Bond Ford Credit LLC 5.113% ( US345397ZR75 ) in USD

Ford Credit LLC

100 % ▲

United States

US345397ZR75 ( in USD )

5.113% per year ( payment 2 times a year)

02/05/2029

Prospectus brochure of the bond Ford Motor Credit Co. LLC US345397ZR75 en USD 5.113%, maturity 02/05/2029

2 000 USD

1 487 000 000 USD

345397ZR7

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

03/11/2025 ( In 168 days )

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 US345397ZR75, pays a coupon of 5.113% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/05/2029

The Bond issued by Ford Credit LLC ( United States ) , in USD, with the ISIN code US345397ZR75, 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 US345397ZR75, 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 -2 2 3 6 3 9
Ca lc ula t ion of t he Re gist ra t ion Fe e

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

Pric e
Re gist ra t ion Fe e (1 )

5.113% Notes due May 3, 2029

$237,293,880
$30,800.75

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d M a rc h 1 4 , 2 0 1 8 )
Ford M ot or Cre dit Com pa ny LLC
$ 2 3 7 ,0 0 0 ,0 0 0 5 .1 1 3 % N ot e s due M a y 3 , 2 0 2 9
The 5.113% Notes due May 3, 2029 (the "Notes") will bear interest from November 3, 2019 at a rate of 5.113% per annum.
Ford Credit will pay interest on the Notes semi-annually in arrears on May 3 and November 3 of each year, beginning May 3, 2020.
The Notes offered hereby are a further issuance of the $1,250,000,000 aggregate principal amount of 5.113% Notes due May 3,
2029 described in Ford Credit's Prospectus Supplement dated April 30, 2019 and issued on May 3, 2019. The Notes offered
hereby will be consolidated and form a single series with such previously issued notes and will have the same CUSIP number as
the previously issued notes.
The Notes will not be subject to redemption at our option at any time prior to February 3, 2029 (three months prior to
maturity). At any time on or after February 3, 2029, we may, at our option, upon not less than 30 or more than 60 days' prior
notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of such Notes to be
redeemed. Holders of any Notes redeemed will also receive accrued and unpaid interest thereon to the date of redemption. The
Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to any sinking
fund. See "Description of Notes" in this prospectus supplement.
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
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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 N ot e

T ot a l

Initial public offering price

100.124% $
237,293,880
Underwriting discount and commission

0.300% $
711,000
Proceeds, before expenses, to Ford Credit

99.824% $
236,582,880
The initial public offering price does not include accrued interest. Interest on the Notes must be paid by the purchaser for the
period from November 3, 2019 to the Settlement Date (as defined below). Ford Credit expects that delivery of the Notes will be
made to investors on or about November 15, 2019 (the "Settlement Date").
We expect that delivery of the Notes will be made to underwriters in book-entry form through The Depository Trust Company
("DTC") for the benefit of its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A.
("Clearstream"), on or about November 15, 2019.
J .P.

M orga n
M orga n St a nle y
Prospe c t us Supple m e nt da t e d N ove m be r 1 2 , 2 0 1 9
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-9
Experts

