Bond Ford Credit 4.25% ( US345397VX89 ) in USD

Ford Credit

100 % ⇌

United States

US345397VX89 ( in USD )

4.25% per year ( payment 2 times a year)

03/02/2017 - Bond has expired

Prospectus brochure of the bond Ford Motor Credit Company US345397VX89 in USD 4.25%, expired

200 000 USD

1 000 000 000 USD

345397VX8

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

Ford Motor Credit Company (FMC) is a captive finance subsidiary of Ford Motor Company providing financial products and services, including vehicle financing and leasing, to Ford and Lincoln brand customers.

Ford Motor Credit Company (FMCC), a wholly-owned financial services subsidiary of Ford Motor Company that provides critical financing to dealerships and consumers globally, previously issued a U.S.-denominated bond, identified by ISIN US345397VX89 and CUSIP 345397VX8, which totaled USD 1,000,000,000 in size with a minimum purchase requirement of USD 200,000, bearing an annual interest rate of 4.25% payable semi-annually, and notably reached its scheduled maturity on February 3, 2017, at which point it was fully repaid to investors after having traded at 100% of its face value and held investment-grade credit ratings of BBB from Standard & Poor's and Baa2 from Moody's during its tenure.

http://www.sec.gov/Archives/edgar/data/38009/000104746912000546/a...
424B2 1 a2207062z424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-159107
Calculation of the Registration Fee

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)

4.25% Notes due February 3, 2017

$1,000,000,000

$114,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 11, 2009)
The Notes wil bear interest from February 3, 2012 at the rate of 4.25% per annum. Ford Credit wil pay interest on
the Notes semi-annual y in arrears on February 3 and August 3 of each year, beginning August 3, 2012.
Investing in the Notes involves risks. See "Risk Factors" on page S-1 of this prospectus
supplement and "Risk Factors" beginning on page 1 of the accompanying prospectus.
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.

Per Note

Total

Initial public offering price
100.00% $ 1,000,000,000
Underwriting discounts and commissions

0.55% $
5,500,000
Proceeds, before expenses, to Ford Credit

99.45% $
994,500,000
Interest on the Notes wil accrue from February 3, 2012 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 wil be made to investors on or
about February 3, 2012.
Joint Book-Running Managers
BofA Merrill Lynch
Barclays Capital
Citigroup
Credit Agricole CIB
RBC Capital Markets
Prospectus Supplement dated January 31, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page

