Obligation Ford Credit 0% ( US345397YC16 ) en USD

Ford Credit

100 % ⇌

Etas-Unis

US345397YC16 ( en USD )

12/08/2019 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Credit Company US345397YC16 en USD 0%, échue

2 000 USD

300 000 000 USD

345397YC1

N/A

Ford Motor Credit Company (FMC) 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 émise par Ford Credit ( Etas-Unis ) , en USD, avec le code ISIN US345397YC16, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/08/2019

424B2 1 a2229420z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 0 2 7 8 9
Ca lc ula t ion of t he Re gist ra t ion Fe e

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

Offe ring Pric e

Fe e (1 )

Floating Rate Notes due August 12, 2019
$
300,000,000 $
30,210

1.897% Notes due August 12, 2019
$
700,000,000 $
70,490

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d M a rc h 1 6 , 2 0 1 5 )
$ 1 ,0 0 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$ 3 0 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due August 1 2 , 2 0 1 9
$ 7 0 0 ,0 0 0 ,0 0 0 1 .8 9 7 % N ot e s due August 1 2 , 2 0 1 9
The Floating Rate Notes due August 12, 2019 (the "Floating Rate Notes") will bear interest at a floating rate equal to the
Three-Month LIBOR Rate, reset quarterly, plus 83 basis points (0.83%), from August 12, 2016 (the "Settlement Date"). Ford Credit
will pay interest on the Floating Rate Notes quarterly in arrears on the 12th day of February, May, August and November of each
year, beginning on November 12, 2016.
The 1.897% Notes due August 12, 2019 (the "2019 Notes" and, together with the Floating Rate Notes, the "Notes") will bear
interest from August 12, 2016 at a rate of 1.897% per annum. Ford Credit will pay interest on the 2019 Notes, semi-annually in
arrears on February 12 and August 12 of each year, beginning February 12, 2017.
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors" on pa ge S-1 of t his
prospe c t us supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 1 of t he a c c om pa nying
prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Pe r
Floa t ing
Pe r 2 0 1 9

Rate Note
T ot a l

N ot e

T ot a l

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Initial public offering price

100.000% $ 300,000,000

100.000% $ 700,000,000
Underwriting discounts and
commissions

0.250% $
750,000

0.250% $
1,750,000
Proceeds, before expenses, to Ford
Credit

99.750% $ 299,250,000

99.750% $ 698,250,000
Interest on each series of the Notes will accrue from August 12, 2016 and must be paid by the purchasers if the Notes are
delivered to the purchasers after that date. Ford Credit expects that delivery of the Notes will be made to investors on or about
August 12, 2016.
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 12, 2016.
J oint Book -Running M a na ge rs
Cit igroup Cre dit Agric ole CI B Goldm a n, Sa c hs & Co. M orga n St a nle y RBC Ca pit a l M a rk e t s SOCI ET E GEN ERALE
Prospe c t us Supple m e nt da t e d August 8 , 2 0 1 6
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Page
Forward-Looking Statements

S-ii
Risk Factors
S-1
Description of Notes
S-1
United States Taxation
S-3
Underwriting
S-8
Legal Opinions
S-11
Independent Registered Public Accounting Firm
S-12
Prospe c t us

