Obbligazione Ford Credit 0% ( US345397WH21 ) in USD

Ford Credit

100 USD ⇌

Stati Uniti

US345397WH21 ( in USD )

09/05/2016 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Ford Motor Credit Company US345397WH21 in USD 0%, scaduta

200 000 USD

500 000 000 USD

345397WH2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

Ford Motor Credit Company è una società finanziaria sussidiaria di Ford Motor Company che fornisce finanziamenti per l'acquisto di veicoli Ford e Lincoln, nonché altri servizi finanziari correlati.

The Obbligazione issued by Ford Credit ( United States ) , in USD, with the ISIN code US345397WH21, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/05/2016

The Obbligazione issued by Ford Credit ( United States ) , in USD, with the ISIN code US345397WH21, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Ford Credit ( United States ) , in USD, with the ISIN code US345397WH21, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-180342
Calculation of the Registration Fee

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

Floating Rate Notes due May 9,
2016
$500,000,000

$68,200

1.70% Notes due May 9, 2016

$999,040,000

$136,270

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2012)
$500,000,000 Floating Rate Notes due May 9, 2016
$1,000,000,000 1.70% Notes due May 9, 2016
The Floating Rate Notes (the "Floating Rate Notes") wil bear interest at a floating rate equal to the Three-Month LIBOR Rate, reset quarterly,
plus 125 basis points (1.25%), from May 9, 2013 (the "Floating Rate Note Issue Date"). Ford Credit wil pay interest on the Floating Rate Notes
quarterly in arrears on the 9th day of February, May, August, and November of each year, beginning August 9, 2013.
The 1.70% Notes (the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "Notes") wil bear interest from May 9, 2013 (the "Fixed
Rate Note Issue Date" and together with the Floating Rate Note Issue Date, the "Issue Date") at a rate of 1.70% per annum. Ford Credit wil pay
interest on the Fixed Rate Notes semi-annual y in arrears on May 9 and November 9 of each year, beginning November 9, 2013.
Investing in the Notes involves risks. See "Risk Factors" on page S-1 of this prospectus supplement and "Risk
Factors" beginning on page 1 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal
offense.
Per Floating
Per Fixed

Rate Note

Total
Rate Note

Total

Initial public offering price

100%
$ 500,000,000
99.904% $ 999,040,000
Underwriting
discount

0.25% $
1,250,000
0.25% $
2,500,000
Proceeds, before expenses, to Ford Credit

99.75%
$ 498,750,000
99.654% $ 996,540,000
Interest on each series of the Notes wil accrue from the Issue Date and must be paid by the purchasers if the Notes are delivered to the
purchasers after that date. Ford Credit expects that delivery of the Notes wil be made to investors on or about May 9, 2013.
We expect that delivery of the Notes wil be made to underwriters in book-entry form through The Depository Trust Company ("DTC") for the
benefit of its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on or about
May 9, 2013.
BNP PARIBAS

Credit Agricole CIB

Credit Suisse
Goldman, Sachs & Co.
Prospectus Supplement dated May 6, 2013
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TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements
S-i
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
Prospectus

