fmcc-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the transition period from ____________________ to ____________________

Commission file number 1-6368

Ford Motor Credit Company LLC

(Exact name of registrant as specified in its charter)

Delaware

38-1612444

(State of organization)

(I.R.S. employer identification no.)

One American Road

Dearborn,

Michigan

48126

(Address of principal executive offices)

(Zip Code)

(313) 322-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

2.748% Notes due on June 14, 2024*

F/24S

New York Stock Exchange

4.125% Notes due on June 20, 2024*

F/24O

New York Stock Exchange

1.744% Notes due July 19, 2024*

F/24R

New York Stock Exchange

Floating Rate Notes due December 1, 2024*

F/24L

New York Stock Exchange

3.683% Notes due on December 3, 2024*

F/24Q

New York Stock Exchange

1.355% Notes due February 7, 2025*

F/25I

New York Stock Exchange

4.535% Notes due March 6, 2025*

F/25K

New York Stock Exchange

3.250% Notes due September 15, 2025*

F/25M

New York Stock Exchange

2.330% Notes due on November 25, 2025*

F/25L

New York Stock Exchange

2.386% Notes due February 17, 2026*

F/26AB

New York Stock Exchange

6.860% Notes due June 5, 2026*

F/26A

New York Stock Exchange

3.350% Notes due Nine Months or More from the Date of Issue due August 20, 2026

F/26N

New York Stock Exchange

4.867% Notes due August 3, 2027*

F/27A

New York Stock Exchange

6.125% Notes due May 15, 2028*

F/28B

New York Stock Exchange

5.625% Notes due October 9, 2028*

F/28D

New York Stock Exchange

5.125% Notes due February 20, 2029*

F/29B

New York Stock Exchange

4.445% Notes due February 14, 2030*

F/30D

New York Stock Exchange

*Issued under Euro Medium Term Notes due Nine Months or More from The Date of Issue Program

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer þ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☑

All of the limited liability company interests in the registrant (“Shares”) are held by an affiliate of the registrant. None of the Shares are publicly traded.

REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.


Exhibit Index begins on page 38

FORD MOTOR CREDIT COMPANY LLC

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2024



	Table of Contents	Page

	Part I. Financial Information
Item 1	Financial Statements	1
	Consolidated Income Statements	1
	Consolidated Statements of Comprehensive Income	1
	Consolidated Balance Sheets	2
	Consolidated Statements of Shareholder’s Interest	3
	Consolidated Statements of Cash Flows	4
	Notes to the Financial Statements	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Definitions and Information Regarding Causal Factors	22
	Results of Operations	24
	Financing Shares and Contract Placement Volume	26
	Financial Condition	27
	Credit Risk	28
	Residual Risk	30
	Credit Ratings	31
	Funding and Liquidity	32
	Leverage	35
	Outlook	35
	Cautionary Note on Forward-Looking Statements	36
	Accounting Standards Issued But Not Yet Adopted	37
Item 3	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4	Controls and Procedures	37
	Part II. Other Information
Item 1	Legal Proceedings	38
Item 5	Other Information	38
Item 6	Exhibits	38
	Signature	39

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(in millions)


	For the periods ended March 31,
	2023		2024
	First Quarter
	(unaudited)
Financing revenue
Operating leases	$	1,049	$	1,017
Retail financing	929		1,291
Dealer financing	504		696
Other financing	27		40
Total financing revenue	2,509		3,044
Depreciation on vehicles subject to operating leases	(559)		(610)
Interest expense	(1,392)		(1,848)
Net financing margin	558		586
Other revenue
Insurance premiums earned	26		36
Fee based revenue and other	21		26
Total financing margin and other revenue	605		648
Expenses
Operating expenses	320		343
Provision for credit losses (Note 4)	77		88
Insurance expenses	5		30
Total expenses	402		461

Other income/(loss), net (Note 10)	100		139

Income before income taxes	303		326
Provision for/(Benefit from) income taxes	63		92
Net income	$	240	$	234

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	For the periods ended March 31,
	2023		2024
	First Quarter
	(unaudited)
Net income	$	240	$	234
Other comprehensive income/(loss), net of tax
Foreign currency translation gains/(losses)	88		(120)
Reclassification of accumulated foreign currency translation (gains)/losses to net income	—		—
Comprehensive income/(loss)	$	328	$	114

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)


