Bond Ford Motor Credit Company 3.096% ( US345397XZ10 ) in USD

Ford Motor Credit Company

100 % ▲

United States

US345397XZ10 ( in USD )

3.096% per year ( payment 2 times a year)

03/05/2023 - Bond has expired

Prospectus brochure of the bond Ford Motor Credit Co US345397XZ10 in USD 3.096%, expired

200 000 USD

1 000 000 000 USD

345397XZ1

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

Ford Motor Credit Company is the financial services arm of Ford Motor Company, providing automotive financing and leasing solutions to Ford and Lincoln customers and dealers worldwide.

The Bond issued by Ford Motor Credit Company ( United States ) , in USD, with the ISIN code US345397XZ10, pays a coupon of 3.096% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/05/2023

The Bond issued by Ford Motor Credit Company ( United States ) , in USD, with the ISIN code US345397XZ10, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Ford Motor Credit Company ( United States ) , in USD, with the ISIN code US345397XZ10, 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 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 )

2.021% Notes due May 3, 2019

$1,250,000,000

$125,875

3.096% Notes due May 4, 2023

$1,000,000,000

$100,700

(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 ,2 5 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$ 1 ,2 5 0 ,0 0 0 ,0 0 0 2 .0 2 1 % N ot e s due M a y 3 , 2 0 1 9
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 3 .0 9 6 % N ot e s due M a y 4 , 2 0 2 3
The 2.021% Notes due May 3, 2019 (the "2019 Notes") will bear interest from May 4, 2016 at a rate of 2.021% per annum. Ford Credit will pay
interest on the 2019 Notes, semi-annually in arrears on May 3 and November 3 of each year, beginning November 3, 2016.
The 3.096% Notes due May 4, 2023 (the "2023 Notes" and, together with the 2019 Notes, the "Notes") will bear interest from May 4, 2016 at a
rate of 3.096% per annum. Ford Credit will pay interest on the 2023 Notes semi-annually in arrears on May 4 and November 4 of each year,
beginning November 4, 2016.
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors" on pa ge S-1 of t his prospe c t us
supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 1 of t he a c c om pa nying prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a
criminal offense.
Pe r 2 0 1 9
Pe r 2 0 2 3

