Obligation Ford Motor Co 5.085% ( US345397ZK23 ) en USD

Ford Motor Co

100.08 % ▼

Etats-unis

US345397ZK23 ( en USD )

5.085% par an ( paiement semestriel )

06/01/2021 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Co US345397ZK23 en USD 5.085%, échue

200 000 USD

675 000 000 USD

345397ZK2

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345397ZK23, paye un coupon de 5.085% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/01/2021

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345397ZK23, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345397ZK23, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 3 6 3 9
Ca lc ula t ion of t he Re gist ra t ion Fe e

M a x im um
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 January 7, 2021

$325,000,000
$39,390

5.085% Notes due January 7, 2021

$675,000,000
$81,810

Floating Rate Notes due January 7, 2022

$350,000,000
$42,420

5.596% Notes due January 7, 2022
$1,400,000,000
$169,680

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d M a rc h 1 4 , 2 0 1 8 )
$ 2 ,7 5 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
$ 3 2 5 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due J a nua ry 7 , 2 0 2 1
$ 6 7 5 ,0 0 0 ,0 0 0 5 .0 8 5 % N ot e s due J a nua ry 7 , 2 0 2 1
$ 3 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due J a nua ry 7 , 2 0 2 2
$ 1 ,4 0 0 ,0 0 0 ,0 0 0 5 .5 9 6 % N ot e s due J a nua ry 7 , 2 0 2 2
The Floating Rate Notes due January 7, 2021 (the "2021 Floating Rate Notes") will bear interest at a floating rate equal to the Three-Month LIBOR
Rate, reset quarterly, plus 255 basis points (2.55%), from January 7, 2019 (the "Settlement Date"). Ford Credit will pay interest on the 2021 Floating Rate
Notes quarterly in arrears on the 7th day of January, April, July, and October of each year, beginning on April 7, 2019.
The 5.085% Notes due January 7, 2021 (the "2021 Notes") will bear interest from January 7, 2019 at a rate of 5.085% per annum. Ford Credit will pay
interest on the 2021 Notes semi-annually in arrears on January 7 and July 7 of each year, beginning July 7, 2019.
The Floating Rate Notes due January 7, 2022 (the "2022 Floating Rate Notes") will bear interest at a floating rate equal to the Three-Month LIBOR
Rate, reset quarterly, plus 314 basis points (3.14%), from January 7, 2019. Ford Credit will pay interest on the 2022 Floating Rate Notes quarterly in arrears
on the 7th day of January, April, July, and October of each year, beginning on April 7, 2019.
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The 5.596% Notes due January 7, 2022 (the "2022 Notes" and, together with the 2021 Floating Rate Notes, the 2021 Notes, and the 2022 Floating
Rate Notes, the "Notes") will bear interest from January 7, 2019 at a rate of 5.596% per annum. Ford Credit will pay interest on the 2022 Notes semi-
annually in arrears on January 7 and July 7 of each year, beginning July 7, 2019.
The Notes are not redeemable prior to maturity. See "Description of Notes" in this prospectus supplement.
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors " on pa ge S -1 of t his
prospe c t us supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 1 of t he a c c om pa nying
prospe c t us.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.
Pe r
2 0 2 2
Pe r 2 0 2 1
Pe r
Floa t ing
Pe r
Floa t ing
2 0 2 1
Ra t e
2 0 2 2

Ra t e N ot e
T ot a l

N ot e

T ot a l

N ot e

T ot a l

N ot e

T ot a l

Initial public offering price

100.000% $325,000,000 100.000% $675,000,000 100.000% $350,000,000 100.000% $1,400,000,000
Underwriting discounts and
commissions

0.150% $
487,000
0.150% $
1,012,500
0.250% $
875,000
0.250% $
3,500,000
Proceeds, before expenses, to
Ford Credit

99.850% $324,512,500 99.850% $673,987,500
99.750% $349,125,000 99.750% $1,396,500,000
Interest on each series of the Notes will accrue from January 7, 2019 and must be paid by the purchasers if the Notes are delivered to the purchasers
after that date. Ford Credit expects that delivery of the Notes will be made to investors on or about January 7, 2019.
We expect that delivery of the Notes will be made to underwriters in book-entry form through The Depository Trust Company ("DTC") for the benefit of
its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), on or about January 7, 2019.
BN P PARI BAS