Risk Factors

1
Where You Can Find More Information

1
Information Concerning Ford Credit

2
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

3
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

4
Description of Warrants

22
Plan of Distribution

23
Legal Opinions

24
Experts

24
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize contain and
incorporate by reference information that you should consider when making your investment decision. We have not, and the underwriters
have not, authorized any person to provide any information or represent anything about us other than what is contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us
or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you.
The Notes are not being offered in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of the documents.
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FORWARD-LOOKING STATEMENTS
Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"). Forward-looking statements are based on expectations, forecasts and assumptions by our management
and involve a number of risks, uncertainties, and other factors that could cause actual results to differ 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, 2012 (the "2012 Annual Report on Form 10-K") and in
Part 1 "Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations" in Ford Credit's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2013 (the "First Quarter 2013 Form 10-Q Report"), which is incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements wil
prove accurate, or that any projections wil be realized. It is to be expected that there may be differences between projected and actual results. Our
forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future events, or otherwise.
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RISK FACTORS
Before purchasing any Notes, you should read careful y this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein, including risk factors discussions in Ford Credit's 2012 Annual Report on Form 10-K and First Quarter 2013
Form 10-Q Report regarding Ford and Ford Credit.
DESCRIPTION OF NOTES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt securities in the
prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this summary. The Notes are part of the debt
securities registered by Ford Credit in March 2012 to be issued on terms to be determined at the time of sale.
We wil issue the Notes under the Indenture, dated as of February 1, 1985, as supplemented, between us and The Bank of New York Mel on, as
successor to Manufacturers Hanover Trust Company, as Trustee (the "Trustee"). The Indenture is summarized in the prospectus beginning on Page 4.
Since the date of the prospectus, Ford Credit has entered into a Ninth Supplemental Indenture dated as of September 18, 2012 to the Indenture,
which was included as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2012. The
Ninth Supplemental Indenture amends Section 10.04 (Limitation on Liens) of the Indenture to al ow Ford Credit or any Restricted Subsidiary of Ford
Credit to pledge col ateral in connection with any Hedging Transaction (as defined in this Ninth Supplemental Indenture).
The Indenture may be supplemented further from time to time.
The Floating Rate Notes
The Floating Rate Notes wil initial y be limited to $500,000,000 aggregate principal amount, wil be unsecured obligations of Ford Credit and wil
mature on May 9, 2016 (the "Floating Rate Maturity Date"). The Floating Rate Notes are not subject to redemption prior to maturity. The Floating Rate
Notes wil be issued in minimum denominations of $200,000 and wil be issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the Floating Rate Notes, issue additional notes having the same ranking
and the same interest rate, maturity and other terms as the Floating Rate Notes. Any such additional notes wil , together with the Floating Rate Notes,
constitute a single series of notes under the Indenture. No additional Floating Rate Notes may be issued if an Event of Default has occurred with
respect to the Floating Rate Notes.
The Floating Rate Notes wil bear interest from the Issue Date at a floating rate determined in the manner provided below, payable on February 9,
May 9, August 9, and November 9 of each year (each such day an "Interest Payment Date"), commencing on August 9, 2013, to the persons in whose
names the Floating Rate Notes were registered at the close of business on the 15th day preceding the respective Interest Payment Date, subject to
certain exceptions. The per annum interest rate on the Floating Rate Notes (the "Floating Interest Rate") in effect for each day of an Interest Period (as
defined below) wil be equal to the Three-Month LIBOR Rate plus 125 basis points (1.25%). The Floating Interest Rate for each Interest Period for the
Floating Rate Notes wil be reset on the 9th day of the months of February, May, August, and November of each year,
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except in the case of the initial Interest Period (as defined below), wil be set on May 9, 2013, (each such date an "Interest Reset Date") until the
principal on the Floating Rate Notes is paid or made available for payment. The applicable interest rate wil be determined two London Business Days
prior to each Interest Reset Date (each such date, an "Interest Determination Date"). If any Interest Reset Date and Interest Payment Date for the
Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Reset Date and Interest Payment Date wil be the next
succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case such Interest Reset Date
and Interest Payment Date wil be the immediately preceding Business Day.
"Interest Period" means the period from and including an Interest Reset Date or, in the case of the initial Interest Period, from the Issue Date to
but excluding the next succeeding Interest Reset Date and, in the case of the last such period, from and including the Interest Reset Date immediately
preceding the Floating Rate Maturity Date to but not including such Floating Rate Maturity Date. If the Floating Rate Maturity Date is not a Business
Day, then the principal amount of the Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding Business Day and no interest
shal accrue for the Floating Rate Maturity Date, or any day thereafter.
The "Three-Month LIBOR Rate" shal mean the rate determined in accordance with the provisions described in the accompanying prospectus for
LIBOR Notes with an Index Maturity of three months.
The amount of interest for each day that the Floating Rate Notes are outstanding (the "Daily Interest Amount") wil be calculated by dividing the
Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of Floating Rate Notes. The amount of interest to
be paid on the Floating Rate Notes for any Interest Period wil be calculated by adding the Daily Interest Amounts for each day in such Interest Period.