N ot e

T ot a l

N ot e

T ot a l

Initial public offering price

100%$
1,250,000,000
100%$
1,000,000,000
Underwriting discounts and commissions

0.250%$
3,125,000
0.400%$
4,000,000
Proceeds, before expenses, to Ford Credit

99.750%$
1,246,875,000
99.600%$
996,000,000
Interest on each series of the Notes will accrue from May 4, 2016 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 May 4, 2016.
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We expect that delivery of the Notes will be made to underwriters in book-entry form through The Depository Trust Company ("DTC") for the
benefit of its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), on or about May 4, 2016.
J oint Book -Running M a na ge rs
BN P PARI BAS Cre dit Suisse De ut sc he Ba nk Se c urit ie s M izuho Se c urit ie s M orga n St a nle y SM BC N ik k o
Prospe c t us Supple m e nt da t e d April 2 9 , 2 0 1 6
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-10
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
T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e -w rit ing prospe c t us t ha t w e pre pa re or
a ut horize c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n m a k ing your inve st m e nt
de c ision. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny pe rson t o provide a ny inform a t ion or re pre se nt
a nyt hing a bout us ot he r t ha n w ha t is c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d
you. We t a k e no re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs
m a y give you.
T he N ot e s a re not be ing offe re d in a ny jurisdic t ion w he re t he offe r is not pe rm it t e d.
Y ou should not a ssum e t ha t t he inform a t ion in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is
a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front of t he doc um e nt s.
S-i
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of the Private
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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, 2015 (the "2015 Annual Report on Form 10-K"), and
Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations in Ford Credit's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2016 (the "First Quarter 2016 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.
S-ii
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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 2015 Annual Report on Form 10-K and First Quarter 2016
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 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 1 9 N ot e s
The 2019 Notes will initially be limited to $1,250,000,000 aggregate principal amount, will be unsecured obligations of Ford Credit and will
mature on May 3, 2019. The 2019 Notes are not subject to redemption prior to maturity. The 2019 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 2019 Notes, issue additional notes having the same ranking and
the same interest rate, maturity and other terms as the 2019 Notes. Any such additional notes will, together with the 2019 Notes, constitute a single
series of notes under the Indenture. No additional 2019 Notes may be issued if an Event of Default has occurred with respect to the 2019 Notes.
The 2019 Notes will bear interest from May 4, 2016 at the rate of 2.021% per annum. Interest on the 2019 Notes will be payable on May 3 and
November 3 of each year (each such day a "2019 Notes Interest Payment Date"), commencing November 3, 2016, to the persons in whose names
the 2019 Notes were registered at the close of business on the 15th day preceding the respective 2019 Notes Interest Payment Date, subject to
certain exceptions.
Interest on the 2019 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
T he 2 0 2 3 N ot e s
The 2023 Notes will initially be limited to $1,000,000,000 aggregate principal amount, will be unsecured obligations of Ford Credit and will
mature on May 4, 2023. The 2023 Notes are not subject to redemption prior to maturity. The 2023 Notes will be issued in minimum denominations of
$200,000 and will be issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 2023 Notes, issue additional notes having the same ranking and
the same interest rate, maturity and other terms as the 2023 Notes. Any such additional notes will, together with the 2023 Notes, constitute a single
S-1
Table of Contents
series of notes under the Indenture. No additional 2023 Notes may be issued if an Event of Default has occurred with respect to the 2023 Notes.
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The 2023 Notes will bear interest from May 4, 2016 at the rate of 3.096% per annum. Interest on the 2023 Notes will be payable on May 4 and
November 4 of each year (each such day a "2023 Notes Interest Payment Date"), commencing November 4, 2016, to the persons in whose names
the 2023 Notes were registered at the close of business on the 15th day preceding the respective 2023 Notes Interest Payment Date, subject to
certain exceptions.
Interest on the 2023 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Book -Ent ry, De live ry a nd Form
Each series of the Notes will be issued in the form of one or more fully registered Global Notes (the "Global Notes") which will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of Cede & Co., the
Depository's nominee. Notes in definitive form will not be issued, unless the Depository notifies Ford Credit that it is unwilling or unable to continue
as depository for the Global Notes and Ford Credit fails to appoint a successor depository within 90 days or unless otherwise determined, at Ford
Credit's option. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in the Depository. All interests in the Global Notes will be subject to the operations and
procedures of the Depository, Euroclear and Clearstream.
Initial settlement for each series of the Notes will be made in immediately available funds. Secondary market trading between participants of the
Depository will occur in the ordinary way in accordance with Depository rules and will be settled in immediately available funds using the
Depository's Same-Day Funds Settlement System.
U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person, United States
federal estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you are the beneficial owner of a
Note that you acquire at its original issuance at the issue price indicated on the cover page of this prospectus supplement and you hold the Note as a
capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). This discussion does not apply to