Risk Factors

1
Where You Can Find More Information

1
Information Concerning Ford Credit

2
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

3
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

4
Description of Warrants

19
Plan of Distribution

20
Legal Opinions

21
Experts

21
T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e -w rit ing prospe c t us t ha t w e
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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, 2015 (the "2015 Annual Report on Form 10-K"), and Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations in Ford Credit's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2016 (the "First Quarter 2016 Form 10-Q Report") and June 30, 2016 (the "Second Quarter 2016 Form
10-Q Report"), which are incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-
looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences
between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do
not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.
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RI SK FACT ORS
Before purchasing any Notes, you should read carefully this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein, including risk factors discussions in Ford Credit's 2015 Annual Report on Form 10-K,
First Quarter 2016 Form 10-Q Report and Second Quarter 2016 Form 10-Q Report, for risk factors regarding Ford and Ford
Credit.
DESCRI PT I ON OF N OT ES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt
securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this
summary. The Notes are part of the debt securities registered by Ford Credit in March 2015 to be issued on terms to be
determined at the time of sale.
We will issue the Notes under the Indenture, dated as of March 16, 2015, between us and The Bank of New York Mellon, as
Trustee (the "Trustee"). The Indenture is summarized in the prospectus beginning on Page 4. The Indenture may be supplemented
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from time to time.
T he Floa t ing Ra t e N ot e s
The Floating Rate Notes will initially be limited to $300,000,000 aggregate principal amount, will be unsecured obligations of
Ford Credit and will mature on August 12, 2019 (the "Floating Rate Maturity Date"). The Floating Rate Notes are not subject to
redemption prior to maturity. The Floating Rate Notes will be issued in minimum denominations of $200,000 and will be issued in
integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 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 will, 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 will bear interest from the Settlement Date at a floating rate determined in the manner provided
below, payable on February 12, May 12, August 12 and November 12 of each year (each such day a "Floating Rate Interest
Payment Date"), commencing on November 12, 2016, to the persons in whose names the Floating Rate Notes were registered at
the close of business on the 15th day preceding the respective Floating Rate 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 a Interest Period (as
defined below) will be equal to the Three-Month LIBOR Rate plus 83 basis points (0.83%). The Floating Interest Rate for the initial
Interest Period will be determined on August 10, 2016. The Floating Interest Rate for each Interest Period after the initial Interest
Period for the Floating Rate Notes will be reset on the 12th day of the months of February, May, August and November of each
year, commencing November 12, 2016, (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 will be determined two London Business Days prior to each
Interest Reset Date (each such date, a "Interest Determination Date"). If any Interest Reset Date and Floating Rate Interest
Payment Date for the Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Reset Date and
Floating Rate Interest Payment Date will be the next succeeding Business Day, unless the next succeeding Business Day is in the
next succeeding calendar month, in which case such Interest
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Reset Date and Floating Rate Interest Payment Date will be the immediately preceding Business Day.
"Interest Period" means the period from and including a Interest Reset Date or, in the case of the initial Interest Period, from
the Settlement 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 Floating Rate Notes plus
accrued and unpaid interest thereon shall be paid on the next succeeding Business Day and no interest shall accrue for the
Floating Rate Maturity Date, or any day thereafter.
The "Three-Month LIBOR Rate" shall 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") will 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 will be calculated by
adding the Daily Interest Amounts for each day in such Interest Period.
The Floating Interest Rate on the Floating Rate Notes will 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. In no event will the Floating Interest Rate
be less than 0.0%.
The Floating Interest Rate and amount of interest to be paid on the Floating Rate Notes for each Interest Period will be
determined by the calculation agent. All 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 will at all times be a calculation agent. In
the event that any then acting calculation agent shall be unable or unwilling to act, or that such calculation agent shall fail duly to
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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.
T he 2 0 1 9 N ot e s
The 2019 Notes will initially be limited to $700,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on August 12, 2019. The 2019 Notes are not subject to redemption prior to maturity. The 2019 Notes will be
issued in minimum denominations of $200,000 and will be issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 2019 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2019 Notes. Any such additional notes will, together with
the 2019 Notes, constitute a single series of notes under the Indenture. No additional 2019 Notes may be issued if an Event of
Default has occurred with respect to the 2019 Notes.
The 2019 Notes will bear interest from August 12, 2016 at the rate of 1.897% per annum. Interest on the 2019 Notes will be
payable on February 12 and August 12 of each year (each such
S-2
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day a "2019 Notes Interest Payment Date"), commencing February 12, 2017, to the persons in whose names the 2019 Notes were
registered at the close of business on the 15th day preceding the respective 2019 Notes Interest Payment Date, subject to certain
exceptions.
Interest on the 2019 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Book -Ent ry, De live ry a nd Form
