each year (each such day a "2025 Notes Interest Payment Date"), commencing
February 4, 2016, to the persons in whose names the 2025 Notes were registered at the close of business on the 15th day
preceding the respective 2025 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2025 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
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
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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 offering 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;
·
financial institutions or life insurance companies;
·
tax-exempt organizations;
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·
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
·
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;
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·
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.
Qualified Reopening For United States federal income tax purposes, the 2025 Notes will be part of the same issue of
4.134% Notes due August 4, 2025 that we issued on August 4, 2015 (the "Original Notes"), and will have the same issue date, the
same issue price (with respect to holders) and the same adjusted issue price as the Original Notes.
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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.
A portion of the price paid for a 2025 Note will be attributable to stated interest that "accrued" between August 4, 2015 and
the date the 2025 Note is purchased (the "pre-issuance accrued stated interest"). On the first interest payment date, a
corresponding portion of the stated interest received will be treated as a return of the pre-issuance accrued stated interest and not
as a payment of stated interest on the 2025 Note and will not be taxable when received but will reduce a holder's adjusted tax
basis in the 2025 Note.
Premium. To the extent a U.S. holder's purchase price for a 2025 Note (excluding any amount attributable to pre-issuance
accrued stated interest) is greater than the 2025 Note's stated principal amount, the 2025 Note will have amortizable bond
premium. A U.S. holder may generally elect to amortize the premium over the remaining term of the 2025 Note on a constant yield
method as an offset to stated interest when includible in income under such holder's regular accounting method for U.S. federal
income tax purposes. The election to amortize premium using a constant yield method, once made, will apply to certain other debt
instruments that such U.S. holder previously acquired at a premium or that such U.S. holder acquires at a premium on or after the
first day of the first taxable year to which the election applies, and such U.S. holder may not revoke this election without the
consent of the IRS. If a U.S. holder does not elect to amortize the premium, that premium will decrease the gain or increase the
loss otherwise recognized on a disposition of the 2025 Note.
Sale or Other Disposition of Notes. Upon the sale or other taxable disposition of a Note, a U.S. holder generally will
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 (and in the case of the 2025
Notes less any amortized bond premium and any amount paid for pre-issuance accrued interest).
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
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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
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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 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
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
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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.
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, and payments of gross proceeds from the
sale or other disposition of, 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. Withholding under
FATCA generally will apply to payments of interest on a Note regardless of when they are made. However, under the applicable
Treasury Regulations and IRS guidance, withholding under FATCA generally will only apply to payments of gross proceeds from
the sale or other disposition of a note on or after January 1, 2019.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
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 June 11, 2015 and related Pricing Agreement dated November 4, 2015. 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 1 N ot e s

http://www.sec.gov/Archives/edgar/data/38009/000104746915008355/a2226477z424b2.htm[11/5/2015 2:25:42 PM]

Credit Agricole Securities (USA) Inc.
$
173,334,000
Deutsche Bank Securities Inc.

173,334,000
Goldman, Sachs & Co.

173,333,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

173,333,000
Morgan Stanley & Co. LLC

173,333,000
SG Americas Securities, LLC

173,333,000
ANZ Securities, Inc.

52,000,000
BNY Mellon Capital Markets, LLC

52,000,000
Commerz Markets LLC

52,000,000
SMBC Nikko Securities America, Inc.

52,000,000
U.S. Bancorp Investments, Inc.

52,000,000
?
?
?
?
?
Total
$
1,300,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?

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

2 0 2 5 N ot e s

Credit Agricole Securities (USA) Inc.
$
93,333,000
Deutsche Bank Securities Inc.

93,333,000
Goldman, Sachs & Co.

93,334,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

93,334,000
Morgan Stanley & Co. LLC

93,333,000
SG Americas Securities, LLC

93,333,000
ANZ Securities, Inc.

28,000,000
BNY Mellon Capital Markets, LLC

28,000,000
Commerz Markets LLC

28,000,000
SMBC Nikko Securities America, Inc.

28,000,000
U.S. Bancorp Investments, Inc.

28,000,000
?
?
?
?
?
Total
$
700,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
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 price 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 0.210% of the initial public offering price of the 2021 Notes and
not in excess of 0.270% of the initial public offering price of the 2025 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 2021 Notes and not in excess of 0.150% of
the initial public offering price of the 2025 Notes to certain other dealers. After each series of the Notes is released for sale to the
public, the
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offering price and other selling terms with respect to the Notes may from time to time be varied by the Underwriters.
One or more of the Underwriters may not be U.S.-registered broker-dealers. All sales of securities in the U.S. will be made by
or through U.S.-registered broker-dealers.
The 2021 Notes are a new issue of securities with no established trading market. Ford Credit has been advised by the
Underwriters that they intend to make a market in each series of the Notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for
either series of the Notes.
In connection with the offering, the Underwriters in the United States may engage in transactions that stabilize, maintain or
http://www.sec.gov/Archives/edgar/data/38009/000104746915008355/a2226477z424b2.htm[11/5/2015 2:25:42 PM]

otherwise affect the price of the Notes. Specifically, the Underwriters may over-allot in connection with the offering, creating a short
position with respect to either series of the Notes. In addition, the Underwriters may bid for, and purchase, Notes in the open
market to cover any short position or to stabilize the price of the Notes. Any of these activities may stabilize or maintain the market
price of either series of the Notes above independent market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.
In connection with the offering of the Notes, the stabilizing manager(s) outside the United States (or persons acting on their
behalf) may over-allot either series of the Notes or effect transactions with a view to supporting the market price of either series of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager(s)
(or persons acting on their behalf) will undertake stabilization action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Notes is made and, if begun, may be ended at any time,
but it must end no later than 30 days after the date on which the Issuer received the proceeds of the issue, or no later than
60 days after the date of allotment of the relevant securities, whichever is the earlier. Any stabilization action or over-allotment
must be conducted by the stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in accordance with all
applicable laws and rules.
N o Public Offe ring Out side t he U nit e d St a t e s
No action has been or will be taken in any jurisdiction outside of the United States of America that would permit a public
offering of the Notes, or the possession, circulation or distribution of this prospectus supplement or any material relating to Ford
Credit, in any jurisdiction where action for that purpose is required. Accordingly, the Notes included in this offering may not be
offered, sold or exchanged, directly or indirectly, and neither this prospectus supplement or any other offering material or
advertisements in connection with this offering may be distributed or published, in or from any such country or jurisdiction, except in
compliance with any applicable rules or regulations of any such country or jurisdiction.
Europe a n Ec onom ic Are a
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Underwriter has represented and agreed that, with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made
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and will not make an offer of Notes which are the subject of the offering contemplated by this prospectus supplement to the public
in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150 legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining
the prior consent of the Underwriters; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Directive, or supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to
be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
U nit e d K ingdom
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