holders that are subject to special treatment under the United States federal income tax law, such as:
·
dealers in securities or currencies;
·
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.
S-2
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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, 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.
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.
S-3
Table of Contents
N on -U nit e d St a t e s H olde rs
This section describes the material United States federal income and estate tax consequences to non-United States persons. For purposes of
this discussion, a non-United States person is a beneficial owner of a Note that is neither a U.S. holder nor an entity or arrangement that is treated
as a partnership for United States federal income tax purposes. Subject to the discussions of backup withholding and FATCA below:
(i) payments of principal and interest on a Note that is beneficially owned by a non-United States person will not be subject to the 30%
United States federal withholding tax; provided, that in the case of interest, (x) (a) the beneficial owner does not actually or constructively own
10% or more of the total combined voting power of all classes of stock of Ford Motor Company entitled to vote, (b) the beneficial owner is not
a controlled foreign corporation that is related, directly or indirectly, to Ford Motor Company through stock ownership, and (c) either (I) the
beneficial owner of the Note provides a properly completed IRS Form W-8BEN or W-8BEN-E to the person otherwise required to withhold
United States federal income tax from such interest certifying, under penalties of perjury, that, among other things, it is not a United States
person and provides its name and address or (II) a securities clearing organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial institution"), and holds the Note on behalf of a non-United States person,
certifies to the person otherwise required to withhold United States federal income tax from such interest, under penalties of perjury, that the
certification described above in clause (I) has been received from the beneficial owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof; (y) the beneficial owner is entitled to the benefits of an income tax treaty under
which the interest is exempt from United States federal withholding tax and the beneficial owner of the Note or such owner's agent provides a
properly completed IRS Form W-8BEN or W-8BEN-E claiming the exemption; or (z) the beneficial owner conducts a trade or business in the
United States to which the interest is effectively connected and the beneficial owner of the Note or such owner's agent provides a properly
completed IRS Form W-8ECI; provided that in each such case, the relevant certification or IRS Form is delivered pursuant to applicable
procedures and is properly transmitted to the person otherwise required to withhold United States federal income tax, and none of the persons
receiving the relevant certification or IRS Form has actual knowledge that the certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States federal income or withholding tax on any gain realized on the sale,
exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's trade or business in the United States
or, in the case of an individual, the holder is present in the United States for 183 days or more in the taxable year in which the sale,
exchange or redemption occurs and certain other conditions are met; and
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be subject to United
States federal estate tax as a result of such individual's death if the individual does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of Ford Motor Company entitled to vote and 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),
S-4
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although exempt from United States withholding tax (provided the non-United States person provides the appropriate certification), generally will be
subject to United States income tax in the same manner as if such interest was earned by a U.S. holder. In addition, if such holder is a non-United
States corporation, it may be subject to a branch profits tax at a rate of 30% (or such lower rate provided by an applicable income tax treaty) of its
annual earnings and profits that are so effectively connected, subject to specific adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the proceeds of the
sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding" generally will apply to such payments if
the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-9) in the manner required or to report all interest and
dividends required to be shown on its United States federal income tax returns.
Information reporting on IRS Form 1099 and backup withholding generally will not apply to payments made by Ford Credit or a paying agent to
a non-United States person on a Note if a properly completed certification of foreign status on an appropriate IRS Form W-8 is provided to Ford
Credit or its paying agent, as described above.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker generally will not be subject to information
reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes, a
foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period,
a foreign partnership with specific connections to the United States, or a United States branch of a foreign bank or foreign insurance company,
information reporting may apply to such payments. Payments of the proceeds from the sale of a Note to or through the United States office of a
broker are subject to information reporting and backup withholding unless the holder or beneficial owner properly certifies that it is a non-United
States person and that it satisfies certain other conditions or otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal income tax, provided the
necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S, which must be filed
with the 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
S-5
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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 October 5,
2015 and related Pricing Agreement dated April 29, 2016. BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. are acting as representatives of the
Underwriters. The Underwriters and the amount of Notes each has agreed to severally purchase from Ford Credit are as follows:
Princ ipa l Am ount
of
U nde rw rit e r

