Bond Ford Motors Inc. 4.542% ( US345397ZW60 ) in USD

Ford Motors Inc.

100 % ▲

United States

US345397ZW60 ( in USD )

4.542% per year ( payment 2 times a year)

01/08/2026

Prospectus brochure of the bond Ford Motor Co US345397ZW60 en USD 4.542%, maturity 01/08/2026

2 000 USD

750 000 000 USD

345397ZW6

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

01/02/2026 ( In 47 days )

Ford Motor Company is a multinational automaker headquartered in Dearborn, Michigan, that designs, manufactures, markets, and services a range of automobiles, trucks, and SUVs globally.

Ford Motor Co. issued a USD 750,000,000 bond (ISIN: US345397ZW60, CUSIP: 345397ZW6) maturing on 01/08/2026, currently trading at 100% with a 4.542% coupon, paying semi-annually, and rated BB+ by S&P and Ba2 by Moody's, with a minimum purchase size of 2,000 bonds.

424B2 1 a2239373z424b2.htm 424B2
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TABLE OF CONTENTS
Table of Contents
Ca lc ula t ion of t he Re gist ra t ion Fe e

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

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

3.350% Notes due November 1, 2022

$1,249,350,000

$151,421.22

4.542% Notes due August 1, 2026

$750,000,000

$90,900

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 3 6 3 9
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 )
$ 2 ,0 0 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 3 .3 5 0 % N ot e s due N ove m be r 1 , 2 0 2 2
$ 7 5 0 ,0 0 0 ,0 0 0 4 .5 4 2 % N ot e s due August 1 , 2 0 2 6
The 3.350% Notes due November 1, 2022 (the "2022 Notes") will bear interest from August 1, 2019 at a rate of 3.350% per
annum. Ford Credit will pay interest on the 2022 Notes semi-annually in arrears on May 1 and November 1 of each year, beginning
November 1, 2019.
The 4.542% Notes due August 1, 2026 (the "2026 Notes" and, together with the 2022 Notes, the "Notes") will bear interest
from August 1, 2019 at a rate of 4.542% per annum. Ford Credit will pay interest on the 2026 Notes semi-annually in arrears on
February 1 and August 1 of each year, beginning February 1, 2020.
The 2026 Notes will not be subject to redemption at our option at any time prior to June 1, 2026 (two months prior to their
maturity date). At any time on or after June 1, 2026, we may, at our option, redeem all or any portion of the 2026 Notes at a
redemption price equal to 100% of the principal amount of the 2026 Notes. Holders of any 2026 Notes redeemed will also receive
accrued and unpaid interest thereon to the date of redemption.
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
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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 2 2
Pe r 2 0 2 6

N ot e

T ot a l

N ot e

T ot a l

Initial public offering price

99.948%$ 1,249,350,000
100.000%$ 750,000,000
Underwriting discounts and commissions

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

99.698%$ 1,246,225,000
99.600%$ 747,000,000
Interest on each series of the Notes will accrue from August 1, 2019 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
August 1, 2019.
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 August 1, 2019.
Cit igroup

COM M ERZ BAN K
H SBC

M orga n St a nle y
Ba rc la ys

Bra de sc o BBI

J .P. M orga n
Prospe c t us Supple m e nt da t e d J uly 2 9 , 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-3
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

4
Prospectus

4
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Prospectus Supplement or Term Sheet

