Obligation Ford Credit 8.7% ( US345397VL42 ) en USD

Ford Credit

100 % ⇌

Etas-Unis

US345397VL42 ( en USD )

8.7% par an ( paiement semestriel )

01/10/2014 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Credit Company US345397VL42 en USD 8.7%, échue

100 000 USD

1 000 000 000 USD

345397VL4

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 US345397VL42, paye un coupon de 8.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2014

L'Obligation émise par Ford Credit ( Etas-Unis ) , en USD, avec le code ISIN US345397VL42, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Ford Credit ( Etas-Unis ) , en USD, avec le code ISIN US345397VL42, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
424B2 1 k48318b2e424b2.htm PURSUANT TO RULE 424(B)(2)
1 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-159107

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 11, 2009)

Calculation of the Registration Fee

Maximum

Amount of

Aggregate

Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)
8.70% Notes Due October 1, 2014

$988,050,000

$55,133.19

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

8.70% Notes due 2014

The Notes wil bear interest from September 23, 2009 at the rate of 8.70% per annum. Ford Credit
wil pay interest on the Notes semi-annual y in arrears on April 1 and October 1 of each year, beginning
April 1, 2010.

Investing in the Notes involves risks. See "Risk Factors" on page S-2 of this prospectus
supplement and "Risk Factors" beginning on page 1 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Not
e
Total

Initial public offering price
98.805% $988,050,000
Underwriting discounts and commissions
1.500% $ 15,000,000
Proceeds, before expenses, to Ford Credit
97.305% $973,050,000

Interest on the Notes wil accrue from September 23, 2009 and must be paid by the purchasers if the
Notes are delivered to the purchasers after that date. Ford Credit expects that delivery of the Notes wil
be made to investors on or about September 23, 2009.

BofA Merrill Lynch

Citi

J.P.Morgan

Morgan Stanley

Prospectus Supplement dated September 16, 2009
2 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...

TABLE OF CONTENTS

Prospectus Supplement

Pag e
Forward-Looking Statements
S-ii
Risk Factors
S-1
Description of Notes
S-1
United States Taxation of Non United States Persons
S-2
Underwriting
S-4
Legal Opinions
S-6
Independent Registered Public Accounting Firm
S-6

Prospectus
Risk Factors
1
Where You Can Find More Information

1
Information Concerning Ford Credit

1
Ratio of Earnings to Fixed Charges

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

4
Description of Debt Securities

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

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

The Notes are not being offered in any jurisdiction where the offer is not permitted.

You should not assume that the information in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the front of the
documents.
S-i
3 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents

FORWARD-LOOKING STATEMENTS

Statements included or incorporated by reference herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on expectations, forecasts and assumptions by our management and involve a
number of risks, uncertainties, and other factors that could cause actual results to differ material y from
those stated, including, without limitation, those set forth in "Item 1A -- Risk Factors" and "Item 7 --
Management's Discussion of and Analysis of Financial Condition and Results of Operations -- Risk
Factors" of Ford Credit's Annual Report on Form 10-K for the year ended December 31, 2008 (the
"2008 Annual Report on Form 10-K") and Ford Credit's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009, each incorporated herein by reference.

We cannot be certain that any expectations, forecasts or assumptions made by management in
preparing these forward-looking statements wil prove accurate, or that any projections wil be realized. It
is to be expected that there may be differences between projected and actual results. Our forward-
looking statements speak only as of the date of their initial issuance, and we do not undertake any
obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.
S-ii
4 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents

RISK FACTORS

Before purchasing any Notes, you should read careful y this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein, including the risk factors
discussions in Ford Credit's 2008 Annual Report on Form 10-K and Ford Credit's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009 for risk factors regarding Ford and Ford Credit.

DESCRIPTION OF NOTES

This description of the terms of the Notes adds information to the description of the general terms
and provisions of debt securities in the prospectus. If this summary differs in any way from the summary
in the prospectus, you should rely on this summary. The Notes are part of the debt securities registered
by Ford Credit in May 2009 to be issued on terms to be determined at the time of sale.