Forward-Looking Statements
S-ii

Risk Factors
S-1

Recent Developments
S-1

Description of Notes
S-1

United States Taxation
S-2

Underwriting
S-6

Legal Opinions
S-9

Independent Registered Public Accounting Firm
S-9
Prospectus

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
21

Plan of Distribution
23

Legal Opinions
24

Independent Registered Public Accounting Firm
24
You should rely only on the information contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus. No one is authorized to provide you with different information.
The Notes are not being offered in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of the documents.
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FORWARD-LOOKING STATEMENTS
Statements included or incorporated by reference herein may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). 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 material y 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, 2010 (the "2010 Annual
Report on Form 10-K") and in 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, 2011 (the
"First Quarter 2011 Form 10-Q Report"), June 30, 2011 (the "Second Quarter 2011 Form 10-Q Report") and
September 30, 2011 (the "Third Quarter 2011 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 wil prove accurate, or that any projections wil 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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RISK FACTORS
Before purchasing any Notes, you should read careful y this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein, including risk factors discussions in Ford Credit's 2010 Annual
Report on Form 10-K, First Quarter 2011 Form 10-Q Report, Second Quarter 2011 Form 10-Q Report and Third
Quarter 2011 Form 10-Q Report for risk factors regarding Ford and Ford Credit.
RECENT DEVELOPMENTS
Ford Credit reported net income of $1.8 bil ion in 2011, compared with $2 bil ion a year earlier. On a pre-tax basis,
Ford Credit earned $2.4 bil ion in 2011, compared with $3.1 bil ion in the previous year. The decrease in pre-tax earnings
is more than explained by fewer leases being terminated and the related vehicles sold at a gain, and lower credit loss
reserve reductions. In the fourth quarter of 2011, Ford Credit's net income was $611 mil ion, an increase of $244 mil ion
from a year earlier. The increase is more than explained by a favorable, one-time, non-cash item recorded in the quarter
related to Ford Credit's net deferred tax liability. On a pre-tax basis, Ford Credit earned $506 mil ion in the fourth quarter
of 2011, compared with $572 mil ion in the previous year. The decrease in pre-tax earnings is more than explained by
fewer leases being terminated and the related vehicles sold at a gain.
Ford Credit also reported that it expects to be solidly profitable for the ful year 2012 but at a lower level than
2011, reflecting primarily fewer leases being terminated, which wil result in fewer vehicles sold at a gain, as wel as
expected lower credit loss reserve reductions. The pre-tax profit contribution related to the lease and credit loss reserve
factors was about $800 mil ion favorable in 2011 and these factors are expected to be minimal in 2012. In addition, Ford
Credit reported that it expects to pay distributions to its parent of between $500 mil ion and $1 bil ion in 2012. Ford
Credit anticipates its managed receivables to be in the range of $85 bil ion to $95 bil ion at year end 2012.
The statements contained in the previous paragraph may constitute "forward looking statements" within the
meaning of the PSLRA and are based on expectations, forecasts and assumptions made by Ford Credit's management
and, as such, involve a number of risks, uncertainties and other factors that could cause actual results to differ material y
from those stated. See, "Forward-Looking Statements" herein for additional information.
DESCRIPTION OF NOTES
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 May 2009 to be issued on terms
to be determined at the time of sale.
The Notes wil initial y be limited to $1,000,000,000 aggregate principal amount, wil be unsecured obligations of
Ford Credit and wil mature on February 3, 2017. The Notes are not subject to redemption prior to maturity. The Notes
wil be issued in minimum denominations of $200,000 and wil 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 Notes, issue additional notes having
the same ranking and the same interest rate, maturity and other terms as the Notes. Any such additional notes wil ,
together with the Notes, constitute a single series of
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notes under the Indenture. No additional Notes may be issued if an Event of Default has occurred with respect to the
Notes.
The Notes wil bear interest from February 3, 2012 at the rate of 4.25% per annum. Interest on the Notes wil be
payable on February 3 and August 3 of each year (each such day an "Interest Payment Date"), commencing August 3,
2012, to the persons in whose names the Notes were registered at the close of business on the 15th day preceding the
Interest Payment Date, subject to certain exceptions.
Interest on the Notes wil be computed on the basis of a 360-day year comprised of twelve 30-day months.
Book-Entry, Delivery and Form
The Notes wil be issued in the form of one or more ful y registered Global Notes (the "Global Notes") which wil 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 wil not be issued, unless the Depository
notifies Ford Credit that it is unwil ing 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 wil be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in the Depository.
Initial settlement for the Notes wil be made in immediately available funds. Secondary market trading between
participants of the Depository wil occur in the ordinary way in accordance with Depository rules and wil be settled in
immediately available funds using the Depository's Same-Day Funds Settlement System.
UNITED STATES TAXATION
The fol owing is a discussion of the material United States federal income tax and, in the case of a non-United
States person, a discussion of 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
and 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 you if you 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;
·
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 dol ar; or
·
certain United States expatriates.
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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, al as in effect on the date of this prospectus supplement, 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. 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. Holders
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 domestic corporation;
·
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 al 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 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 general y
wil 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. General y, a U.S. holder wil 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 disposition of a Note, a U.S. holder generally wil
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, and the holder's tax basis in the Note. Your tax
basis in your Note general y wil be your cost of the Note.
Gain or loss so recognized wil be capital gain or loss and wil 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 general y wil be
subject to a lower tax rate than the rate applicable to ordinary income. The deductibility of capital losses is subject to
limitations.
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Non-United States Persons
This section describes the material United States federal income tax consequences to non-United States persons.
Subject to the discussion of backup withholding below:
(i) payments of principal and interest on a Note that is beneficial y owned by a non-United States person
wil not be subject to United States federal withholding tax; provided, that in the case of interest, (x) (a) the
beneficial owner does not actual y or constructively own 10% or more of the total combined voting power of al
classes of stock of Ford Credit entitled to vote, (b) the beneficial owner is not a control ed foreign corporation that
is related, directly or indirectly, to Ford Credit through stock ownership, and (c) either (A) the beneficial owner of
the Note certifies to the person otherwise required to withhold United States federal income tax from such
interest, under penalties of perjury, that it is not a United States person and provides its name and address or
(B) 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 certifies to the person
otherwise required to withhold United States federal income tax from such interest, under penalties of perjury, that
such statement 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 an IRS Form W-8BEN 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 an 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;
(i ) a non-United States person wil 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
(i i) a Note owned by an individual who at the time of death is not a citizen or resident of the United States
wil not be subject to United States federal estate tax as a result of such individual's death if the individual does
not actual y or constructively own 10% or more of the total combined voting power of al classes of stock of Ford
Credit 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.
If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States partnership wil
be required to provide an IRS Form W-8IMY, and unless it has entered into a withholding agreement with the IRS, to
attach an appropriate certification obtained from each of its partners.
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, although exempt from United States withholding tax, may be subject
to United States income tax as if such interest was earned by a United States person. In addition, if such holder is a
non-United States corporation, it
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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.
Backup Withholding and Information Reporting
In general, information reporting requirements wil 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 holders of the Notes, and "backup
withholding" wil apply to such payments if the holder fails to provide an accurate taxpayer identification number in the
manner required or to report all interest and dividends required to be shown on its federal income tax returns.
Information reporting on IRS Form 1099 and backup withholding wil not apply to payments made by Ford Credit or
a paying agent to a non-United States person on a Note if, in the case of interest, the IRS Form described in clause (y)
or (z) in Paragraph (i) under "Income and Withholding Tax" has been provided under applicable procedures, or, in the
case of interest or principal, the certification described in clause (x)(c) in Paragraph (i) under "Income and Withholding
Tax" and a certification that the beneficial owner satisfies certain other conditions have been supplied under applicable
procedures, provided that the payor does not have actual knowledge that the certifications are incorrect.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker wil not be
subject to information reporting or backup withholding, except that if the broker is a United States person, a control ed
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 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 al owed as a refund or credit against the holder's United States
federal income tax, provided the necessary information is furnished to the Internal Revenue Service.
Interest on a Note that is beneficial y owned by a non-United States person wil be reported annually on IRS
Form 1042-S, which must be filed with the Internal Revenue Service and furnished to such beneficial owner.
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