4
Description of Debt Securities

5
Description of Warrants

20
Plan of Distribution

21
Legal Opinions

22
Experts

22
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 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 Reports on Form 10-Q for the
quarters ended March 31, 2019 (the "First Quarter 10-Q Report") and June 30, 2019 (the "Second 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, and Second Quarter 10-Q Report, for risk factors regarding Ford and Ford Credit.
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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
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 2 0 2 2 N ot e s
The 2022 Notes will initially be limited to $1,250,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on November 1, 2022. The 2022 Notes will be issued in minimum denominations of $200,000 and will be
issued in integral multiples of $1,000 for higher amounts.
The 2022 Notes will not be subject to redemption at our option at any time prior to maturity.
The 2022 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.
Ford Credit may, from time to time, without the consent of the holders of the 2022 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2022 Notes. Any such additional notes will, together with
the 2022 Notes, constitute a single series of notes under the Indenture. No additional 2022 Notes may be issued if an Event of
Default has occurred with respect to the 2022 Notes.
The 2022 Notes will bear interest from August 1, 2019 at the rate of 3.350% per annum. Interest on the 2022 Notes will be
payable on May 1 and November 1 of each year (each such day a "2022 Notes Interest Payment Date"), commencing
November 1, 2019, to the persons in whose names the 2022 Notes were registered at the close of business on the 15th day
preceding the respective 2022 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2022 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
T he 2 0 2 6 N ot e s
The 2026 Notes will initially be limited to $750,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on August 1, 2026. The 2026 Notes will be issued in minimum denominations of $200,000 and will be issued
in integral multiples of $1,000 for higher amounts.
S-1
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The 2026 Notes will not be subject to redemption at our option at any time prior to June 1, 2026 (two months prior to their
maturity date). At any time on or after June 1, 2026, we may, at our option, redeem all or any portion of the 2026 Notes at a
redemption price equal to 100% of the principal amount of the 2026 Notes. Holders of any 2026 Notes redeemed will also receive
accrued and unpaid interest thereon to the date of redemption.
The 2026 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.
Ford Credit may, from time to time, without the consent of the holders of the 2026 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2026 Notes. Any such additional notes will, together with
the 2026 Notes, constitute a single series of notes under the Indenture. No additional 2026 Notes may be issued if an Event of
Default has occurred with respect to the 2026 Notes.
The 2026 Notes will bear interest from August 1, 2019 at the rate of 4.542% per annum. Interest on the 2026 Notes will be
payable on February 1 and August 1 of each year (each such day a "2026 Notes Interest Payment Date"), commencing
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February 1, 2020, to the persons in whose names the 2026 Notes were registered at the close of business on the 15th day
preceding the respective 2026 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2026 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.
S-2
Table of Contents
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
·
persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of
such income being recognized on an "applicable financial statement" (within the meaning of Section 451 of the Code);
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.
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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, 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;
·
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;
S-3
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·
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.
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
S-4
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thereof; (y) the beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from
United States federal withholding tax and the beneficial owner of the Note or such owner's agent provides a properly
completed IRS Form W-8BEN or W-8BEN-E claiming the exemption; or (z) the beneficial owner conducts a trade or
business in the United States to which the interest is effectively connected and the beneficial owner of the Note or such
owner's agent provides a properly completed IRS Form W-8ECI; provided that in each such case, the relevant certification
or IRS Form is delivered pursuant to applicable procedures and is properly transmitted to the person otherwise required to
withhold United States federal income tax, and none of the persons receiving the relevant certification or IRS Form has
actual knowledge that the certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States federal income or withholding tax on any gain
realized on the sale, exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's
trade or business in the United States or, in the case of an individual, the holder is present in the United States for
183 days or more in the taxable year in which the sale, exchange or redemption occurs and certain other conditions are
met; and
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be
subject to United States federal estate tax as a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor Company entitled to
vote and the income on the Note would not have been effectively connected with a U.S. trade or business of the individual.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a holder of a
Note who is a non-United States person (and, if an applicable tax treaty so requires, is attributable to a permanent establishment in
the United States of such holder), although exempt from United States withholding tax (provided the non-United States person
provides the appropriate certification), generally will be subject to United States income tax in the same manner as if such interest
was earned by a U.S. holder. In addition, if such holder is a non-United States corporation, it may be subject to a branch profits tax
at a rate of 30% (or such lower rate provided by an applicable income tax treaty) of its annual earnings and profits that are so
effectively connected, subject to specific adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the
proceeds of the sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding"
generally will apply to such payments if the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-
9) in the manner required or to report all interest and dividends required to be shown on its United States federal income tax
returns.
Information reporting on IRS Form 1099 and backup withholding generally will not apply to payments made by Ford Credit or
a paying agent to a non-United States person on a Note if a 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
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purposes, a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for
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a specified three-year period, a foreign partnership with specific connections to the United States, or a United States branch of a
foreign bank or foreign insurance company, information reporting may apply to such payments. Payments of the proceeds from the
sale of a Note to or through the United States office of a broker are subject to information reporting and backup withholding unless
the holder or beneficial owner properly certifies that it is a non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal
income tax, provided the necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S,
which must be filed with the IRS and furnished to such beneficial owner. Copies of information returns may be provided to tax
authorities in a beneficial owner's country of residence pursuant to a treaty or other agreement.
FAT CA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act ("FATCA") on certain types of payments
made to certain foreign financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on payments of interest on 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.
S-6
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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 January 3, 2019 and related Pricing Agreement dated July 29, 2019. Citigroup Global Markets Inc., Commerz Markets LLC,
HSBC Securities (USA) Inc., and Morgan Stanley & Co. LLC 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 2 2 N ot e s

