Actionable news
0
All posts from Actionable news
Actionable news in F: FORD MOTOR COMPANY,

Automatic shelf registration statement of securities of well-known seasoned issuers

BGCOLOR="#FFFFFF" LINK=BLUE VLINK=PURPLE>

As filed with the Securities and Exchange Commission October 7, 2015.

Registration Statement No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FORD MOTOR CREDIT COMPANY LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

38-1612444
(I.R.S. Employer Identification No.)

One American Road
Dearborn, Michigan 48126
(313) 322-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

David J. Witten
Assistant Secretary
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
(313) 845-4932
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

Ford Motor Credit Company LLC
$10,000,000,000

Ford Interest Advantage

FLOATING RATE DEMAND NOTES

Ford Motor Credit Company LLC offers its Ford Interest Advantage Floating Rate Demand Notes, referred to hereafter as the Notes, as a convenient means of investing directly in Ford Motor Credit Company LLC ("Ford Credit"). The Notes pay interest at a floating rate. Ford Credit files pricing supplements with the Securities and Exchange Commission (the "SEC") that disclose the then-current interest rate on the Notes.

Key aspects of the Ford Interest Advantage program are:

      The Notes will pay interest above the average rate of taxable U.S. money market funds.
      You may redeem your Notes at any time.
      Your investment is recorded by an Agent Bank appointed by us.
      Interest payable on the Notes will accrue and be compounded daily and be automatically reinvested in Notes on the last day of each month.

Key factors to consider before investing include:

      The Notes are not equivalent to a deposit or other bank account and are not insured by the Federal Deposit Insurance Corporation or any other insurance.
      The Notes are not an investment in a money market mutual fund, in which investors purchase an interest in a diversified fund consisting of investments in short term debt securities of many companies, and are not subject to the requirements of the Investment Company Act of 1940 (including requirements relating to diversification and quality of investments).
      The Notes are not obligations of or guaranteed by Ford Motor Company, the Agent Bank or anyone else.
      The Notes are unsecured obligations of Ford Credit and only Ford Credit's assets that have not been sold or securitized are available to pay the principal of and interest on the Notes. It is possible for you to lose some or all of your investment in the Notes, including accrued interest, if Ford Credit is unable to pay its debts, becomes bankrupt or seeks creditor protection.
      The Notes are not transferable.

Investment in the Notes involves certain risks. See "Risk Factors" beginning on Page 6 of this prospectus.

The Notes will rank equally and ratably with all other unsecured senior indebtedness of Ford Motor Credit Company LLC (parent company only). At June 30, 2015, Ford Credit had outstanding debt of $109.5 billion on a consolidated basis.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is October 7, 2015

TABLE OF CONTENTS

You should rely only on the information contained or incorporated by reference in this Prospectus (including any applicable pricing supplements). No one has been 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 is accurate as of any date other than the date of this Prospectus.

2

RISK FACTORS

Your investment in the Notes involves certain risks. Before investing in the Notes, in consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks specific to an investment in the Notes, the risks described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and in our First Quarter 2015 10-Q Report and Second Quarter 2015 10-Q Report (as defined herein) (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or any prospectus supplement hereto, including fillings made with the SEC after the date of this prospectus. The Notes are not an appropriate investment for you if you do not understand the terms of the Notes or financial matters generally. In addition, certain factors that may adversely affect the business of Ford Credit and Ford Motor Company, referred to hereafter as Ford, are discussed in Ford Credit's periodic reports referred to in "Where You Can Find More Information," below. You should not purchase Notes unless you understand and know you can bear all of the investment risks involving the Notes.

Credit Rating Impact on Ford Credit's Borrowing Costs. Ford Credit has not requested, and does not anticipate receiving, a rating specific to the Notes from any credit rating agency. Ford Credit's short- and long-term debt generally is rated by the following four credit rating agencies, designated as nationally recognized statistical rating organizations by the SEC, and their ratings of our debt as of the date of this prospectus are set forth below. Because credit rating agencies can change their ratings at any time, you are encouraged to consult our periodic reports filed with the SEC for any updates to our credit ratings.

A credit rating reflects an assessment by the rating agency of the credit risk associated with Ford Credit or particular securities we issue, based on information provided by Ford Credit, Ford and other sources. Credit ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each rating agency may have different criteria for evaluating company risk, and, therefore, ratings should be evaluated independently for each rating agency. Ford Credit's credit ratings are closely associated with the rating agencies' opinions of Ford. The credit ratings on Ford Credit may not reflect all risks related to the Notes.

Lower credit ratings generally result in higher borrowing costs and reduced access to capital markets and in the past we have been impacted by this. In the event Ford Credit's long and short-term debt ratings are downgraded, Ford Credit's cost of borrowing may be adversely affected, and it may have more limited access to the capital markets. This may require Ford Credit to reduce the amount of receivables and operating leases it purchases or originates, which would adversely affect its profitability and could adversely affect its ability to support the sale of Ford vehicles.