The Floating Interest Rate on the Floating Rate Notes wil in no event be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.
The Floating Interest Rate and amount of interest to be paid on the Floating Rate Notes for each Interest Period wil be determined by the
calculation agent. Al calculations made by the calculation agent shall in the absence of manifest error be conclusive for all purposes and binding on
Ford Credit and the holders of the Floating Rate Notes. So long as the Three-Month LIBOR Rate is required to be determined with respect to the
Floating Rate Notes, there wil at al times be a calculation agent. In the event that any then acting calculation agent shal be unable or unwil ing to act,
or that such calculation agent shal fail duly to establish the Three-Month LIBOR Rate for any Interest Period, or that Ford Credit proposes to remove
such calculation agent, Ford Credit shall appoint itself or another person which is a bank, trust company, investment banking firm or other financial
institution to act as the calculation agent.
The Fixed Rate Notes
The Fixed Rate Notes wil initial y be limited to $1,000,000,000 aggregate principal amount, wil be unsecured obligations of Ford Credit and wil
mature on May 9, 2016 (the "Fixed Rate Maturity Date"). The Fixed Rate Notes are not subject to redemption prior to maturity. The Fixed Rate Notes
wil be issued in minimum denominations of $200,000 and wil be issued in integral multiples of $1,000 for higher amounts.
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Ford Credit may, from time to time, without the consent of the holders of the Fixed Rate Notes, issue additional notes having the same ranking
and the same interest rate, maturity and other terms as the Fixed Rate Notes. Any such additional notes wil , together with the Fixed Rate Notes,
constitute a single series of notes under the Indenture. No additional Fixed Rate Notes may be issued if an Event of Default has occurred with respect
to the Fixed Rate Notes.
The Fixed Rate Notes wil bear interest from the Issue Date at the rate of 1.70% per annum. Interest on the Fixed Rate Notes wil be payable on
May 9 and November 9 of each year (each such day a "Fixed Rate Interest Payment Date"), commencing November 9, 2013, to the persons in whose
names the Fixed Rate Notes were registered at the close of business on the 15th day preceding the respective Fixed Rate Interest Payment Date,
subject to certain exceptions.
Interest on the Fixed Rate Notes wil be computed on the basis of a 360-day year comprised of twelve 30-day months.
Book-Entry, Delivery and Form
Each series of the Notes wil be issued in the form of one or more ful y registered Global Notes (the "Global Notes") which wil be deposited with,
or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of Cede & Co., the Depository's
nominee. Notes in definitive form wil not be issued, unless the Depository notifies Ford Credit that it is unwil ing or unable to continue as depository for
the Global Notes and Ford Credit fails to appoint a successor depository within 90 days or unless otherwise determined, at Ford Credit's option.
Beneficial interests in the Global Notes wil be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in the Depository. Al interests in the Global Notes wil be subject to the operations and procedures of the Depository,
Euroclear and Clearstream.
Initial settlement for each series of the Notes wil be made in immediately available funds. Secondary market trading between participants of the
Depository wil occur in the ordinary way in accordance with Depository rules and wil be settled in immediately available funds using the Depository's
Same-Day Funds Settlement System.
UNITED STATES TAXATION
The fol owing is a discussion of the material United States federal income tax and, in the case of a non-United States person, a discussion of
estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you are the beneficial owner of a Note that you
acquire at its original issuance at the issue price and hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion does not apply to you if you are subject to special treatment under the United States federal income
tax law, such as:
·
dealers in securities or currencies;
·
financial institutions or life insurance companies;
·
tax-exempt organizations;
·
S corporations, real estate investment trusts or regulated investment companies;
·
persons holding Notes as part of a hedge, straddle, conversion or other "synthetic security" or integrated transaction;
·
taxpayers subject to the alternative minimum tax;
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·
U.S. holders (as defined below) with a functional currency other than the United States dol ar; 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, al as in effect on the date of this prospectus
supplement, which are subject to change, possibly with retroactive effect, or to different interpretations.
This discussion does not purport to address all of the United States federal income tax consequences that may be applicable to you in
light of your personal investment circumstances or status. Prospective purchasers of Notes should consult their own tax advisors
concerning United States federal income tax consequences of acquiring, owning and disposing of the Notes, as well as any state, local or
foreign tax consequences.
U.S. Holders
This section describes the material United States federal income tax consequences to U.S. holders. You are a "U.S. holder" for purposes of this
discussion if you are, for United States federal income tax purposes:
·
an individual who is a citizen or resident of the United States,
·
a domestic corporation,
·
an estate that is subject to United States federal income taxation without regard to the source of its income, or
·
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more
United States persons have the authority to control al substantial decisions of the trust or (2) a valid election is in effect under applicable
Treasury regulations for the trust to be treated as a United States person.
If a United States partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) is a
beneficial owner of the Notes, the treatment of a partner in the partnership general y wil depend upon the status of the partner and upon the activities
of the partnership. A holder of Notes that is a partnership and partners in such partnership should consult their tax advisors.
Interest. General y, a U.S. holder wil include stated interest on the Notes as ordinary income at the time it is paid or accrued in accordance with
the U.S. holder's method of accounting for United States federal income tax purposes.
Sale or Other Disposition of Notes. Upon the sale or other disposition of a Note, a U.S. holder generally wil recognize gain or loss equal to the
difference between the amount realized on the sale or other disposition, except to the extent such amount is attributable to accrued but unpaid stated