S-9
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

4
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

5
Description of Warrants

20
Plan of Distribution

21
Legal Opinions

22
Experts

22
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T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e -w rit ing prospe c t us t ha t w e
pre pa re or a ut horize c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n
m a k ing your inve st m e nt de c ision. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny pe rson t o
provide a ny inform a t ion or re pre se nt a nyt hing a bout us ot he r t ha n w ha t is c ont a ine d or inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us
pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We t a k e no re sponsibilit y for, a nd c a n
provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y give you.
T he N ot e s a re not be ing offe re d in a ny jurisdic t ion w he re t he offe r is not pe rm it t e d.
Y ou should not a ssum e t ha t t he inform a t ion in t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front of t he doc um e nt s.
S-i
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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, 2018 (the "2018 Annual Report on Form 10-K"), and Part 1."Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Ford Credit's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2019 (the "First Quarter 10-Q Report"), June 30, 2019 (the "Second Quarter 10-Q Report"), and
September 30, 2019 (the "Third Quarter 10-Q Report"), which are incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-
looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences
between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do
not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.
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 2018 Annual Report on Form 10-K,
First Quarter 10-Q Report, Second Quarter 10-Q Report, and Third Quarter 10-Q Report, for risk factors regarding Ford and Ford
Credit.
DESCRI PT I ON OF N OT ES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt
securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this
summary. The Notes are part of the debt securities registered by Ford Credit in March 2018 to be issued on terms to be
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determined at the time of sale.
We will issue the Notes under the Indenture, dated as of March 16, 2015, between us and The Bank of New York Mellon, as
Trustee (the "Trustee"). The Indenture is summarized in the prospectus beginning on Page 5. The Indenture may be supplemented
from time to time.
T he N ot e s
The Notes will be unsecured obligations of Ford Credit and will mature on May 3, 2029. The Notes will be issued in minimum
denominations of $200,000 and will be issued in integral multiples of $1,000 for higher amounts. The Notes offered hereby are a
further issuance of the $1,250,000,000 aggregate principal amount of 5.113% Notes due May 3, 2029 described in Ford Credit's
Prospectus Supplement dated April 30, 2019 and issued on May 3, 2019 (the Notes, together with such previously issued 5.113%
Notes due May 3, 2029, the "Combined Notes"). The Combined Notes are currently limited to $1,487,000,000 aggregate principal
amount. Ford Credit may, from time to time, without the consent of the holders of the Combined Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as the Combined Notes. Any such additional notes
will, together with the Combined Notes, constitute a single series of notes under the Indenture. No additional Combined Notes may
be issued if an Event of Default has occurred with respect to the Combined Notes.
The Notes will not be subject to redemption at our option at any time prior to February 3, 2029 (three months prior to their
maturity date). At any time on or after February 3, 2029, we may, at our option, redeem all or any portion of the Notes at a
redemption price equal to 100% of the principal amount of the Notes. Holders of any Notes redeemed will also receive accrued and
unpaid interest thereon to the date of redemption.
The Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to
any sinking fund.
The Notes will bear interest from November 3, 2019 at the rate of 5.113% per annum. Interest on the Notes will be payable
on May 3 and November 3 of each year (each such day a "Notes Interest Payment Date"), commencing May 3, 2020, to the
persons in whose names the Notes were registered at the close of business on the 15th day preceding the respective Notes
Interest Payment Date, subject to certain exceptions.
Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
S-1
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Book -Ent ry, De live ry a nd Form
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 the Notes will be made in immediately available funds. Secondary market trading between participants of
the Depository will occur in the ordinary way in accordance with Depository rules and will be settled in immediately available funds
using the Depository's Same-Day Funds Settlement System.
U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person,
United States federal estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you
are the beneficial owner of a Note that you acquire at its original issuance at the offering price indicated on the cover page of this
prospectus supplement and you hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code
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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 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
S-2
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income tax consequences of acquiring, owning and disposing of the Notes, as well as any state, local or foreign tax
consequences.
Qua lifie d Re ope ning
For United States federal income tax purposes, the Notes will be part of the same issue of 5.113% Notes due May 3, 2029
that we issued on May 3, 2019 (the "Original Notes"), and will have the same issue date, the same issue price (with respect to
holders) and the same adjusted issue price as the Original Notes.
U .S. H olde rs
This section describes the material United States federal income tax consequences to U.S. holders. You are a "U.S. holder"
for purposes of this discussion if you are, for United States federal income tax purposes:
·
an individual who is a citizen or resident of the United States;
·
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the District of Columbia;
·
an estate that is subject to United States federal income taxation without regard to the source of its income; or
·
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid
election is in effect under applicable Treasury regulations for the trust to be treated as a United States person.
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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.
A portion of the price paid for a Note will be attributable to stated interest that "accrued" between November 3, 2019 and the
date the Note is purchased (the "pre-issuance accrued stated interest"). On the first interest payment date, a corresponding portion
of the stated interest received will be treated as a return of the pre-issuance accrued stated interest and not as a payment of
stated interest on the Note and will not be taxable when received but will reduce a holder's adjusted tax basis in the Note.
Premium. To the extent a U.S. holder's purchase price for a Note (excluding any amount attributable to pre-issuance
accrued stated interest) is greater than the Note's stated principal amount, the Note will have amortizable bond premium. Subject
to certain exceptions and the limitation discussed in the following paragraph, a U.S. holder may generally elect to amortize the
premium over the remaining term of the Note on a constant yield method as an offset to stated interest when includible in income
under such holder's regular accounting method for U.S. federal income tax purposes. The election to amortize premium using a
constant yield method, once made, will apply to certain other debt instruments that such U.S. holder previously acquired at a
premium
S-3
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or that such U.S. holder acquires at a premium on or after the first day of the first taxable year to which the election applies, and
such U.S. holder may not revoke this election without the consent of the IRS. If a U.S. holder does not elect to amortize the
premium, that premium will decrease the gain or increase the loss otherwise recognized on a disposition of the Note.
The Notes are subject to a call provision at our option on or after February 3, 2029. As a result, a U.S. holder will calculate
the amount of amortizable bond premium based on the amount payable on an applicable call date if the use of the call price and
the call date results in a smaller amortizable bond premium for the period ending on the call date. The foregoing rule may
eliminate, reduce or defer any amortization deductions.
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 less any amortized bond premium
and any amount paid for pre-issuance accrued stated interest.
Gain or loss so recognized will be capital gain or loss and will be long-term capital gain or loss if your holding period in the
Note exceeds one year. Long-term capital gains recognized by non-corporate holders generally will be subject to a lower tax rate
than the rate applicable to ordinary income. The deductibility of capital losses is subject to limitations.
N on -U nit e d St a t e s H olde rs
This section describes the material United States federal income and estate tax consequences to non-United States persons.
For purposes of this discussion, a non-United States person is a beneficial owner of a Note that is neither a U.S. holder nor an
entity or arrangement that is treated as a partnership for United States federal income tax purposes. Subject to the discussions of
backup withholding and FATCA below:
(i) payments of principal and interest on a Note that is beneficially owned by a non-United States person will not be
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
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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
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such owner's agent provides a properly completed IRS Form W-8ECI; provided that in each such case, the relevant
certification or IRS Form is delivered pursuant to applicable procedures and is properly transmitted to the person otherwise
required to withhold United States federal income tax, and none of the persons receiving the relevant certification or IRS
Form has actual knowledge that the certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States federal income or withholding tax on any gain
realized on the sale, exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's
trade or business in the United States or, in the case of an individual, the holder is present in the United States for
183 days or more in the taxable year in which the sale, exchange or redemption occurs and certain other conditions are
met; and
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be
subject to United States federal estate tax as a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor Company entitled to
vote and the income on the Note would not have been effectively connected with a U.S. trade or business of the individual.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a holder of a
Note who is a non-United States person (and, if an applicable tax treaty so requires, is attributable to a permanent establishment in
the United States of such holder), although exempt from United States withholding tax (provided the non-United States person
provides the appropriate certification), generally will be subject to United States income tax in the same manner as if such interest
was earned by a U.S. holder. In addition, if such holder is a non-United States corporation, it may be subject to a branch profits tax
at a rate of 30% (or such lower rate provided by an applicable income tax treaty) of its annual earnings and profits that are so
effectively connected, subject to specific adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the
proceeds of the sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding"
generally will apply to such payments if the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-
9) in the manner required or to report all interest and dividends required to be shown on its United States federal income tax
returns.
Information reporting on IRS Form 1099 and backup withholding generally will not apply to payments made by Ford Credit or
a paying agent to a non-United States person on a Note if a 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
S-5
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and backup withholding unless the holder or beneficial owner properly certifies that it is a non-United States person and that it
satisfies certain other conditions or otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal
income tax, provided the necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S,
which must be filed with the IRS and furnished to such beneficial owner. Copies of information returns may be provided to tax
authorities in a beneficial owner's country of residence pursuant to a treaty or other agreement.
FAT CA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act ("FATCA") on certain types of payments
made to certain foreign financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on payments of interest on Notes made to a "foreign financial institution"
or a "non-financial foreign entity" (in each case, as defined in the Code), regardless of whether such foreign institution or entity is a
beneficial owner or an intermediary, unless (1) in the case of a foreign financial institution, the foreign financial institution
undertakes certain diligence and reporting obligations, (2) in the case of a non-financial foreign entity, the non-financial foreign
entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying
information regarding each substantial United States owner and satisfies certain other requirements or (3) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial
institution and is subject to the diligence and reporting requirements described in clause (1) above, it must enter into an agreement
with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "U.S.
persons" or "U.S.-owned foreign entities" (in each case, as defined in the Code), annually report certain information about such
accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing
FATCA may be subject to different rules.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
under FATCA.
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U N DERWRI T I N G
Ford Credit is selling the Notes to the several Underwriters named below under an Underwriting Agreement dated January 3,
2019 and related Pricing Agreement dated November 12, 2019. 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

