Bond Ford Credit LLC 3.664% ( US345397WW97 ) in USD

Ford Credit LLC

99.621 % ▼

United States

US345397WW97 ( in USD )

3.664% per year ( payment 2 times a year)

07/09/2024 - Bond has expired

Prospectus brochure of the bond Ford Motor Credit Co. LLC US345397WW97 in USD 3.664%, expired

200 000 USD

750 000 000 USD

345397WW9

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

Ford Motor Credit Company LLC is the financing arm of Ford Motor Company, providing retail and wholesale financing for Ford and Lincoln vehicles, as well as offering financial products and services to Ford dealers and customers.

The Bond issued by Ford Credit LLC ( United States ) , in USD, with the ISIN code US345397WW97, pays a coupon of 3.664% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/09/2024

The Bond issued by Ford Credit LLC ( United States ) , in USD, with the ISIN code US345397WW97, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Ford Credit LLC ( United States ) , in USD, with the ISIN code US345397WW97, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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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 -1 8 0 3 4 2
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 )

1.684% Notes due September 8, 2017

$1,000,000,000

$128,800

3.664% Notes due September 8, 2024

$750,000,000

$96,600

Floating Rate Notes due September 8, 2017

$650,000,000

$83,720

(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 2 6 , 2 0 1 2 )
$ 2 ,4 0 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 1 .6 8 4 % N ot e s due Se pt e m be r 8 , 2 0 1 7
$ 7 5 0 ,0 0 0 ,0 0 0 3 .6 6 4 % N ot e s due Se pt e m be r 8 , 2 0 2 4
$ 6 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due Se pt e m be r 8 , 2 0 1 7
The 1.684% Notes due September 8, 2017 (the "2017 Notes") offered hereby will bear interest from September 8, 2014 at a
rate of 1.684% per annum. Ford Credit will pay interest on the 2017 Notes semi-annually in arrears on March 8 and September 8
of each year, beginning on March 8, 2015.
The 3.664% Notes due September 8, 2024 (the "2024 Notes") offered hereby will bear interest from September 8, 2014 at a
rate of 3.664% per annum. Ford Credit will pay interest on the 2024 Notes semi-annually in arrears on March 8 and September 8
of each year, beginning on March 8, 2015.
The Floating Rate Notes due September 8, 2017 (the "Floating Rate Notes" and together with the 2017 Notes and the 2024
Notes, the "Notes") will bear interest at a floating rate equal to the Three-Month LIBOR Rate, reset quarterly, plus 52 basis points
(0.52%), from September 8, 2014 (the "Settlement Date"). Ford Credit will pay interest on the Floating Rate Notes quarterly in
arrears on the 8th day of March, June, September and December of each year, beginning on December 8, 2014.
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.
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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 1 7
Pe r
Pe r 2 0 2 4
Floa t ing

N ot e

T ot a l

N ot e

T ot a l
Ra t e N ot e
T ot a l

Initial public
offering
price
100.000% $ 1,000,000,000 100.000% $ 750,000,000 100.000% $ 650,000,000
Underwriting
discounts
and
commissions
0.250% $
2,500,000
0.450% $
3,375,000
0.250% $
1,625,000
Proceeds,
before
expenses, to
Ford Credit
99.750% $
997,500,000
99.550% $ 746,625,000
99.750% $ 648,375,000
Interest on each series of the Notes will accrue from September 8, 2014 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
September 8, 2014.
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 September 8, 2014.
J oint Book -Running M a na ge rs
BN P PARI BAS
Cit igroup
Cre dit Suisse
Goldm a n, Sa c hs & Co.

H SBC
Prospe c t us Supple m e nt da t e d Se pt e m be r 3 , 2 0 1 4
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-8
Legal Opinions
S-11
Independent Registered Public Accounting Firm
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Prospe c t us

Risk Factors
1
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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