Citigroup Global Markets Inc.

166,072,000
Commerz Markets LLC

166,072,000
HSBC Securities (USA) Inc.

166,072,000
Morgan Stanley & Co. LLC

166,071,000
Banco Bradesco BBI S.A.

166,071,000
Barclays Capital Inc.

166,071,000
J.P. Morgan Securities LLC

166,071,000
BB Securities Limited

29,167,000
Santander Investment Securities Inc.

29,167,000
Scotia Capital (USA) Inc.

29,166,000
?
?
?
?
?
Total
$
1,250,000,000
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?
?
?
?
?
?
?
?
? ?
?
?
?
?
?

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

2 0 2 6 N ot e s

Citigroup Global Markets Inc.

99,643,000
Commerz Markets LLC

99,643,000
HSBC Securities (USA) Inc.

99,642,000
Morgan Stanley & Co. LLC

99,643,000
Banco Bradesco BBI S.A.

99,643,000
Barclays Capital Inc.

99,643,000
J.P. Morgan Securities LLC

99,643,000
BB Securities Limited

17,500,000
Santander Investment Securities Inc.

17,500,000
Scotia Capital (USA) Inc.

17,500,000
?
?
?
?
?
Total
$
750,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
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 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 0.150% of the initial public offering price of the 2022 Notes and
not in excess of 0.250% of the initial public offering price of the 2026 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 2022 Notes and not in excess of 0.150% of
the initial public offering price of the 2026 Notes to certain other dealers. After each series of the Notes is released for sale to the
public, the offering prices and other selling terms with respect to the Notes may from time to time be varied by the Underwriters.
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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
any 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 any 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
any 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 Underwriters (or persons acting on their behalf) may over-allot each series of
the Notes or effect transactions with a view to supporting the market price of any series 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 relevant Notes is made
and, if begun, may be ended at any time, but it must end no later than 30 days after the date on which the Issuer received the
proceeds of the issue, or no later than 60 days after the date of allotment of the relevant securities, whichever is the earlier. Any
stabilization action or over-allotment must be conducted by the 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.
N o Public Offe ring Out side t he U nit e d St a t e s
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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
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 Regulation from the requirement to publish a
prospectus for offers of Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or
superseded).
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
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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 (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. 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 represented and
agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any
retail investor (as defined above) in the EEA.
Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any Notes under,
the offers to the public contemplated in this prospectus supplement, or to whom the Notes are otherwise made available, will be
deemed to have represented, warranted, acknowledged and agreed to and with each Underwriter and Ford Credit that it and any
person on whose behalf it acquires Notes is not a "retail investor" (as defined above).
U nit e d K ingdom
Each Underwriter has represented 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 Financial Services
and Markets Act 2000 (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 Ford Credit; 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.
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) 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.
All secondary trading in the Notes will settle in immediately available funds.
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