The Notes wil initial y be limited to $1,000,000,000 aggregate principal amount, wil be unsecured
obligations of Ford Credit and wil mature on October 1, 2014. The Notes are not subject to redemption
prior to maturity. The Notes wil be issued in minimum denominations of $100,000 and wil be issued in
integral multiples of $1,000 for higher amounts.

Ford Credit may, from time to time, without the consent of the holders of the Notes, issue additional
notes having the same ranking and the same interest rate, maturity and other terms as the Notes. Any
such additional notes wil , together with the Notes, constitute a single series of notes under the
Indenture. No additional Notes may be issued if an Event of Default has occurred with respect to the
Notes.

The Notes wil bear interest from September 23, 2009 at the rate of 8.70% per annum. Interest on
the Notes wil be payable on April 1 and October 1, of each year (each such day an "Interest Payment
Date"), commencing April 1, 2010, to the persons in whose names the Notes were registered at the
close of business on the 15th day preceding the Interest Payment Date, subject to certain exceptions.

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

Book-Entry, Delivery and Form

The Notes wil be issued in the form of one or more ful y registered Global Notes (the "Global
Notes") which wil be deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository") and registered in the name of Cede & Co., the Depository's nominee. Notes in
definitive form wil not be issued, unless the Depository notifies Ford Credit that it is unwil ing or unable to
continue as depository for the Global Notes and Ford Credit fails to appoint a successor depository
within 90 days or unless otherwise determined, at Ford Credit's option. Beneficial interests in the Global
Notes wil be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in the Depository.

Initial settlement for the Notes wil be made in immediately available funds. Secondary market
trading between participants of the Depository wil occur in the ordinary way in accordance with
Depository rules and wil be settled in immediately available funds using the Depository's Same-Day
Funds Settlement System.
S-1
5 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents

UNITED STATES TAXATION OF NON UNITED STATES PERSONS

Income and Withholding Tax

In the opinion of Shearman & Sterling LLP, special tax counsel to Ford Credit, and counsel for the
underwriters, under United States federal tax laws as of the date of this Prospectus Supplement, and
subject to the discussion of backup withholding below:

(i) payments of principal and interest on a Note that is beneficial y owned by a non-United States
person wil not be subject to United States federal withholding tax; provided, that in the case of
interest, (x) (a) the beneficial owner does not actual y or constructively own 10% or more of the total
combined voting power of al classes of stock of Ford Credit entitled to vote, (b) the beneficial owner
is not a control ed foreign corporation that is related, directly or indirectly, to Ford Credit through
stock ownership, and (c) either (A) the beneficial owner of the Note certifies to the person otherwise
required to withhold United States federal income tax from such interest, under penalties of perjury,
that it is not a United States person and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers' securities in the ordinary course
of its trade or business (a "financial institution") and holds the Note certifies to the person otherwise
required to withhold United States federal income tax from such interest, under penalties of perjury,
that such statement has been received from the beneficial owner by it or by a financial institution
between it and the beneficial owner and furnishes the payor with a copy thereof; (y) the beneficial
owner is entitled to the benefits of an income tax treaty under which the interest is exempt from
United States federal withholding tax and the beneficial owner of the Note or such owner's agent
provides an IRS Form W-8BEN claiming the exemption; or (z) the beneficial owner conducts a trade
or business in the United States to which the interest is effectively connected and the beneficial
owner of the Note or such owner's agent provides an IRS Form W-8ECI; provided that in each such
case, the relevant certification or IRS Form is delivered pursuant to applicable procedures and is
properly transmitted to the person otherwise required to withhold United States federal income tax,
and none of the persons receiving the relevant certification or IRS Form has actual knowledge that
the certification or any statement on the IRS Form is false;

(i ) a non-United States person wil not be subject to United States federal income or withholding
tax on any gain realized on the sale, exchange or redemption of a Note unless the gain is effectively
connected with the beneficial owner's trade or business in the United States or, in the case of an
individual, the holder is present in the United States for 183 days or more in the taxable year in which
the sale, exchange or redemption occurs and certain other conditions are met; and

(i i) a Note owned by an individual who at the time of death is not a citizen or resident of the
United States wil not be subject to United States federal estate tax as a result of such individual's
death if the individual does not actual y or constructively own 10% or more of the total combined
voting power of al classes of stock of Ford Credit entitled to vote and the income on the Note would
not have been effectively connected with a U.S. trade or business of the individual.