N ot e s

J.P. Morgan Securities LLC
$
118,500,000
Morgan Stanley & Co. LLC

118,500,000
?
?
?
?
?
Total
$
237,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if the Underwriters take
any of the Notes, then they are obligated to take and pay for all of the Notes.
The Underwriters have advised Ford Credit that they propose initially to offer the Notes directly to purchasers at the initial
public offering prices set forth on the cover page of this prospectus supplement, and may offer the Notes to certain securities
dealers at such price less a concession, not in excess of 0.200% of the initial public offering price of the Notes. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of 0.100% of the initial public offering price of the Notes.
After the Notes are released for sale to the public, the offering prices and other selling terms with respect to the Notes may from
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time to time be varied by the Underwriters.
Ford Credit has been advised by the Underwriters that they intend to make a market in 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 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 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 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 Underwriters (or persons acting on their behalf) may over-allot the Notes or
effect transactions with a view to supporting the market price of the Notes during the stabilization period at a level higher than that
which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at
any time, but it must end no later than 30 days after the date on which the Issuer received the proceeds of the issue, or no later
than 60 days after the date of allotment of the securities, whichever is the earlier. Any stabilization action or over-allotment must be
conducted by the Underwriters (or persons acting on their behalf) in accordance with all applicable laws and rules and will be
undertaken at the efforts of the Underwriters (or persons acting on their behalf) and on the over the counter market.
It is expected that delivery of the Notes will be made against payment therefor on or about November 15, 2019, which will be
the third business day following the date of pricing of the Notes
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(such settlement cycle being referred to herein as "T+3"). Under Rule 15c6-1 pursuant to the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing will be required, by
virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the Notes who wish to trade those Notes on the date of pricing should consult their own
advisor.
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
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Each Underwriter has warranted and agreed that:
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(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.
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
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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 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 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.
EX PERT S
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, 2018 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.
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