Each series of the Notes will be issued in the form of one or more fully registered Global Notes (the "Global Notes") which will
be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the
name of Cede & Co., the Depository's nominee. Notes in definitive form will not be issued, unless the Depository notifies Ford
Credit that it is unwilling or unable to continue as depository for the Global Notes and Ford Credit fails to appoint a successor
depository within 90 days or unless otherwise determined, at Ford Credit's option. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depository. All interests in the Global Notes will be subject to the operations and procedures of the Depository,
Euroclear and Clearstream.
Initial settlement for each series of the Notes will be made in immediately available funds. Secondary market trading between
participants of the Depository will occur in the ordinary way in accordance with Depository rules and will be settled in immediately
available funds using the Depository's Same-Day Funds Settlement System.
U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person,
United States federal estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you
are the beneficial owner of a Note that you acquire at its original issuance at the issue price indicated on the cover page of this
prospectus supplement and you hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion does not apply to holders that are subject to special treatment under the United
States federal income tax law, such as:
·
dealers in securities or currencies;
·
financial institutions or life insurance companies;
·
tax-exempt organizations;
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·
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
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Revenue Service (the "IRS") and judicial decisions, all as of the date of this prospectus supplement, and all of which are subject to
change, possibly with retroactive effect, or to different interpretations.
This discussion does not purport to address all of the United States federal income tax consequences that may be
applicable to you in light of your personal investment circumstances or status, including the Medicare tax on net
investment income. Prospective purchasers of Notes should consult their own tax advisors concerning United States
federal income tax consequences of acquiring, owning and disposing of the Notes, as well as any state, local or foreign
tax consequences.
U .S. H olde rs
This section describes the material United States federal income tax consequences to U.S. holders. You are a "U.S. holder"
for purposes of this discussion if you are, for United States federal income tax purposes:
·
an individual who is a citizen or resident of the United States;
·
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the District of Columbia;
·
an estate that is subject to United States federal income taxation without regard to the source of its income; or
·
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid
election is in effect under applicable Treasury regulations for the trust to be treated as a United States person.
If a United States partnership (including for this purpose any entity or arrangement treated as a partnership for United States
federal income tax purposes) is a beneficial owner of the Notes, the treatment of a partner in the partnership generally will depend
upon the status of the partner and upon the activities of the partnership. A holder of Notes that is a partnership and partners in
such partnership should consult their tax advisors.
Interest. Generally, a U.S. holder will include stated interest on the Notes as ordinary income at the time it is paid or
accrued in accordance with the U.S. holder's method of accounting for United States federal income tax purposes.
Sale or Other Disposition of Notes. Upon the sale or other taxable disposition of a Note, a U.S. holder generally will
recognize gain or loss equal to the difference between the amount realized on the sale or other disposition, except to the extent
such amount is attributable to accrued but unpaid stated interest (which will be treated as interest as described above), and the
holder's tax basis in the Note. Your tax basis in your Note generally will be your cost of the Note.
Gain or loss so recognized will be capital gain or loss and will be long-term capital gain or loss if your holding period in the
Note exceeds one year. Long-term capital gains recognized by non-corporate holders generally will be subject to a lower tax rate
than the rate applicable to ordinary income. The deductibility of capital losses is subject to limitations.
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N on -U nit e d St a t e s H olde rs
This section describes the material United States federal income and estate tax consequences to non-United States persons.
For purposes of this discussion, a non-United States person is a beneficial owner of a Note that is neither a U.S. holder nor an
entity or arrangement that is treated as a partnership for United States federal income tax purposes. Subject to the discussions of
backup withholding and FATCA below:
(i) payments of principal and interest on a Note that is beneficially owned by a non-United States person will not be
subject to the 30% United States federal withholding tax; provided, that in the case of interest, (x) (a) the beneficial owner
does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor
Company entitled to vote, (b) the beneficial owner is not a controlled foreign corporation that is related, directly or indirectly,
to Ford Motor Company through stock ownership, and (c) either (I) the beneficial owner of the Note provides a properly
completed IRS Form W-8BEN or W-8BEN-E to the person otherwise required to withhold United States federal income tax
from such interest certifying, under penalties of perjury, that, among other things, it is not a United States person and
provides its name and address or (II) a securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a "financial institution"), and holds the Note on behalf of
a non-United States person, certifies to the person otherwise required to withhold United States federal income tax from such
interest, under penalties of perjury, that the certification described above in clause (I) has been received from the beneficial
owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof;
(y) the beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from United
States federal withholding tax and the beneficial owner of the Note or such owner's agent provides a properly completed IRS
Form W-8BEN or W-8BEN-E claiming the exemption; or (z) the beneficial owner conducts a trade or business in the United