If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States
partnership wil be required to provide an IRS Form W-8IMY, and unless it has entered into a withholding
agreement with the IRS, to attach an appropriate certification obtained from each of its partners.

Interest on a Note that is effectively connected with the conduct of a trade or business in the United
States by a holder of a Note who is a non-United States person, although exempt from United States
withholding tax, may be subject to United States income tax as if such interest was earned by a United
States person. In addition, if such holder is a non-United States corporation, it may be subject to a
branch profits tax at a rate of 30% (or such lower rate provided by an applicable income
S-2
6 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents
tax treaty) of its annual earnings and profits that are so effectively connected, subject to specific
adjustments.

Backup Withholding and Information Reporting

In general, information reporting requirements wil apply to certain payments of principal and interest
made on a Note and the proceeds of the sale of a Note within the United States to non-corporate holders
of the Notes, and "backup withholding" (currently at a rate of 28%) wil apply to such payments if the
holder fails to provide an accurate taxpayer identification number in the manner required or to report al
interest and dividends required to be shown on its federal income tax returns.

Information reporting on IRS Form 1099 and backup withholding wil not apply to payments made by
Ford Credit or a paying agent to a non-United States person on a Note if, in the case of interest, the IRS
Form described in clause (y) or (z) in Paragraph (i) under "Income and Withholding Tax" has been
provided under applicable procedures, or, in the case of interest or principal, the certification described
in clause (x)(c) in Paragraph (i) under "Income and Withholding Tax" and a certification that the beneficial
owner satisfies certain other conditions have been supplied under applicable procedures, provided that
the payor does not have actual knowledge that the certifications are incorrect.

Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker
wil not be subject to information reporting or backup withholding, except that if the broker is a United
States person, a control ed foreign corporation for United States tax purposes, a foreign person 50% or
more of whose gross income is effectively connected with a United States trade or business for a
specified three-year period, a foreign partnership with specific connections to the United States, or, a
United States branch of a foreign bank or foreign insurance company, information reporting may apply to
such payments. Payments of the proceeds from the sale of a Note to or through the United States office
of a broker are subject to information reporting and backup withholding unless the holder or beneficial
owner certifies that it is a non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not a separate tax, but is al owed as a refund or credit against the holder's
United States federal income tax, provided the necessary information is furnished to the Internal Revenue
Service.

Interest on a Note that is beneficial y owned by a non-United States person wil be reported annually
on IRS Form 1042-S, which must be filed with the Internal Revenue Service and furnished to such
beneficial owner.
S-3
7 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents

UNDERWRITING

Ford Credit is selling the Notes to the Underwriters named below under an Underwriting Agreement
dated September 16, 2009 and related Pricing Agreement dated September 16, 2009. Banc of America
Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated are acting as representatives of the Underwriters. The Underwriters and the amount of
Notes each has agreed to several y purchase from Ford Credit are as fol ows:

Principal Amount
Underwriter

of Notes

Banc of America Securities LLC
$
212,500,000
Citigroup Global Markets Inc.

212,500,000
J.P. Morgan Securities Inc.

212,500,000
Morgan Stanley & Co. Incorporated

212,500,000
Barclays Capital Inc.

25,000,000
BNP Paribas Securities Corp.

25,000,000
Credit Suisse Securities (USA) LLC

25,000,000
HSBC Securities (USA) Inc.

25,000,000
RBS Securities Inc.