De ut sc he Ba nk Se c urit ie s
M izuho Se c urit ie s

M orga n St a nle y

Goldm a n Sa c hs & Co. LLC

N a t We st M a rk e t s

RBC Ca pit a l M a rk e t s
Prospe c t us Supple m e nt da t e d J a nua ry 3 , 2 0 1 9
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Page
Forward-Looking Statements

S-ii
Risk Factors

S-1
Description of Notes

S-1
United States Taxation

S-8
Underwriting
S-12
Legal Opinions
S-15
Independent Registered Public Accounting Firm
S-15
Prospe c t us

Risk Factors
1
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Where You Can Find More Information

1
Information Concerning Ford Credit

2
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

4
Prospectus

4
Prospectus Supplement or Term Sheet

4
Description of Debt Securities

5
Description of Warrants

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
pre pa re or a ut horize c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n
m a k ing your inve st m e nt de c ision. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny pe rson t o
provide a ny inform a t ion or re pre se nt a nyt hing a bout us ot he r t ha n w ha t is c ont a ine d or inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us
pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We t a k e no re sponsibilit y for, a nd c a n
provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y give you.
T he N ot e s a re not be ing offe re d in a ny jurisdic t ion w he re t he offe r is not pe rm it t e d.
Y ou should not a ssum e t ha t t he inform a t ion in t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front of t he doc um e nt s.
S-i
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts and
assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to
differ materially from those stated, including, without limitation, those set forth in "Item 1A -- Risk Factors" and "Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of Operations" of Ford Credit's Annual Report on
Form 10-K for the year ended December 31, 2017 (the "2017 Annual Report on Form 10-K"), and Part 1. "Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Ford Credit's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2018 (the "First Quarter 10-Q Report"), June 30, 2018 (the "Second Quarter 10-Q Report"), and
September 30, 2018 (the "Third Quarter 10-Q Report"), which are incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-
looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences
between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do
not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.
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RI SK FACT ORS
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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 2017 Annual Report on Form 10-K,
First Quarter 10-Q Report, Second Quarter 10-Q Report, and Third Quarter 10-Q Report, for risk factors regarding Ford and Ford
Credit.
U nc e rt a int y a bout t he fut ure of LI BOR a nd t he pot e nt ia l disc ont inua nc e of LI BOR c ould a dve rse ly
a ffe c t t he m a rk e t va lue of t he N ot e s a nd/or lim it your a bilit y t o re se ll t he m .
The chief executive of the United Kingdom Financial Conduct Authority, or the "FCA", which regulates LIBOR, announced in
July 2017 that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unknown
whether any banks will continue to voluntarily submit rates for the calculation of LIBOR after 2021 or whether LIBOR will continue
to be published by its administrator based on these submissions or on any basis. It is not possible to predict the effect of these
changes, other reforms or the establishment of alternative reference rates in the United States, United Kingdom, or elsewhere. The
resulting uncertainly could adversely affect the market value of Notes and/or limit your ability to resell them.
The Floating Rate Notes will accrue interest based on the Three-Month LIBOR Rate (as defined herein) plus a spread. If the
Three-Month LIBOR Rate has not been discontinued, that rate will be used as the benchmark rate for the Floating Rate Notes,
although we cannot provide any assurance that the rate will be representative of market interest rates or consistent with previously
published Three-Month LIBOR Rates. If the Three-Month LIBOR Rate is discontinued, the rate of interest on the Floating Rate
Notes will be determined using the alternative methods stated in "Description of the Notes--the Floating Rate Notes" herein and
"Description of the Debt Securities--Interest--LIBOR Notes" in the prospectus. We can give no assurance that an Alternative Rate
(as defined herein) will be identified. Any Alternative Rate may result in lower interest payments or interest payments that do not
otherwise correlate over time with payments that would have been made if the Three-Month LIBOR Rate were available in its
current form. If the Three-Month LIBOR Rate is discontinued, and no Alternative Rate can be determined, the rate of interest on
the Floating Rate Notes for an interest period will be the same as the immediately preceding interest period, and could remain the
rate for the remaining life of the Floating Rate Notes.
DESCRI PT I ON OF N OT ES
This description of the terms of the Notes adds information to the description of the general terms and provisions of debt
securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely on this
summary. The Notes are part of the debt securities registered by Ford Credit in March 2018 to be issued on terms to be
determined at the time of sale.
