Obligation Ford Motor Co 3.588% ( XS1423777561 ) en AUD

Ford Motor Co

99.96 % ▲

Etats-unis

XS1423777561 ( en AUD )

3.588% par an ( paiement semestriel )

01/06/2020 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Co XS1423777561 en AUD 3.588%, échue

2 000 AUD

450 000 000 AUD

345397YA5

N/A

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en AUD, avec le code ISIN XS1423777561, paye un coupon de 3.588% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2020

424B2 1 a2228787z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
File d Pursua nt t o Rule 4 2 4 B(2 )
Re gist ra t ion 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 Aggre ga t e
Am ount of
T it le of Ea c h Cla ss of Se c urit ie s Offe re d

Offe ring Pric e

Re gist ra t ion Fe e (1)

3.588% Notes due June 2, 2020

$324,675,000

$32,695

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The maximum aggregate offering price is
calculated using an exchange rate of AUD$1.00 = U.S.$0.7215, the noon buying rate published by the Board of Governors
of the Federal Reserve System for one Australian dollar expressed in U.S. dollars for May 20, 2016.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d M a rc h 1 6 , 2 0 1 5 )
A$ 4 5 0 ,0 0 0 ,0 0 0
Ford M ot or Cre dit Com pa ny LLC
3 .5 8 8 % N ot e s due J une 2 , 2 0 2 0
The 3.588% Notes due June 2, 2020 (the "Notes") will bear interest from June 2, 2016 at a rate of 3.588% per annum. Ford
Credit will pay interest on the Notes semi-annually in arrears on June 2 and December 2 of each year, beginning December 2,
2016. The Notes may not be redeemed prior to maturity unless changes involving United States taxation occur which could require
Ford Credit to pay additional amounts, as described under "Description of Notes -- Payment of Additional Amounts" and
"-- Redemption for Tax Purposes" herein.
The Notes are being offered globally for sale in the United States, Australia, Asia, Europe, and elsewhere where it is lawful to
make such offers.
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.
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Per Note

T ot a l

Initial public offering price

100.00% A$
450,000,000
Underwriting discounts and commissions

0.30% A$
1,350,000
Proceeds, before expenses, to Ford Credit

99.70% A$
448,650,000
The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the
New York Stock Exchange. We expect trading in the Notes on the New York Stock Exchange to begin less than 30 days after the
original issue date.
Interest on the Notes will accrue from June 2, 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 June 2, 2016.
We expect that delivery of the Notes will be made to underwriters in book-entry form only through the facilities of Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), on or about June 2, 2016.
J oint Book -Running M a na ge rs
AN Z