25,000,000
UBS Securities LLC

25,000,000

Total
$ 1,000,000,000

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

The Underwriters have advised Ford Credit that they propose initial y to offer al or part of the Notes
directly to purchasers at the initial public offering price set forth on the cover page of this prospectus
supplement, and to certain securities dealers at such price less a concession not in excess of 0.250% of
the initial public offering price of the Notes. The Underwriters may al ow, and such dealers may real ow,
a concession not in excess of 0.500% of the initial public offering price of the Notes to certain other
dealers. After the Notes are released for sale to the public, the offering price and other sel ing terms with
respect to the Notes may from time to time be varied by the Underwriters.

The Notes are a new issue of securities with no established trading market. Ford Credit has been
advised by the Underwriters that they intend to make a market in the Notes, but they are not obligated to
do so and may discontinue such market-making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.

In connection with the offering, the Underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the Notes. Specifical y, the Underwriters may over-al ot in connection with
the offering, creating a short position with respect to the Notes. In addition, the Underwriters may bid for,
and purchase, Notes in the open market to cover any short position or to stabilize the price of the Notes.
Any of these activities may stabilize or maintain the market price of the Notes above independent market
levels. The Underwriters are not required to engage in these activities, and may end any of these
activities at any time.

No Public Offering Outside the United States

No action has been or wil be taken in any jurisdiction outside of the United States of America that
would permit a public offering of the Notes, or the possession, circulation or distribution of this
prospectus supplement or any material relating to Ford Credit, in any jurisdiction where action for that
purpose is required. Accordingly, the Notes included in this offering may not be offered, sold or
exchanged, directly or indirectly, and neither this prospectus supplement or any other offering material or
advertisements in connection with this offering may be distributed or published, in or from any such
S-4
8 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
Table of Contents
country or jurisdiction, except in compliance with any applicable rules or regulations of any such country
or jurisdiction.

European Economic Area

In relation to each Member State of the European Economic Area (EEA) which has implemented the
EU prospectus directive, as defined below (each, a relevant member state), with effect from and
including the date on which the prospectus directive is implemented in that relevant member state (the
relevant implementation date) the Notes which are the subject of the offering contemplated in this
prospectus supplement wil not be offered to the public in that relevant member state prior to the
publication of a prospectus in relation to the Notes which has been approved by the competent authority
in that relevant member state or, where appropriate, approved in another relevant member state and
notified to the competent authority in that relevant member state, al in accordance with the prospectus
directive, except that, with effect from and including the relevant implementation date, an offer of such
Notes may be made to the public in that relevant member state at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net
turnover of more than 50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons per Member State, other than qualified investors as
defined in the prospectus directive; or

(d) in any other circumstances fal ing within Article 3(2) of the prospectus directive, provided that no
such offer of Notes shall require Ford Credit or any Underwriter to publish a prospectus pursuant
to Article 3 of the prospectus directive or supplement a prospectus pursuant to Article 16 of the
prospectus directive.

For the purposes of this provision, the expression an offer of notes to the public in relation to any
notes in any relevant member state means the communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe the notes, as the same may be varied in that Member State by any measure
implementing the prospectus directive in that Member State and the expression prospectus directive
means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member
state.

United Kingdom

The Notes wil only be offered (a) in compliance with all applicable provisions of the Financial
Services and Markets Act 2000 ("FSMA") with respect to anything done in relation to the Notes in, from
or otherwise involving the United Kingdom and (b) each Underwriter has only communicated or caused to
be communicated and wil only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of Notes in circumstances in which Section 21(1) of the FSMA does not
apply to Ford Credit. Without limitation to the other restrictions referred to herein, this prospectus
supplement is directed only at (1) persons outside the United Kingdom, (2) persons having professional
experience in matters relating to investments who fal within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (3) high
net worth bodies corporate, unincorporated associations and partnerships and trustees of high value
trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 or (4) persons to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may
otherwise lawful y be communicated or caused to be communicated. Without limitation to the other
restrictions referred to herein, any investment or investment activity to which this prospectus supplement
relate is available only to, and wil be engaged in only with, such
S-5
9 of 44
10/22/2009 3:42 PM

e424b2
http://www.sec.gov/Archives/edgar/data/38009/000095012309043842/k...
10 of 44
10/22/2009 3:42 PM