We will issue the Notes under the Indenture, dated as of March 16, 2015, between us and The Bank of New York Mellon, as
Trustee (the "Trustee"). The Indenture is summarized in the prospectus beginning on Page 5. The Indenture may be supplemented
from time to time.
T he 2 0 2 1 Floa t ing Ra t e N ot e s
The 2021 Floating Rate Notes will initially be limited to $325,000,000 aggregate principal amount, will be unsecured
obligations of Ford Credit and will mature on January 7, 2021 (the "2021 Floating Rate Maturity Date"). The Floating Rate Notes
are not subject to redemption prior to
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maturity. The 2021 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. The 2021 Floating Rate Notes are not redeemable prior to maturity.
Ford Credit may, from time to time, without the consent of the holders of the 2021 Floating Rate Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as the 2021 Floating Rate Notes. Any such
additional notes will, together with the 2021 Floating Rate Notes, constitute a single series of notes under the Indenture. No
additional 2021 Floating Rate Notes may be issued if an Event of Default has occurred with respect to the 2021 Floating Rate
Notes.
The 2021 Floating Rate Notes will bear interest from the Settlement Date at a floating rate determined in the manner provided
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below, payable on January 7, April 7, July 7, and October 7 of each year (each such day a "2021 Floating Rate Interest Payment
Date"), commencing on April 7, 2019, to the persons in whose names the 2021 Floating Rate Notes were registered at the close of
business on the 15th day preceding the respective 2021 Floating Rate Interest Payment Date, subject to certain exceptions. The
per annum interest rate on the 2021 Floating Rate Notes (the "2021 Floating Interest Rate") in effect for each day of a 2021
Interest Period (as defined below) will be equal to the Three-Month LIBOR Rate plus 255 basis points (2.55%). The 2021 Floating
Interest Rate for the initial 2021 Interest Period will be 5.345%. The 2021 Floating Interest Rate for each 2021 Interest Period after
the initial 2021 Interest Period for the 2021 Floating Rate Notes will be reset on the 7th day of the months of January, April, July,
and October of each year, commencing April 7, 2019, (each such date a "2021 Interest Reset Date") until the principal on the 2021
Floating Rate Notes is paid or made available for payment. The applicable interest rate will be determined two London Business
Days prior to each 2021 Interest Reset Date (each such date a "2021 Interest Determination Date"). If any 2021 Interest Reset
Date and 2021 Floating Rate Interest Payment Date for the 2021 Floating Rate Notes would otherwise be a day that is not a
Business Day, such 2021 Interest Reset Date and 2021 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 2021 Interest Reset
Date and 2021 Floating Rate Interest Payment Date will be the immediately preceding Business Day.
"2021 Interest Period" means the period from and including a 2021 Interest Reset Date or, in the case of the initial 2021
Interest Period, from the Settlement Date, to but excluding the next succeeding 2021 Interest Reset Date and, in the case of the
last such period, from and including the 2021 Interest Reset Date immediately preceding the 2021 Floating Rate Maturity Date to
but not including such 2021 Floating Rate Maturity Date. If the 2021 Floating Rate Maturity Date is not a Business Day, then the
principal amount of the 2021 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 2021 Floating Rate Maturity Date, or any day thereafter.
The "Three-Month LIBOR Rate" shall mean the rate determined in accordance with the provisions described herein and the
accompanying prospectus for LIBOR Notes with an Index Maturity of three months.
The amount of interest for each day that the 2021 Floating Rate Notes are outstanding (the "2021 Daily Interest Amount") will
be calculated by dividing the 2021 Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal
amount of 2021 Floating Rate Notes. The amount of interest to be paid on the 2021 Floating Rate Notes for any 2021 Interest
Period will be calculated by adding the Daily Interest Amounts for each day in such 2021 Interest Period.
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The 2021 Floating Interest Rate on the 2021 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 2021 Floating
Interest Rate be less than 0.0%.
The 2021 Floating Interest Rate and amount of interest to be paid on the 2021 Floating Rate Notes for each 2021 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 2021 Floating Rate Notes. So long as the
Three-Month LIBOR Rate is required to be determined with respect to the 2021 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 establish the Three-Month LIBOR Rate for any 2021 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 "LIBOR" for any 2021 Interest Determination Date is the rate for deposits in the LIBOR Currency having the Index
Maturity specified herein as such rate is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on
such service or any successor service nominated by ICE Benchmark Administration Ltd. for the purpose of displaying the London
interbank rates of major banks for the designated LIBOR Currency) ("Reuters Page LIBOR01") (or Bloomberg L.P.'s page "BBAM"
or any other page as may replace such page on such service, any successor service or such other service as may be nominated