Cit igroup

De ut sc he Ba nk
Prospe c t us Supple m e nt da t e d M a y 2 5 , 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-2
United States Taxation
S-9
Underwriting
S-15
Legal Opinions
S-21
Independent Registered Public Accounting Firm
S-21
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
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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.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are
required by Ford Credit and the underwriters to inform themselves about, and to observe any such restrictions, and neither Ford
Credit nor any of the underwriters accepts any liability in relation thereto. See "Underwriting".
In connection with this issue, Citigroup Global Markets Limited as stabilizing manager (or persons acting on behalf of the
stabilizing manager) may over-allot Notes or effect transactions outside Australia with a view to supporting the market price of the
Notes at a higher level than that which might otherwise prevail. However, there is no obligation on the stabilizing manager (or
S-i
Table of Contents
persons acting on its behalf) to undertake stabilization action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the final terms of the Notes is made and, if begun, may be discontinued at any time but must end no
later than the earlier of 30 days after the issuance of the Notes and 60 days after the allotment of the Notes. The stabilizing
manager (or persons acting on behalf of the stabilizing manager) will not perform or effect such transactions, or undertake any
other stabilization actions, in any jurisdiction where to do so would be illegal.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or
sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See "Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars and references to "A$" are
to Australian dollars.
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 in Part I. "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, 2015 (the "First Quarter 2015 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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S-ii
Table of Contents
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
and First Quarter 2015 Form 10-Q Report, for risk factors regarding Ford and Ford Credit.
In addition to the risk factors discussions referred to above, you should also consider the foreign-currency risks described
below.
Fore ign-Curre nc y Risk s
You should consult your financial and legal advisers as to the specific risks entailed by an investment in securities that are
denominated or payable in, or the payment of which is linked to the value of, a currency other than the currency of the country in
which you are resident or in which you conduct your business, which we refer to as your "home currency." If Australian dollars are
not your home currency, the Notes are not an appropriate investment for investors who are not sophisticated in foreign currency
transactions. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United
States of any matters arising under non-U.S. law that may affect the purchase of or holding of, or the receipt of payments on, the
Notes. These persons should consult their own legal and financial advisers concerning these matters.
Ex c ha nge Ra t e s a nd Ex c ha nge Cont rols M a y Affe c t Se c urit ie s' V a lue or Re t urn
General Exchange Rate and Exchange Control Risks. An investment in a security that is denominated or payable in
currencies other than your home currency entails significant risks. These risks include the possibility of significant changes in rates
of exchange between your home currency and the relevant foreign currencies and the possibility of the imposition or modification of
exchange controls by the relevant governmental entities. These risks generally depend on economic and political events over which
we have no control.
Exchange Rates Will Affect Your Investment. In recent years, rates of exchange between some currencies have been highly
volatile and this volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations that may occur during the term of any security. Depreciation against your home
currency of the currency in which a security is payable would result in a decrease in the effective yield of the security below its
coupon rate or in the payout of the security and could result in an overall loss to you on a home currency basis.
We Have No Control Over Exchange Rates. Currency exchange rates can either float or be fixed by sovereign
governments. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to each other.
However, from time to time governments may use a variety of techniques, such as intervention by a country's central bank, the
imposition of regulatory controls or taxes or changes in interest rates to influence the exchange rates of their currencies.
Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange
characteristics by a devaluation or revaluation of a currency. These governmental actions could change or interfere with currency
valuations and currency fluctuations that would otherwise occur in response to economic forces, as well as in response to the
movement of currencies across borders.
As a consequence, these government actions could adversely affect yields or payouts in your home currency for securities
denominated or payable in currencies other than your home currency.
S-1
Table of Contents
We w ill not m a k e a ny a djust m e nt or c ha nge in t he t e rm s of t he N ot e s in t he e ve nt t ha t e x c ha nge ra t e s
should be c om e fix e d, or in t he e ve nt of a ny de va lua t ion or re va lua t ion or im posit ion of e x c ha nge or ot he r
re gula t ory c ont rols or t a x e s, or in t he e ve nt of ot he r de ve lopm e nt s a ffe c t ing your hom e c urre nc y or a ny
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a pplic a ble fore ign c urre nc y. Y ou w ill be a r t hose risk s.
Some Foreign Currencies May Become Unavailable. Governments have imposed from time to time, and may in the future
impose, exchange controls that could also affect the availability of a specified currency. Even if there are no actual exchange
controls, it is possible that the applicable currency for any security would not be available when payments on that security are due.
Alternative Payment Method Used if Australian dollars Become Unavailable. If Australian dollars are unavailable, we would
make required payments in U.S. dollars on the basis of the market exchange rate, which might be an extremely unfavorable rate at
the time of any such unavailability.
Ex c ha nge Ra t e s M a y Affe c t t he V a lue of a N e w Y ork J udgm e nt I nvolving N on -U .S. Dolla r Se c urit ie s
The securities will be governed by and construed in accordance with the laws of the State of New York. If a New York court
were to enter a judgment in an action on the Notes, such court would enter a judgment in Australian dollars and convert the
judgment or decree into U.S. dollars at the prevailing rate of exchange on the date such judgment or decree is entered.
T ra ding in t he Cle a ring Syst e m s I s Subje c t t o M inim um De nom ina t ion Re quire m e nt s