The Interest Rate Paid on the Notes May Not Bear Any Relation to the Investment Risk. The interest rate on the Notes, which is the base rate described below under "Description of Notes Interest Rate Information" plus any incremental rate we may choose to pay in our sole discretion, does not necessarily bear any relation to the risks associated with or change in the creditworthiness, credit rating or financial condition of either Ford or Ford Credit.

The Notes Are Not a Diversified Investment. The Notes are not an investment in a money market mutual fund holding diversified investments in the securities of many companies. Only the assets of Ford Credit that have not been sold or securitized are available to pay the principal of and interest on the Notes. Because the Notes are unsecured debt securities issued by a single issuer, you will not have the benefits of diversification offered by money market mutual funds or other investment companies. For this reason, investors also will not have the protections provided to mutual fund investors under the Investment Company Act of 1940.

Ford Credit Is Not a Bank, and Investments In the Notes Are Not Insured by the Federal Deposit Insurance Corporation or Any Other Source. Only Ford Credit is obligated to pay the principal of and interest on the Notes, and only its assets are available for this purpose. If Ford Credit's assets are insufficient to pay the principal of and interest on the Notes, you could lose some or all of your investment. No private or government source

7

guarantees return of your investment in the event of a failure of Ford Credit to repay your investment. The Notes are not obligations of or guaranteed by Ford Motor Company, the Agent Bank or any other entity. No banking relationship exists between investors and the Agent Bank.

The Notes Are Not Transferable. You may redeem your investment in the Notes at any time in whole or in part as described in this prospectus. However, you cannot transfer your investment in the Notes to someone else. As a result, no secondary market for the Notes currently exists or will ever exist, and, consequently, there is no public market valuation of the Notes to assist investors in evaluating the Notes or their yield.

WHERE YOU CAN FIND MORE INFORMATION

The Notes are unsecured debt securities of Ford Credit, and only assets of Ford Credit that have not been sold or securitized are available for payments of principal and interest on the Notes. You can learn more about Ford Credit's business, financial results and credit ratings by reading the annual, quarterly and current reports and other information Ford Credit files with the SEC. You may read and copy any document Ford Credit files at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC filings of Ford Credit also are available to you at the SEC's web site at http://www.sec.gov.

The SEC allows Ford Credit to incorporate by reference the information it files with the SEC, which means that Ford Credit can disclose important information to you by referring you to those documents, which are considered part of this prospectus. Information that Ford Credit files later with the SEC will automatically update and supersede the previously filed information. Ford Credit incorporates by reference the document listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the offering of all the Notes has been completed.

These reports include information about Ford as well as information about Ford Credit.

You may request copies of these filings at no cost, by writing or telephoning Ford Credit's principal executive offices at the following address:

      Ford Motor Credit Company LLC
      One American Road
      Dearborn, MI 48126
      Attn: Corporate Secretary
      1-800-426-2888

INFORMATION CONCERNING FORD CREDIT

Ford Credit was incorporated in Delaware in 1959, was converted to a Delaware limited liability company on May 1, 2007 and is an indirect, wholly owned subsidiary of Ford. As used herein "Ford Credit" refers to Ford Motor Credit Company LLC and its subsidiaries unless the context otherwise requires.

Products and Services. Ford Credit offers a wide variety of automotive financing products to and through automotive dealers throughout the world. The predominant share of our business consists of financing Ford and Lincoln vehicles and supporting the dealers of those brands. We earn our revenue primarily from:

As a result of our financing activities, we have a large portfolio of finance receivables and operating leases which we classify into two segments: "consumer" and "non-consumer".

Finance receivables and operating leases in the consumer segment include products offered to individuals and businesses that finance the acquisition of Ford and Lincoln vehicles from dealers for personal and commercial use. Retail financing includes retail installment sale contracts for

9

new and used vehicles and direct financing leases for new vehicles to retail customers, government entities, daily rental companies, and fleet customers.

Finance receivables in the non-consumer segment include products offered to automotive dealers, and receivables purchased from Ford and its affiliates. Ford Credit makes wholesale loans to dealers to finance the purchase of vehicle inventory (floorplan financing), as well as loans to dealers to finance working capital and improvements to dealership facilities, finance the purchase of dealership real estate, and finance other dealer vehicle programs. We also purchase receivables from Ford and its affiliates, primarily related to the sale of parts and accessories to dealers, receivables from Ford-related loans, and certain used vehicles from daily rental fleet companies.

We also service the finance receivables and leases we originate and purchase, make loans to Ford affiliates, and provide insurance services related to our financing programs.

Geographic Scope of Operations and Segment Information. We conduct our financing operations directly and indirectly through our subsidiaries and affiliates. We offer substantially similar products and services throughout many different regions, subject to local legal restrictions and market conditions. We...


More