22
Plan of Distribution

23
Legal Opinions

24
Experts

24
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, 2013 (the "2013 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, 2014 (the "First Quarter 2014 Form 10-Q Report") and June 30, 2014 (the "Second
Quarter 2014 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
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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 2013 Annual Report on Form 10-K,
First Quarter 2014 Form 10-Q Report and Second Quarter 2014 Form 10-Q Report 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
summary. The Notes are part of the debt securities registered by Ford Credit in March 2012 to be issued on terms to be
determined at the time of sale.
We will issue the Notes under the Indenture, dated as of February 1, 1985, as supplemented, between us and The Bank of
New York Mellon, as successor to Manufacturers Hanover Trust Company, as Trustee (the "Trustee"). The Indenture is
summarized in the prospectus beginning on Page 4.
Since the date of the prospectus, Ford Credit has entered into a Ninth Supplemental Indenture dated as of September 18,
2012 to the Indenture, which was included as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 18, 2012. The Ninth Supplemental Indenture amends Section 10.04 (Limitation on Liens) of the
Indenture to allow Ford Credit or any Restricted Subsidiary of Ford Credit to pledge collateral in connection with any Hedging
Transaction (as defined in the Ninth Supplemental Indenture).
The Indenture may be supplemented further from time to time.
T he 2 0 1 7 N ot e s
The 2017 Notes offered hereby initially will be limited to $1,000,000,000 aggregate principal amount, will be unsecured
obligations of Ford Credit and will mature on September 8, 2017 (the "2017 Notes Maturity Date"). The 2017 Notes are not subject
to redemption prior to maturity. The 2017 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 2017 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2017 Notes. Any such additional notes will, together with
the 2017 Notes, constitute a single series of notes under the Indenture. No additional 2017 Notes may be issued if an Event of
Default has occurred with respect to the 2017 Notes.
The 2017 Notes will bear interest from September 8, 2014 at the rate of 1.684% per annum. Interest on the 2017 Notes will
be payable on March 8 and September 8 of each year (each such date a "2017 Notes Interest Payment Date"), commencing on
March 8, 2015, to the persons in whose names the 2017 Notes were registered at the close of business on the 15th day preceding
the respective 2017 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2017 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
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T he 2 0 2 4 N ot e s
The 2024 Notes offered hereby initially will be limited to $750,000,000 aggregate principal amount, will be unsecured
obligations of Ford Credit and will mature on September 8, 2024 (the "2024 Maturity Date"). The 2024 Notes are not subject to
redemption prior to maturity. The 2024 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 2024 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2024 Notes. Any such additional notes will, together with
the 2024 Notes, constitute a single series of notes under the Indenture. No additional 2024 Notes may be issued if an Event of
Default has occurred with respect to the 2024 Notes.
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The 2024 Notes will bear interest from September 8, 2014 at the rate of 3.664% per annum. Interest on the 2024 Notes will
be payable on March 8 and September 8 of each year (each such day a "2024 Notes Interest Payment Date"), commencing on
March 8, 2015, to the persons in whose names the 2024 Notes were registered at the close of business on the 15th day preceding
the respective 2024 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2024 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
T he Floa t ing Ra t e N ot e s
The Floating Rate Notes initially will be limited to $650,000,000 aggregate principal amount, will be unsecured obligations of
Ford Credit and will mature on Septmeber 8, 2017 (the "Floating Rate Maturity Date"). The Floating Rate Notes are not subject to
redemption prior to maturity. The Floating Rate 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 Floating Rate Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as the Floating Rate Notes. Any such additional
notes will, together with the Floating Rate Notes, constitute a single series of notes under the Indenture. No additional Floating
Rate Notes may be issued if an Event of Default has occurred with respect to the Floating Rate Notes.
The Floating Rate Notes will bear interest from the Settlement Date at a floating rate determined in the manner provided
below, payable on March 8, June 8, September 8 and December 8 of each year (each such day a "Floating Rate Interest Payment
Date"), commencing on December 8, 2014, to the persons in whose names the Floating Rate Notes were registered at the close of
business on the 15th day preceding the respective Floating Rate Interest Payment Date, subject to certain exceptions. The per
annum interest rate on the Floating Rate Notes (the "Floating Interest Rate") in effect for each day of an Interest Period (as defined
below) will be equal to the Three-Month LIBOR Rate plus 52 basis points (0.52%). The Floating Interest Rate for the initial Interest
Period will be determined on September 4, 2014. The Floating Interest Rate for each Interest Period after the initial Interest Period
for the Floating Rate Notes will be reset on the 8th day of the months of March, June, September and December of each year,
commencing December 8, 2014, (each such date an "Interest Reset Date") until the principal on the Floating Rate Notes is paid or
made available for payment. The applicable interest rate will be determined two London Business Days prior to each Interest Reset
Date (each such date, an "Interest Determination Date"). If any Interest Reset Date and Floating Rate Interest Payment Date for
the Floating Rate Notes
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would otherwise be a day that is not a Business Day, such Interest Reset Date and Floating Rate Interest Payment Date will be the
next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case
such Interest Reset Date and Floating Rate Interest Payment Date will be the immediately preceding Business Day.
"Interest Period" means the period from and including an Interest Reset Date or, in the case of the initial Interest Period, from
the Settlement Date to but excluding the next succeeding Interest Reset Date and, in the case of the last such period, from and
including the Interest Reset Date immediately preceding the Floating Rate Maturity Date to but not including such Floating Rate
Maturity Date. If the Floating Rate Maturity Date is not a Business Day, then the principal amount of the Floating Rate Notes plus
accrued and unpaid interest thereon shall be paid on the next succeeding Business Day and no interest shall accrue for the
Floating Rate MaturityDate, or any day thereafter.
The "Three-Month LIBOR Rate" shall mean the rate determined in accordance with the provisions described in the
accompanying prospectus for LIBOR Notes with an Index Maturity of three months.
The amount of interest for each day that the Floating Rate Notes are outstanding (the "Daily Interest Amount") will be
calculated by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of
Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for any Interest Period will be calculated by
adding the Daily Interest Amounts for each day in such Interest Period.
The Floating Interest Rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New
York law as the same may be modified by United States law of general application.
The Floating Interest Rate and amount of interest to be paid on the Floating Rate Notes for each Interest Period will be
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determined by the calculation agent. All calculations made by the calculation agent shall in the absence of manifest error be
conclusive for all purposes and binding on Ford Credit and the holders of the Floating Rate Notes. So long as the Three-Month
LIBOR Rate is required to be determined with respect to the Floating Rate Notes, there will at all times be a calculation agent. In
the event that any then acting calculation agent shall be unable or unwilling to act, or that such calculation agent shall fail duly to
establish the Three-Month LIBOR Rate for any Interest Period, or that Ford Credit proposes to remove such calculation agent, Ford
Credit shall appoint itself or another person which is a bank, trust company, investment banking firm or other financial institution to
act as the calculation agent.
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.
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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;
·
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
·
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 in effect
on the date of this prospectus supplement, and all of which are subject to change, possibly with retroactive effect, or to different
interpretations.
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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. 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
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·
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 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
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.
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 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 discussion of backup
withholding 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 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-U.S. person, certifies
to the person otherwise required to withhold United States federal income tax from such interest, under penalties of perjury,
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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 claiming the
exemption; or (z) the
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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, 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 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 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 under "Income and Withholding Tax."
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
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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
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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 Internal Revenue Service.
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 Internal Revenue Service 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, 2017.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
under FATCA.
S-7
Table of Contents
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 February 28, 2013 and a related Pricing Agreement dated September 3, 2014. BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and HSBC Securities (USA) 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 1 7 N ot e s