interest, and the holder's tax basis in the Note. Your tax basis in your Note general y wil be your cost of the Note.
Gain or loss so recognized wil be capital gain or loss and wil be long-term capital gain or loss if your holding period in the Note exceeds one year.
Long-term capital gains recognized by non-corporate holders generally wil be subject to a lower tax rate than the rate applicable to ordinary income.
The deductibility of capital losses is subject to limitations.
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Non-United States Persons
This section describes the material United States federal income tax consequences to non-United States persons. Subject to the discussion of
backup withholding below:
(i) payments of principal and interest on a Note that is beneficial y owned by a non-United States person wil not be subject to United
States federal withholding tax; provided, that in the case of interest, (x) (a) the beneficial owner does not actual y or constructively own 10% or
more of the total combined voting power of al classes of stock of Ford Credit entitled to vote, (b) the beneficial owner is not a control ed foreign
corporation that is related, directly or indirectly, to Ford Credit through stock ownership, and (c) either (A) the beneficial owner of the Note
certifies to the person otherwise required to withhold United States federal income tax from such interest, under penalties of perjury, that it is not
a United States person and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a "financial institution") and holds the Note certifies to the person otherwise
required to withhold United States federal income tax from such interest, under penalties of perjury, that such statement has been received from
the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof; (y) the
beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from United States federal withholding tax
and the beneficial owner of the Note or such owner's agent provides an IRS Form W-8BEN claiming the exemption; or (z) the beneficial owner
conducts a trade or business in the United States to which the interest is effectively connected and the beneficial owner of the Note or such
owner's agent provides an IRS Form W-8ECI; provided that in each such case, the relevant certification or IRS Form is delivered pursuant to
applicable procedures and is properly transmitted to the person otherwise required to withhold United States federal income tax, and none of the
persons receiving the relevant certification or IRS Form has actual knowledge that the certification or any statement on the IRS Form is false;
(ii) a non-United States person wil not be subject to United States federal income or withholding tax on any gain realized on the sale,
exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's trade or business in the United States or, in
the case of an individual, the holder is present in the United States for 183 days or more in the taxable year in which the sale, exchange or
redemption occurs and certain other conditions are met; and
(ii ) a Note owned by an individual who at the time of death is not a citizen or resident of the United States wil not be subject to United
States federal estate tax as a result of such individual's death if the individual does not actually or constructively own 10% or more of the total
combined voting power of al classes of stock of Ford Credit entitled to vote and the income on the Note would not have been effectively
connected with a U.S. trade or business of the individual.
If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States partnership wil be required to provide an IRS
Form W-8IMY, and unless it has entered into a withholding agreement with the IRS, to attach an appropriate certification obtained from each of its
partners.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a holder of a Note who is a
non-United States person, although exempt from United States withholding tax, may be subject to United States income tax as if such interest was
earned by a United States person. In addition, if such holder is a non-United States corporation, it
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may be subject to a branch profits tax at a rate of 30% (or such lower rate provided by an applicable income tax treaty) of its annual earnings and
profits that are so effectively connected, subject to specific adjustments.
Backup Withholding and Information Reporting
In general, information reporting requirements wil apply to certain payments of principal and interest made on a Note and the proceeds of the sale
of a Note within the United States to non-corporate holders of the Notes, and "backup withholding" wil apply to such payments if the holder fails to
provide an accurate taxpayer identification number in the manner required or to report all interest and dividends required to be shown on its federal
income tax returns.
Information reporting on IRS Form 1099 and backup withholding wil not apply to payments made by Ford Credit or a paying agent to a non-United
States person on a Note if, in the case of interest, the IRS Form described in clause (y) or (z) in Paragraph (i) under "Income and Withholding Tax" has
been provided under applicable procedures, or, in the case of interest or principal, the certification described in clause (x)(c) in Paragraph (i) under
"Income and Withholding Tax" and a certification that the beneficial owner satisfies certain other conditions have been supplied under applicable
procedures, provided that the payor does not have actual knowledge that the certifications are incorrect.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker wil not be subject to information reporting or
backup withholding, except that if the broker is a United States person, a control ed foreign corporation for United States tax purposes, a foreign person
50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, a foreign
partnership with specific connections to the United States, or a United States branch of a foreign bank or foreign insurance company, information
reporting may apply to such payments. Payments of the proceeds from the sale of a Note to or through the United States office of a broker are subject
to information reporting and backup withholding unless the holder or beneficial owner certifies that it is a non-United States person and that it satisfies
certain other conditions or otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is al owed as a refund or credit against the holder's United States federal income tax, provided the
necessary information is furnished to the Internal Revenue Service.
Interest on a Note that is beneficial y owned by a non-United States person wil be reported annual y on IRS Form 1042-S, which must be filed
with the Internal Revenue Service and furnished to such beneficial owner.
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