Obligation Ford Credit LLC 5.875% ( US345397VU41 ) en USD

Ford Credit LLC

100 % ▼

Etas-Unis

US345397VU41 ( en USD )

5.875% par an ( paiement semestriel )

01/08/2021 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Credit Co. LLC US345397VU41 en USD 5.875%, échue

1 000 USD

2 000 000 000 USD

345397VU4

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

Ford Motor Credit Company LLC est une filiale de Ford Motor Company qui fournit des services de financement automobile, notamment des prêts et des locations aux consommateurs et aux concessionnaires Ford.

L'obligation Ford Motor Credit Co. LLC (ISIN: US345397VU41, CUSIP: 345397VU4), émise aux États-Unis pour un montant total de 2 000 000 000 USD, avec un taux d'intérêt de 5,875 %, une taille minimale d'achat de 1 000 USD, une maturité le 01/08/2021 et une fréquence de paiement semestrielle, notée BB+ par S&P et Ba2 par Moody's, a atteint sa maturité et a été remboursée à 100 %.

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
424B2 1 f50602be424b2.htm 424B2
1 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

Calculation of the Registration Fee

Amount of

Maximum Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)
5.875% Notes due August 2, 2021
$1,000,000,000
$116,100

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-159107

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 11, 2009)

5.875% Notes due August 2, 2021

The Notes wil bear interest from August 1, 2011 at the rate of 5.875% per annum. Ford Credit wil pay
interest on the Notes semi-annual y in arrears on February 2 and August 2 of each year, beginning February 2,
2012.

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 Note

Total
Initial public offering price

100.00%
$1,000,000,000
Underwriting discounts and commissions

0.90%
$
9,000,000
Proceeds, before expenses, to Ford Credit

99.10%
$ 991,000,000

Interest on the Notes wil accrue from August 1, 2011 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 August 1, 2011.

Joint Book-Running Managers

Barclays Capital

Goldman, Sachs & Co.
HSBC
RBS

Co-Managers

BNP PARIBAS
Credit Agricole CIB
Ramirez & Co., Inc.
Wells Fargo Securities

Prospectus Supplement dated July 27, 2011
2 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...

TABLE OF CONTENTS

Prospectus Supplement

Pag e
Forward-Looking Statements
S-ii
Risk Factors
S-1
Description of Notes
S-1
Recent Developments
S-2
United States Taxation
S-2
Underwriting
S-6
Legal Opinions
S-8
Independent Registered Public Accounting Firm
S-8

Prospectus
Risk Factors
1
Where You Can Find More Information

1
Information Concerning Ford Credit

1
Ratio of Earnings to Fixed Charges

3
Use of Proceeds
3
Prospectus
3
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

4
Description of Warrants
20
Plan of Distribution
22
Legal Opinions
22
Independent Registered Public Accounting Firm
22

You should rely only on the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus. No one is authorized to provide you
with different information.

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.
S-i
3 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

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. 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 material y 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, 2010 (the "2010 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, 2011 ("First Quarter 2011 Form 10-Q Report"), which are incorporated herein by reference.

We cannot be certain that any expectations, forecasts or assumptions made by management in
preparing these forward-looking statements 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.
S-ii
4 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

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 2010 Annual Report on Form 10-K and First Quarter 2011 Form 10-Q
Report for risk factors 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 May 2009 to be issued on terms to be determined at the time of sale.

The 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 August 2, 2021. The Notes are not subject to redemption
prior to maturity. The 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 Notes, issue additional
notes having the same ranking and the same interest rate, maturity and other terms as the Notes. Any
such additional notes wil , together with the Notes, constitute a single series of notes under the
Indenture. No additional Notes may be issued if an Event of Default has occurred with respect to the
Notes.

The Notes wil bear interest from August 1, 2011 at the rate of 5.875% per annum. Interest on the
Notes wil be payable on February 2 and August 2 of each year (each such day an "Interest Payment
Date"), commencing February 2, 2012, to the persons in whose names the Notes were registered at the
close of business on the 15th day preceding the Interest Payment Date, subject to certain exceptions.

Interest on the Notes wil be computed on the basis of a 360-day year comprised of twelve 30-day
months.

Book-Entry, Delivery and Form

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.

Initial settlement for 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.
S-1
5 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

RECENT DEVELOPMENTS

Ford Motor Credit Company reported net income of $383 mil ion in the second quarter of 2011, a
decrease of $173 mil ion from a year earlier. On a pre-tax basis, Ford Credit earned $604 mil ion in the
second quarter, compared with $888 mil ion in the previous year. The decrease in pre-tax earnings
reflects primarily lower credit loss reserve reductions and the non-recurrence of lower lease depreciation
expense of the same magnitude as 2010.

UNITED STATES TAXATION

The fol owing discussion of the material United States federal income tax and, in the case of a
non-United States person, estate tax consequences of the acquisition, ownership and disposition of
a Note is the opinion of Shearman & Sterling LLP, special tax counsel to Ford Credit, and counsel for the
Underwriters. 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;

· 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, all 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,
S-2
6 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

· 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 all
substantial decisions of the trust or (2) a valid election is in effect under applicable Treasury
regulations for the trust to be treated as a United States person.

If a United States partnership (including for this purpose any entity treated as a partnership for
United States federal income tax purposes) is a beneficial owner of the Notes, the treatment of a partner
in the partnership generally 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
general y 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 general y wil be subject to a lower tax rate than the rate applicable to ordinary income. The
deductibility of capital losses is subject to limitations.

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
S-3
7 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents
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;

(i ) 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

(i i) 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 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 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 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 al 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
S-4
8 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents
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 annually
on IRS Form 1042-S, which must be filed with the Internal Revenue Service and furnished to such
beneficial owner.
S-5
9 of 48
7/28/2011 4:23 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012311069509/f...
Table of Contents

UNDERWRITING

Ford Credit is selling the Notes to the Underwriters named below under an Underwriting Agreement
dated July 27, 2011 and a related Pricing Agreement dated July 27, 2011. Barclays Capital Inc.,
Goldman, Sachs & Co., HSBC Securities (USA) Inc. and RBS Securities Inc. are acting as
representatives of the Underwriters. The Underwriters and the amount of Notes each has agreed to
several y purchase from Ford Credit are as fol ows:

Principal Amount
Underwriter

of Notes

Barclays Capital Inc.

$ 212,500,000
Goldman, Sachs & Co.

212,500,000
HSBC Securities (USA) Inc.

212,500,000
RBS Securities Inc.

212,500,000
BNP Paribas Securities Corp.

46,667,000
Credit Agricole Securities (USA) Inc.

46,667,000
Wel s Fargo Securities, LLC

46,666,000
Samuel A. Ramirez & Company, Inc.

10,000,000

Total
$1,000,000,000

Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if
the Underwriters take any of the Notes, then they are obligated to take and pay for al of the Notes.

The Underwriters have advised Ford Credit that they propose initial y to offer the Notes directly to
purchasers at the initial public offering price set forth on the cover page of this prospectus supplement,
and may offer the Notes to certain securities dealers at such price less a concession not in excess of
0.54% of the initial public offering price of the Notes. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of 0.25% of the initial public offering price of the Notes to certain
other dealers. After the Notes are released for sale to the public, the offering price and other sel ing
terms with respect to the Notes may from time to time be varied by the Underwriters.

The Notes are 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 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 may engage in transactions that stabilize, maintain
or otherwise affect the price of the Notes. Specifically, the Underwriters may over-al ot 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.

No Public Offering Outside the United States

No action has been or wil 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.
S-6
10 of 48
7/28/2011 4:23 PM