as the information vendor for the purpose of displaying rates or prices comparable to LIBOR for U.S. dollar deposits) as of
11:00 a.m., London time, on such LIBOR Interest Determination Date.
The following procedure will be followed if LIBOR cannot be determined as described above:
The calculation agent shall request the principal London offices of each of four major reference banks in the London
interbank market, as selected by the calculation agent in consultation with Ford Credit to provide the calculation agent
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with its offered quotation for deposits in the designated LIBOR Currency for the period of the Index Maturity specified
herein commencing on the related 2021 Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in the designated LIBOR Currency in such market at such time. If at least two
such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean
calculated by the calculation agent of such quotations. If fewer than two such quotations are so provided, then LIBOR
on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation agent of the
rates quoted at approximately 11:00 a.m., in the City of New York), on such LIBOR Interest Determination Date by
three major banks (which may include affiliates of the Underwriters) in the City of New York selected by the
calculation agent in consultation with Ford Credit for loans in the designated LIBOR Currency to leading European
banks, having the Index Maturity specified herein and in a principal amount that is representative for a single
transaction in the designated LIBOR Currency in such market at such time.
Notwithstanding the foregoing, if we determine that the Three-Month LIBOR Rate has been permanently discontinued,
the calculation agent, as directed by us, will use, as a substitute for the Three-Month LIBOR Rate and for each future
2021 Interest Determination Date, the alternative reference rate selected by a central bank, reserve bank, monetary
authority or any similar institution (including any committee or working group thereof) that is consistent with accepted
market practice (the "Alternative Rate"). As part of such substitution, the calculation agent will, as directed by us,
make such adjustments ("Adjustments") to the
S-3
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Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and
related provisions and definitions, in each case that are consistent with accepted market practice for the use of such
Alternative Rate for debt obligations such as the relevant series of floating rate notes. If we determine that there is no
clear market consensus as to whether any rate has replaced the Three-Month LIBOR Rate in customary market
usage, we will have the right to appoint, in our sole discretion, a new calculation agent in respect of the relevant
series of floating rate notes, to replace the existing calculation agent, solely in its role as calculation agent in respect
of the relevant series of floating rate notes, to determine the Alternative Rate and make any Adjustments thereon, and
whose determinations will be binding on us, the trustee and the holders of the relevant series of floating rate notes. If,
however, the replacement calculation agent determines after consultation with us that the Three-Month LIBOR Rate
has been discontinued, but for any reason an Alternative Rate has not been determined, the Three-Month LIBOR
Rate determined as of such 2021 Interest Determination Date shall be the same as the Three-Month LIBOR Rate in
effect for the immediately preceding 2021 Interest Period (or, if there was no preceding 2021 Interest Period, the
Three-Month LIBOR Rate will be the same as the Three-Month LIBOR Rate in effect for the initial 2021 Interest
Period).
"LIBOR Currency" means U.S. dollars.
T he 2 0 2 1 N ot e s
The 2021 Notes will initially be limited to $675,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit and will mature on January 7, 2021. The 2021 Notes will be issued in minimum denominations of $200,000 and will be
issued in integral multiples of $1,000 for higher amounts.
The 2021 Notes are not subject to redemption prior to maturity.
Ford Credit may, from time to time, without the consent of the holders of the 2021 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2021 Notes. Any such additional notes will, together with
the 2021 Notes, constitute a single series of notes under the Indenture. No additional 2021 Notes may be issued if an Event of
Default has occurred with respect to the 2021 Notes.
The 2021 Notes will bear interest from January 7, 2019 at the rate of 5.085% per annum. Interest on the 2021 Notes will be
payable on January 7 and July 7 of each year (each such day a "2021 Notes Interest Payment Date"), commencing July 7, 2019,
to the persons in whose names the 2021 Notes were registered at the close of business on the 15th day preceding the respective
2021 Notes Interest Payment Date, subject to certain exceptions.
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Interest on the 2021 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
T he 2 0 2 2 Floa t ing Ra t e N ot e s
The 2022 Floating Rate Notes will initially be limited to $350,000,000 aggregate principal amount, will be unsecured
obligations of Ford Credit and will mature on January 7, 2022 (the "2022 Floating Rate Maturity Date"). The 2022 Floating Rate
Notes are not subject to redemption prior to maturity. The 2022 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. The 2022 Floating Rate Notes are not redeemable
prior to maturity.