The terms of the Notes provide that the Notes will be issued in minimum denominations of A$2,000 and integral multiples of
A$2,000 for higher amounts (minimum total consideration per investor for Notes when sold in Australia will be A$500,000
(consistent with the exemption from the requirements for disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act
2001(Cth) (the "Corporations Act") unless another such exemption applies) and A$200,000 when sold in the European Economic
Area). It is possible that the clearing systems may process trades which could result in amounts being held in denominations
smaller than the minimum denominations. If Notes are required to be issued in relation to such Notes in accordance with the
provisions of the relevant Global Notes, a holder who does not have the minimum denomination or any integral multiple of A$2,000
in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its entitlement in the
form of Notes unless and until such time as its holding satisfies the minimum denomination requirement.
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 Ford Credit's Indenture for unsecured debt securities, dated as of March 16, 2015, between
Ford Credit and The Bank of New York Mellon, as Trustee (the "Trustee"), and The Bank of New York Mellon, London Branch, will
act as paying agent. The Indenture is summarized in the prospectus beginning on Page 4. The Indenture may be supplemented
from time to time.
S-2
Table of Contents
Ford Credit intends to file an application to list the Notes on the New York Stock Exchange ("NYSE"). The listing application
will be subject to approval by the NYSE. If the application is approved, trading of the Notes on the NYSE is expected to begin
within 30 days after the original issue date of the Notes. If the application is approved, Ford Credit will have no obligation to
maintain such listing, and may delist the Notes at any time.
The Notes will be a series of senior debt securities and will rank equally with all other unsecured senior indebtedness of Ford
Credit, whether currently existing or hereafter created. The Notes will initially be limited to A$450,000,000 aggregate principal
amount, will be unsecured obligations of Ford Credit and will mature on June 2, 2020. The Notes are not subject to redemption
prior to maturity unless changes involving United States Taxation occur which could require Ford Credit to pay additional amounts,
as described below under "Payment of Additional Amounts" and "Redemption for Tax Purposes". The Notes will be issued in
minimum denominations of A$2,000 and integral multiples of A$2,000 for higher amounts (minimum total consideration per investor
for Notes when sold in Australia will be A$500,000 (consistent with the exemption from the requirements for disclosure to investors
under Parts 6D.2 or 7.9 of the Corporations Act unless another such exemption applies) and A$200,000 when sold in the European
Economic Area).
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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 will, 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 will be issued on or about June 2, 2016 and will mature on June 2, 2020. The Notes will bear interest from June 2,
2016 at the rate of 3.588% per annum. Interest on the Notes will be payable on June 2 and December 2 of each year (each such
day an "Interest Payment Date"), commencing December 2, 2016, to the persons in whose names the Notes were registered at the
close of business on the 15th day preceding the respective Interest Payment Date, subject to certain exceptions.
Interest on the Notes will be computed on the basis of the actual number of days elapsed and the actual number of days in
the year.
Re de m pt ion for T a x Purpose s
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the
United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an
official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after the date of this prospectus supplement, we become, or based upon a written opinion of
independent counsel selected by us, will become obligated to pay additional amounts as described herein under the heading
"-- Payment of Additional Amounts" with respect to the Notes, then we may at our option redeem, in whole, but not in part, the
Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount,
together with interest accrued but unpaid on those Notes to the date fixed for redemption.
S-3
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Pa ym e nt of Addit iona l Am ount s
All payments of principal and interest in respect of the Notes will be made free and clear of, and without deduction or
withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever
nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in the United
States, unless such withholding or deduction is required by law.
In the event any withholding or deduction on payments in respect of the Notes for or on account of any present or future tax,
assessment or other governmental charge is required to be deducted or withheld by the United States or any taxing authority
thereof or therein, we will pay such additional amounts on the Notes as will result in receipt by each beneficial owner of a Note that
is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional
amounts) as would have been received by such beneficial owner had no such withholding or deduction been required. We will not
be required, however, to make any payment of additional amounts for or on account of:
a.
any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any
present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt
of payments in respect of those Notes) between that holder (or the beneficial owner for whose benefit such holder
holds such Note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power
over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnership or corporation)
and the United States, including that holder or beneficial owner, or that fiduciary, settlor, beneficiary, member,
shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or
being or having been engaged in trade or business or present in the United States or having had a permanent
establishment in the United States or (2) the presentation of a Note for payment on a date more than 30 days after
the later of the date on which that payment becomes due and payable and the date on which payment is duly
provided for;
b.
any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax, assessment
or other governmental charge;
c.
any tax, assessment or other governmental charge imposed on foreign personal holding company income or by
reason of the beneficial owner's past or present status as a passive foreign investment company, a controlled foreign
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corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as
a corporation that accumulates earnings to avoid U.S. federal income tax;
d.
any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from
payment of principal of or premium, if any, or interest on such Notes;
e.
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of