States to which the interest is effectively connected and the beneficial owner of the Note or such owner's agent provides a
properly completed IRS Form W-8ECI; provided that in each such case, the relevant certification or IRS Form is delivered
pursuant to applicable procedures and is properly transmitted to the person otherwise required to withhold United States
federal income tax, and none of the persons receiving the relevant certification or IRS Form has actual knowledge that the
certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States federal income or withholding tax on any gain
realized on the sale, exchange or redemption of a Note unless the gain is effectively connected with the beneficial owner's
trade or business in the United States or, in the case of an individual, the holder is present in the United States for
183 days or more in the taxable year in which the sale, exchange or redemption occurs and certain other conditions are
met; and
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be
subject to United States federal estate tax as a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all classes of stock of Ford Motor Company entitled to
vote and the income on the Note would not have been effectively connected with a U.S. trade or business of the individual.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a holder of a
Note who is a non-United States person (and, if an applicable tax treaty so requires, is attributable to a permanent establishment in
the United States of such holder),
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although exempt from United States withholding tax (provided the non-United States person provides the appropriate certification),
generally will be subject to United States income tax in the same manner as if such interest was earned by a U.S. holder. In
addition, if such holder is a non-United States corporation, it may be subject to a branch profits tax at a rate of 30% (or such lower
rate provided by an applicable income tax treaty) of its annual earnings and profits that are so effectively connected, subject to
specific adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
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In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the
proceeds of the sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding"
generally will apply to such payments if the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-
9) in the manner required or to report all interest and dividends required to be shown on its United States federal income tax
returns.
Information reporting on IRS Form 1099 and backup withholding generally will not apply to payments made by Ford Credit or
a paying agent to a non-United States person on a Note if a properly completed certification of foreign status on an appropriate IRS
Form W-8 is provided to Ford Credit or its paying agent, as described above.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker generally will not be subject
to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation
for United States tax purposes, a foreign person 50% or more of whose gross income is effectively connected with a United States
trade or business for a specified three-year period, a foreign partnership with specific connections to the United States, or a United
States branch of a foreign bank or foreign insurance company, information reporting may apply to such payments. Payments of the
proceeds from the sale of a Note to or through the United States office of a broker are subject to information reporting and backup
withholding unless the holder or beneficial owner properly certifies that it is a non-United States person and that it satisfies certain
other conditions or otherwise establishes an exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal
income tax, provided the necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S,
which must be filed with the Internal Revenue Service and furnished to such beneficial owner. Copies of information returns may
be provided to tax authorities in a beneficial owner's country of residence pursuant to a treaty or other agreement.
FAT CA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act ("FATCA") on certain types of payments
made to certain foreign financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on payments of interest on, and payments of gross proceeds from the
sale or other disposition of, Notes made to a "foreign financial institution" or a "non-financial foreign entity" (in each case, as
defined in the Code), regardless of whether such foreign institution or entity is a beneficial owner or an intermediary, unless (1) in
the
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case of a foreign financial institution, the foreign financial institution undertakes certain diligence and reporting obligations, (2) in the
case of a non-financial foreign entity, the non-financial foreign entity either certifies it does not have any "substantial United States
owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner and satisfies
certain other requirements or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption
from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements described in
clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it
undertake to identify accounts held by certain "U.S. persons" or "U.S.-owned foreign entities" (in each case, as defined in the
Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign
financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing FATCA may be subject to different rules. Withholding under FATCA
generally will apply to payments of interest on a Note regardless of when they are made. However, under the applicable Treasury
Regulations and IRS guidance, withholding under FATCA generally will only apply to payments of gross proceeds from the sale or
other disposition of a note on or after January 1, 2019.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
under FATCA.
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Table of Contents
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 March 24, 2015 and related Pricing Agreement dated August 8, 2016. Citigroup Global Markets Inc., Credit Agricole
Securities (USA) Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SG Americas Securities,
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
Floa t ing Ra t e N ot e s
Citigroup Global Markets Inc.
$
45,500,000
Credit Agricole Securities (USA) Inc.
$
45,500,000
Goldman, Sachs & Co
$
45,500,000
Morgan Stanley & Co. LLC
$
45,500,000
RBC Capital Markets, LLC
$
45,500,000
SG Americas Securities, LLC
$
45,500,000
BNY Mellon Capital Markets, LLC
$
9,000,000
Scotia Capital (USA) Inc.
$
9,000,000
U.S. Bancorp Investments, Inc.
$
9,000,000
?
?
?
?
?
Total
$
300,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?