BNP Paribas Securities Corp.
$
160,000,000
Citigroup Global Markets Inc.

160,000,000
Credit Suisse Securities (USA) LLC

160,000,000
Goldman, Sachs & Co.

160,000,000
HSBC Securities (USA) Inc.

160,000,000
ANZ Securities, Inc.

50,000,000
Commerz Markets LLC

50,000,000
Mizuho Securities USA Inc.

50,000,000
SG Americas Securities, LLC

50,000,000

?
? ?
??
Total
$
1,000,000,000

http://www.sec.gov/Archives/edgar/data/38009/000104746914007375/a2221319z424b2.htm[9/5/2014 9:21:08 AM]

?
? ?
??
?

?

?
??

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

2 0 2 4 N ot e s

BNP Paribas Securities Corp.
$
120,000,000
Citigroup Global Markets Inc.

120,000,000
Credit Suisse Securities (USA) LLC

120,000,000
Goldman, Sachs & Co.

120,000,000
HSBC Securities (USA) Inc.

120,000,000
ANZ Securities, Inc.

37,500,000
Commerz Markets LLC

37,500,000
Mizuho Securities USA Inc.

37,500,000
SG Americas Securities, LLC

37,500,000

?
? ?
??
Total
$
750,000,000

?
? ?
??
?

?

?
??

Princ ipa l Am ount of
Floa t ing Ra t e
U nde rw rit e r

N ot e s

BNP Paribas Securities Corp.
$
104,000,000
Citigroup Global Markets Inc.

104,000,000
Credit Suisse Securities (USA) LLC

104,000,000
Goldman, Sachs & Co.

104,000,000
HSBC Securities (USA) Inc.

104,000,000
ANZ Securities, Inc.

32,500,000
Commerz Markets LLC

32,500,000
Mizuho Securities USA Inc.

32,500,000
SG Americas Securities, LLC

32,500,000

?
? ?
??
Total
$
650,000,000

?
? ?
??
?

?

?
??

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.
S-8
Table of Contents
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 0.150%, 0.270% and 0.150% of the initial public offering price of
the 2017 Notes, 2024 Notes and Floating Rate Notes, respectively. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of 0.090%, 0.160% and 0.090% of the initial public offering price of the 2017 Notes, the 2024 Notes and
Floating Rate Notes, respectively, to certain other dealers. After each series of the Notes is released for sale to the public, the
offering price and other selling terms with respect to the Notes may from time to time be varied by the Underwriters.
Each series of the Notes is 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
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
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