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Ford Credit may, from time to time, without the consent of the holders of the 2022 Floating Rate Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as the 2022 Floating Rate Notes. Any such
additional notes will, together with the 2022 Floating Rate Notes, constitute a single series of notes under the Indenture. No
additional 2022 Floating Rate Notes may be issued if an Event of Default has occurred with respect to the 2022 Floating Rate
Notes.
The 2022 Floating Rate Notes will bear interest from the Settlement Date at a floating rate determined in the manner provided
below, payable on January 7, April 7, July 7, and October 7 of each year (each such day a "2022 Floating Rate Interest Payment
Date"), commencing on April 7, 2019, to the persons in whose names the 2022 Floating Rate Notes were registered at the close of
business on the 15th day preceding the respective 2022 Floating Rate Interest Payment Date, subject to certain exceptions. The
per annum interest rate on the 2022 Floating Rate Notes (the "2022 Floating Interest Rate") in effect for each day of a 2022
Interest Period (as defined below) will be equal to the Three-Month LIBOR Rate plus 314 basis points (3.14%). The 2022 Floating
Interest Rate for the initial 2022 Interest Period will be 5.935%. The 2022 Floating Interest Rate for each 2022 Interest Period after
the initial 2022 Interest Period for the 2022 Floating Rate Notes will be reset on the 7th day of the months of January, April, July,
and October of each year, commencing April 7, 2019, (each such date a "2022 Interest Reset Date") until the principal on the 2022
Floating Rate Notes is paid or made available for payment. The applicable interest rate will be determined two London Business
Days prior to each 2022 Interest Reset Date (each such date, a "2022 Interest Determination Date"). If any 2022 Interest Reset
Date and 2022 Floating Rate Interest Payment Date for the 2022 Floating Rate Notes would otherwise be a day that is not a
Business Day, such 2022 Interest Reset Date and 2022 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 2022 Interest Reset
Date and 2022 Floating Rate Interest Payment Date will be the immediately preceding Business Day.
"2022 Interest Period" means the period from and including a 2022 Interest Reset Date or, in the case of the initial 2022
Interest Period, from the Settlement Date to but excluding the next succeeding 2022 Interest Reset Date and, in the case of the
last such period, from and including the 2022 Interest Reset Date immediately preceding the 2022 Floating Rate Maturity Date to
but not including such 2022 Floating Rate Maturity Date. If the 2022 Floating Rate Maturity Date is not a Business Day, then the
principal amount of the 2022 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 2022 Floating Rate Maturity Date, or any day thereafter.
The "Three-Month LIBOR Rate" shall mean the rate determined in accordance with the provisions described herein and the
accompanying prospectus for LIBOR Notes with an Index Maturity of three months.
The amount of interest for each day that the 2022 Floating Rate Notes are outstanding (the "2022 Daily Interest Amount") will
be calculated by dividing the 2022 Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal
amount of 2022 Floating Rate Notes. The amount of interest to be paid on the 2022 Floating Rate Notes for any 2022 Interest
Period will be calculated by adding the 2022 Daily Interest Amounts for each day in such 2022 Interest Period.
The 2022 Floating Interest Rate on the 2022 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 2022 Floating
Interest Rate be less than 0.0%.
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The 2022 Floating Interest Rate and amount of interest to be paid on the 2022 Floating Rate Notes for each 2022 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 2022 Floating Rate Notes. So long as the
Three-Month LIBOR Rate is required to be determined with respect to the 2022 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 establish the Three-Month LIBOR Rate for any 2022 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 "LIBOR" for any 2022 Interest Determination Date is the rate for deposits in the LIBOR Currency having the Index
Maturity specified herein as such rate is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on
such service or any successor service nominated by ICE Benchmark Administration Ltd. for the purpose of displaying the London
interbank rates of major banks for the designated LIBOR Currency) ("Reuters Page LIBOR01") (or Bloomberg L.P.'s page "BBAM"
or any other page as may replace such page on such service, any successor service or such other service as may be nominated
as the information vendor for the purpose of displaying rates or prices comparable to LIBOR for U.S. dollar deposits) as of
11:00 a.m., London time, on such LIBOR Interest Determination Date.
The following procedure will be followed if LIBOR cannot be determined as described above:
The calculation agent shall request the principal London offices of each of four major reference banks in the London
interbank market, as selected by the calculation agent in consultation with Ford Credit to provide the calculation agent with
its offered quotation for deposits in the designated LIBOR Currency for the period of the Index Maturity specified herein
commencing on the related 2022 Interest Reset Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a