2 0 1 9 N ot e s

BNP Paribas Securities Corp.
$
195,834,000
Credit Suisse Securities (USA) LLC

195,834,000
Deutsche Bank Securities Inc.

195,833,000
Mizuho Securities USA Inc.

195,833,000
Morgan Stanley & Co. LLC

195,833,000
SMBC Nikko Securities America, Inc.

195,833,000
ANZ Securities, Inc.

25,000,000
BB Securities Ltd.

25,000,000
BNY Mellon Capital Markets, LLC

25,000,000
?
?
?
?
?
Total
$
1,250,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Princ ipa l Am ount
of
U nde rw rit e r

2 0 2 3 N ot e s

BNP Paribas Securities Corp.
$
156,666,000
Credit Suisse Securities (USA) LLC

156,666,000
Deutsche Bank Securities Inc.

156,667,000
Mizuho Securities USA Inc.

156,667,000
Morgan Stanley & Co. LLC

156,667,000
SMBC Nikko Securities America, Inc.

156,667,000
ANZ Securities, Inc.

20,000,000
BB Securities Ltd.

20,000,000
BNY Mellon Capital Markets, LLC

20,000,000
?
?
?
?
?
Total
$
1,000,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
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 0.125% of the initial public offering price of the 2019 Notes, and not in excess of 0.250% of the initial public offering
price of the 2023 Notes. The Underwriters may allow, and such dealers may reallow, a concession not in excess of 0.050% of the initial public
offering price of the 2019 Notes, and not in excess of 0.100% of the initial public offering price of the 2023 Notes 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.
S-7
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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.
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 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
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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, each Underwriter has represented and agreed that with effect from and
including the date on which the Prospectus Directive was implemented in that Member State (the "Relevant Implementation Date") it has not made
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 Member
State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Member
State:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under 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 Ford Credit or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
In this section, the expression an offer of Notes to the public in relation to any Notes in any 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 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 (as amended), and includes any relevant implementing measure in
the Member State concerned.
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area will
be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes.
U nit e d K ingdom
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any securities may otherwise lawfully
be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Each Underwriter has warranted and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue
or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in,
from or otherwise involving the United Kingdom.
All secondary trading in the Notes will settle in immediately available funds.
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Ford Credit has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended. Ford Credit estimates that it will spend approximately $250,000 for printing, registration fees, rating agency and other expenses related to
the offering of the Notes. The Underwriters have agreed to reimburse Ford Credit for certain expenses.
In the ordinary course of their respective businesses, certain of the Underwriters and their respective affiliates have engaged, and may in the
future engage, in commercial banking, general financing, corporate trust and/or investment banking transactions with Ford Credit, Ford and certain of
their affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of
Ford Credit or Ford. Certain of the Underwriters or their affiliates that have a lending relationship with Ford Credit, Ford and certain of their affiliates
routinely hedge their credit exposure to Ford Credit, Ford and certain of their affiliates consistent with their customary risk management policies.
Typically, such Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the Notes offered hereby. The Underwriters and their respective affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time
hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
LEGAL OPI N I ON S
The legality of the Notes offered by Ford Credit hereby will be passed on for Ford Credit by Corey M. MacGillivray, Managing Counsel and
Assistant Secretary of Ford, or other counsel satisfactory to the Underwriters. The Underwriters are being represented by Shearman & Sterling LLP,
New York, New York. Mr. MacGillivray is a full-time employee of Ford, and owns shares of common stock of Ford. Shearman & Sterling LLP has in
the past provided, and may continue to provide, legal services to Ford and its subsidiaries.
I N DEPEN DEN T REGI ST ERED PU BLI C ACCOU N T I N G FI RM
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in
Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on
Form 10-K for the year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of Ford Credit for the three-month periods ended March 31, 2016 and 2015, incorporated by
reference in this prospectus supplement, PricewaterhouseCoopers LLP reported that it has applied limited procedures in accordance with professional
standards for a review of such information. However, its separate report dated April 28, 2016, incorporated by reference herein, states that
PricewaterhouseCoopers LLP did not audit and
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does not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on its report on such information should be
restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933, as amended (the "Act"), for its report on the unaudited financial information because that report is not a
"report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Act.
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Ford M ot or Cre dit Com pa ny LLC
Senior Debt Securities,
Subordinated Debt Securities and Warrants
This prospectus is part of a registration statement that Ford Credit filed with the SEC. Under this registration, Ford Credit may, from time to
time, sell the following types of securities described in this prospectus in one or more offerings:
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·
our debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case consisting
of notes, debentures or other unsecured evidences of indebtedness;
·
warrants to purchase debt securities; or
·
any combination of these securities.
This prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus
supplement or term sheet that will contain specific information about the terms of that offering. The prospectus supplement or term sheet may also
add, update or change information contained in this prospectus.
Investments in the securities involve certain risks. See "Risk Fa c t ors" beginning on page 1 of this prospectus.
You should read both this prospectus and any prospectus supplement or term sheet together with additional information described under the
heading "Where You Can Find More Information".
Our principal executive offices are located at:
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
313-322-3000
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of
t he se se c urit ie s or de t e rm ine d if t his prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
The date of this prospectus is March 16, 2015.
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T ABLE OF CON T EN T S

Pa ge
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
Y ou should re ly only on t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us a nd in a ny
a c c om pa nying prospe c t us supple m e nt . N o one ha s be e n a ut horize d t o provide you w it h diffe re nt inform a t ion.
T he se c urit ie 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 or a ny prospe c t us supple m e nt 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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Document Outline

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