principal of and premium, if any, or interest on any Note if that payment can be made without withholding by any other
paying agent;
f.
any tax, assessment or other governmental charge which would not have been imposed but for the failure of a
beneficial owner or any holder of Notes to comply with our request or a request of our agent to satisfy certification,
information, documentation or other
S-4
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reporting requirements concerning the nationality, residence, identity or connections with the United States of the
beneficial owner or any holder of the Notes that such beneficial owner or holder is legally able to deliver (including,
but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, Forms W-8ECI,
Form W-9 or any subsequent versions thereof or successor thereto, and including, without limitation, any
documentation requirement under an applicable income tax treaty);
g.
any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as
defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations that may be promulgated thereunder) of the Company or (2) a controlled foreign corporation that is related
to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in
Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have
been imposed but for the beneficial owner's status as described in clauses (1) through (3) of this paragraph (g);
h.
to any withholding or deduction that is required to be made pursuant to any law implementing or complying with, or
introduced in order to conform to, any European Union Directive on the taxation of savings;
i.
any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through
1474 of the Code (or any amended or successor version of such Sections) ("FATCA"), any regulations or other
guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection
therewith; or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an
intergovernmental agreement in respect of FATCA; or
j.
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i);
nor will we pay any additional amounts to any beneficial owner or holder of Notes who is a fiduciary or partnership to the extent that
a beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have
been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner been the
beneficial owner of those Notes.
As used in the preceding paragraph, "U.S. Person" means any individual who is a citizen or resident of the United States for
U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United
States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States
federal income taxation regardless of its source.
Book -Ent ry, De live ry a nd Form
Global Notes
The Notes will be issued in registered, Global form in minimum denominations of A$2,000 and integral multiples of A$2,000
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for higher amounts (minimum total consideration per investor for Notes when sold in Australia will be A$500,000 (consistent with
the exemption from the requirements for disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act unless another
such exemption applies) and A$200,000 when sold in the European Economic Area). The Notes will be issued on the issue date
therefor only against payment in immediately available funds.
S-5
Table of Contents
The Notes will be issued in the form of one or more Global certificates, in definitive, fully registered form without interest
coupons, each of which Ford Credit refers to as a "Global Note." Each such Global Note will be deposited with a common
depositary (the "Common Depositary") and registered in the name of the Common Depositary or its nominee. Ford Credit will not
issue certificated Notes to you for the Notes you purchase, except in the limited circumstances described below.
Beneficial interests in the Global Notes will be represented, and transfers of such beneficial interest will be effected, through
accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in Clearstream or Euroclear.
Investors may hold beneficial interests in securities directly through Clearstream or Euroclear, if they are participants in such
systems, or indirectly through organizations that are participants in such systems. The address of Clearstream is 42 Avenue JF
Kennedy, L-1855 Luxembourg, Luxembourg, and the address of Euroclear is 1 Boulevard Roi Albert II, B-1210 Brussels, Belgium.
Ford Credit, the trustee, and the Paying Agent for the Notes have no responsibility for any aspect of the records kept by
Clearstream or Euroclear or any of their direct or indirect participants. Ford Credit and the trustee for the Notes also do not
supervise these systems in any way.
Beneficial interests in the Global Notes will be shown on, and transfers of beneficial interests in the Global Notes will be
made only through, records maintained by Clearstream or Euroclear and their participants. When you purchase Notes through the
Clearstream or Euroclear systems, the purchases must be made by or through a direct or indirect participant in the Clearstream or
Euroclear system, as the case may be. The participant will receive credit for the Notes that you purchase on Clearstream's or
Euroclear's records, and, upon its receipt of such credit, you will become the beneficial owner of those Notes. Your ownership
interest will be recorded only on the records of the direct or indirect participant in Clearstream or Euroclear, as the case may be,
through which you purchase the Notes and not on Clearstream's or Euroclear's records. Neither Clearstream nor Euroclear, as the
case may be, will have any knowledge of your beneficial ownership of the Notes. Clearstream's or Euroclear's records will show
only the identity of the direct participants and the amount of the Notes held by or through those direct participants. You will not
receive a written confirmation of your purchase or sale or any periodic account statement directly from Clearstream or Euroclear.
You should instead receive those documents from the direct or indirect participant in Clearstream or Euroclear through which you
purchase the Notes. As a result, the direct or indirect participants are responsible for keeping accurate account of the holdings of
their customers. The paying agent will wire payments on the Notes to the Common Depositary as the holder of the Global Notes.
The trustee, the paying agent and Ford Credit will treat the Common Depositary or any successor nominee to the Common
Depositary as the owner of the Global Notes for all purposes. Accordingly, the trustee, the paying agent and Ford Credit will have
no direct responsibility or liability to pay amounts due with respect to the Global Notes to you or any other beneficial owners in the
Global Notes. Any redemption or other notices with respect to the Notes will be sent by us directly to Clearstream or Euroclear,
which will, in turn, inform the direct participants (or the indirect participants), which will then contact you as a beneficial holder, all in
accordance with the rules of Clearstream or Euroclear, as the case may be, and the internal procedures of the direct participant (or