single transaction in the designated LIBOR Currency in such market at such time. If at least two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation
agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean calculated by the calculation agent of the rates quoted at approximately
11:00 a.m., in the City of New York), on such LIBOR Interest Determination Date by three major banks (which may include
affiliates of the Underwriters) in the City of New York selected by the calculation agent in consultation with Ford Credit for
loans in the designated LIBOR Currency to leading European banks, having the Index Maturity specified herein and in a
principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such
time.
Notwithstanding the foregoing, if we determine that the Three-Month LIBOR Rate has been permanently discontinued, the
calculation agent, as directed by us, will use, as a substitute for the Three-Month LIBOR Rate and for each future 2022
Interest Determination Date, the alternative reference rate selected by a central bank, reserve bank, monetary authority or
any similar institution (including any committee or working group thereof) that is consistent with accepted market practice (the
"Alternative Rate"). As part of such substitution, the calculation agent will, as directed by us, make such adjustments
("Adjustments") to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination
dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of
such Alternative Rate for debt obligations such as the relevant series of floating rate notes. If we determine that there is no
clear market consensus as to whether any
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rate has replaced the Three-Month LIBOR Rate in customary market usage, we will have the right to appoint, in our sole
discretion, a new calculation agent in respect of the relevant series of floating rate notes, to replace the existing calculation
agent, solely in its role as calculation agent in respect of the relevant series of floating rate notes, to determine the
Alternative Rate and make any Adjustments thereon, and whose determinations will be binding on us, the trustee and the
holders of the relevant series of floating rate notes. If, however, the replacement calculation agent determines after
consultation with us that the Three-Month LIBOR Rate has been discontinued, but for any reason an Alternative Rate has
not been determined, the Three-Month LIBOR Rate determined as of such 2022 Interest Determination Date shall be the
same as the Three-Month LIBOR Rate in effect for the immediately preceding 2022 Interest Period (or, if there was no
preceding 2022 Interest Period, the Three-Month LIBOR Rate will be the same as the Three- Month LIBOR Rate in effect
for the initial 2022 Interest Period).
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"LIBOR Currency" means U.S. dollars.
T he 2 0 2 2 N ot e s
The 2022 Notes will initially be limited to $1,400,000,000 aggregate principal amount, will be unsecured obligations of Ford
Credit, and will mature on January 7, 2022. The 2022 Notes will be issued in minimum denominations of $200,000 and will be
issued in integral multiples of $1,000 for higher amounts.
The 2022 Notes are not subject to redemption prior to maturity.
Ford Credit may, from time to time, without the consent of the holders of the 2022 Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the 2022 Notes. Any such additional notes will, together with
the 2022 Notes, constitute a single series of notes under the Indenture. No additional 2022 Notes may be issued if an Event of
Default has occurred with respect to the 2022 Notes.
The 2022 Notes will bear interest from January 7, 2019 at the rate of 5.596% per annum. Interest on the 2022 Notes will be
payable on January 7 and July 7 of each year (each such day a "2022 Notes Interest Payment Date"), commencing July 7, 2019,
to the persons in whose names the 2022 Notes were registered at the close of business on the 15th day preceding the respective
2022 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2022 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
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.
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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;
·
S corporations, real estate investment trusts or regulated investment companies;
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·
persons holding Notes as part of a hedge, straddle, conversion or other "synthetic security" or integrated transaction;
·
taxpayers subject to the alternative minimum tax;
·
U.S. holders (as defined below) with a functional currency other than the United States dollar; or
·
persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of
such income being recognized on an "applicable financial statement" (within the meaning of Section 451 of the Code);
or
·
certain United States expatriates.
The discussion is based on the Code, Treasury regulations (including temporary regulations) promulgated thereunder, rulings,
published administrative positions of the United States Internal Revenue Service (the "IRS") and judicial decisions, all as of the
date of this prospectus supplement, and all of which are subject to change, possibly with retroactive effect, or to different
interpretations.
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;
·
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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.
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Document Outline

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