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

2 0 1 9 N ot e s

Citigroup Global Markets Inc.
$
106,167,000
Credit Agricole Securities (USA) Inc.
$
106,167,000
Goldman, Sachs & Co
$
106,167,000
Morgan Stanley & Co. LLC
$
106,167,000
RBC Capital Markets, LLC
$
106,166,000
SG Americas Securities, LLC
$
106,166,000
BNY Mellon Capital Markets, LLC
$
21,000,000
Scotia Capital (USA) Inc.
$
21,000,000
U.S. Bancorp Investments, Inc.
$
21,000,000
?
?
?
?
?
Total
$
700,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if the Underwriters take
any of the Notes of a series, then they are obligated to take and pay for all of the Notes of that series.
The Underwriters have advised Ford Credit that they propose initially to offer the Notes directly to purchasers at the
respective initial public offering price set forth on the cover page of this prospectus supplement, and may offer the Notes to certain
securities dealers at such price less a concession not in excess of 0.15% of the initial public offering price of the 2019 Notes, and
not in excess of 0.15% of the initial public offering price of the Floating Rate Notes. The Underwriters may allow, and such dealers
may reallow, a concession not in excess of 0.10% of the initial public offering price of the 2019 Notes, and not in excess of 0.10%
of the initial public offering price of the Floating Rate Notes to certain other dealers. After each series of the Notes is released for
sale to the public, the offering price and other selling terms with respect to the Notes may from time to time be varied by the
Underwriters.
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Table of Contents
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
https://www.sec.gov/Archives/edgar/data/38009/000104746916014843/a2229420z424b2.htm[8/9/2016 3:07:27 PM]

or through U.S.-registered broker-dealers.
Each series of the Notes is a new issue of securities with no established trading market. Ford Credit has been advised by the
Underwriters that they intend to make a market in each series of the Notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for
either series of the Notes.
In connection with the offering, the Underwriters in the United States may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes. Specifically, the Underwriters may over-allot in connection with the offering, creating a short
position with respect to either series of the Notes. In addition, the Underwriters may bid for, and purchase, Notes in the open
market to cover any short position or to stabilize the price of the Notes. Any of these activities may stabilize or maintain the market
price of either series of the Notes above independent market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.
In connection with the offering of the Notes, the Underwriters (or persons acting on their behalf) may over-allot either series of
the Notes or effect transactions with a view to supporting the market price of either series of the Notes 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 offices 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 August 12, 2016, which will be the
fourth business day following the date of pricing of the Notes (such settlement cycle being referred to herein as "T+4"). Under
Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in three 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+4, 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.
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Table of Contents
Europe a n Ec onom ic Are a
In relation to each Member State of the European Economic Area, each Underwriter has represented and agreed that with
effect from and including the date on which the Prospectus Directive was implemented in that Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by
this prospectus supplement to the public in that Member State, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of such Notes to the public in that Member State:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the Underwriters; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
https://www.sec.gov/Archives/edgar/data/38009/000104746916014843/a2229420z424b2.htm[8/9/2016 3:07:27 PM]

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