the indirect participant) through which you hold your beneficial interest in the Notes. Clearstream or Euroclear will credit payments
to the cash accounts of Clearstream customers or Euroclear participants in accordance with the relevant system's rules and
procedures, to the extent received by its depositary. Clearstream and Euroclear have established their procedures in order to
facilitate transfers of the Notes among participants of Clearstream and Euroclear. However, they are under no obligation to perform
or continue to perform those procedures, and they may discontinue or change those procedures at any time. The registered holder
of the Notes will be The Bank of New York Depository (Nominees) Limited, as nominee of the Common Depositary.
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Initial Settlement
Investors will follow the settlement procedures applicable to conventional eurobonds in registered form. It is intended that
Notes will be credited to the securities custody accounts of Clearstream and Euroclear holders on the settlement date on a delivery
against payment basis. No trades of the Notes will be settled through, and no payments with respect to the Notes will be made
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through, The Depository Trust Company in the United States.
Secondary Market Trading
Any secondary market trading of book-entry interests in the Notes will take place through participants in Clearstream and
Euroclear in accordance with the normal rules and operating procedures of Clearstream and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in registered form.
It is important to establish at the time of trading of any Notes where both the purchaser's and seller's accounts are located to
ensure that settlement can be made on the desired value date.
You should be aware that investors will only be able to make and receive deliveries, payments and other communications
involving the Notes through Clearstream and Euroclear on days when those systems are open for business. Those systems may
not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream and
Euroclear on the same Business Day as in the United States. U.S. investors who wish to transfer their interests in the Notes, or to
make or receive a payment or delivery of the Notes, on a particular day, may find that the transactions will not be performed until
the next business day in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used.
Clearstream and Euroclear
Ford Credit has obtained the information in this section concerning Clearstream and Euroclear, and the book-entry system
and procedures, from sources that Ford Credit believes to be reliable, but Ford Credit takes no responsibility for the accuracy of
this information.
Clearstream has advised us that it is a limited liability company organized under Luxembourg law. Clearstream holds
securities for its participating organizations and facilitates the clearance and settlement of securities transactions between
Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the
need for physical movement of certificates. Clearstream provides to Clearstream participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. Clearstream is registered as a bank in Luxembourg, and as
such is subject to regulation by the Luxembourg Commission de Surveillance du Secteur Financier. Clearstream participants are
recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations and may include the underwriters. Indirect access to Clearstream is available to other
institutions that clear through or maintain a custodial relationship with a Clearstream participant.
Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
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electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and
borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with Euroclear Clearance
Systems, a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include
banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect
access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear
participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the National Bank of Belgium and the Financial Services and Markets
Authority. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law
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(collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The
Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or
relationship with persons holding securities through Euroclear participants.
Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in securities on
deposit with it, such as dividends, voting rights and other entitlements, to any person credited with such interests in securities on its
records.
Certificated Notes
Ford Credit will issue certificated Notes to each person that Euroclear or Clearstream identifies as the beneficial owner of the
Notes represented by the Global Notes upon surrender by the Common Depositary of the Global Notes if:
·
Euroclear or Clearstream notifies us that it is no longer willing or able to act as a depositary for the Global Notes or
ceases to be a clearing agency registered under the Exchange Act, and Ford Credit has not appointed a successor
depositary within 90 days of that notice or becoming aware that Euroclear or Clearstream is no longer so registered;
·
an event of default has occurred and is continuing, and Euroclear or Clearstream requests the issuance of certificated
Notes; or
·
Ford Credit determines not to have the Notes represented by Global Notes.
Neither Ford Credit nor the trustee will be liable for any delay by Euroclear or Clearstream, its nominee or any direct or
indirect participant in identifying the beneficial owners of the related Notes. Ford Credit and the trustee may conclusively rely on,
and will be protected in relying on, instructions from Euroclear or Clearstream or its nominee for all purposes, including with respect
to the registration, delivery and principal amount of the certificated Notes to be issued.
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U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person,
United States federal estate tax consequences of the acquisition, ownership and disposition of a Note. It applies to you only if you
are the beneficial owner of a Note that you acquire at its original issuance at the issue price indicated on the cover page of this
prospectus supplement and you hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion does not apply to holders that are subject to special treatment under the United
States federal income tax law, such as:
·
dealers in securities or currencies;
·
financial institutions or life insurance companies;
·
tax-exempt organizations;
·
S corporations, real estate investment trusts or regulated investment companies;
·
persons holding Notes as part of a hedge, straddle, conversion or other "synthetic security" or integrated transaction;
·
taxpayers subject to the alternative minimum tax;
·
U.S. holders (as defined below) with a functional currency other than the United States dollar; or
·
certain United States expatriates.
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