	December 31, 2023		March 31, 2024
	(unaudited)
ASSETS
Cash and cash equivalents (Note 3)	$	10,658	$	8,848
Marketable securities (Note 3)	789		714
Finance receivables, net
Retail installment contracts, dealer financing, and other financing	105,476		107,841
Finance leases	7,347		7,523
Total finance receivables, net of allowance for credit losses of $882 and $880 (Note 4)	112,823		115,364
Net investment in operating leases (Note 5)	20,332		20,110
Notes and accounts receivable from affiliated companies	845		982
Derivative financial instruments (Note 7)	818		812
Other assets (Note 8)	2,940		2,879
Total assets	$	149,205	$	149,709

LIABILITIES
Accounts payable
Customer deposits, dealer reserves, and other	$	899	$	931
Affiliated companies	693		949
Total accounts payable	1,592		1,880
Debt (Note 9)	129,287		129,258
Deferred income taxes	337		337
Derivative financial instruments (Note 7)	2,141		2,152
Other liabilities (Note 8)	2,459		2,579
Total liabilities	135,816		136,206

SHAREHOLDER’S INTEREST
Shareholder’s interest	5,166		5,166
Accumulated other comprehensive income/(loss)	(829)		(949)
Retained earnings	9,052		9,286
Total shareholder’s interest	13,389		13,503
Total liabilities and shareholder’s interest	$	149,205	$	149,709

The following table includes assets to be used to settle the liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheets above. See Note 6 for additional information on our VIEs.


	December 31, 2023		March 31, 2024
	(unaudited)
ASSETS
Cash and cash equivalents	$	2,298	$	2,909
Finance receivables, net	56,131		56,523
Net investment in operating leases	11,179		11,190
Derivative financial instruments	90		75

LIABILITIES
Debt	$	48,177	$	45,716
Derivative financial instruments	45		18

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S INTEREST

(in millions, unaudited)


	Shareholder’s Interest Attributable to Ford Motor Credit Company
	Shareholder’s Interest		Accumulated Other Comprehensive Income/(Loss)		Retained Earnings		Total Shareholder’s Interest
Balance at December 31, 2022	$	5,166	$	(1,017)	$	7,728	$	11,877
Net income	—		—		240		240
Other comprehensive income/(loss), net of tax	—		88		—		88
Distributions declared	—		—		—		—
Balance at March 31, 2023	5,166		(929)		7,968		12,205

Balance at December 31, 2023	$	5,166	$	(829)	$	9,052	$	13,389
Net income	—		—		234		234
Other comprehensive income/(loss), net of tax	—		(120)		—		(120)
Distributions declared	—		—		—		—
Balance at March 31, 2024	5,166		(949)		9,286		13,503

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	For the periods ended March 31,
	2023		2024
	First Three Months
	(unaudited)
Cash flows from operating activities
Net income	$	240	$	234
Provision for credit losses	77		88
Depreciation and amortization	701		761
Amortization of upfront interest supplements	(407)		(540)
Net change in deferred income taxes	(3)		34
Net change in other assets	(38)		(93)
Net change in other liabilities	60		456
All other operating activities	(76)		18
Net cash provided by/(used in) operating activities	554		958

Cash flows from investing activities
Purchases of finance receivables	(9,899)		(11,146)
Principal collections of finance receivables	9,025		9,393
Purchases of operating lease vehicles	(1,990)		(2,456)
Proceeds from termination of operating lease vehicles	2,226		1,974
Net change in wholesale receivables and other short-duration receivables	(661)		(1,135)
Purchases of marketable securities and other investments	(973)		(51)
Proceeds from sales and maturities of marketable securities and other investments	917		123
Settlements of derivatives	31		(207)
All other investing activities	(17)		(16)
Net cash provided by/(used in) investing activities	(1,341)		(3,521)

Cash flows from financing activities
Proceeds from issuances of long-term debt	13,912		16,488
Payments of long-term debt	(12,228)		(14,179)
Net change in short-term debt	(1,966)		(1,416)

All other financing activities	(53)		(50)
Net cash provided by/(used in) financing activities	(335)		843

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	50		(125)

Net increase/(decrease) in cash, cash equivalents and restricted cash	$	(1,072)	$	(1,845)

Cash, cash equivalents, and restricted cash at beginning of period (Note 3)	$	10,520	$	10,795
Net increase/(decrease) in cash, cash equivalents, and restricted cash	(1,072)		(1,845)
Cash, cash equivalents, and restricted cash at end of period (Note 3)	$	9,448	$	8,950

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

Table of Contents


Footnote		Page
Note 1	Presentation	6
Note 2	Accounting Policies	6
Note 3	Cash, Cash Equivalents, and Marketable Securities	7
Note 4	Finance Receivables and Allowance for Credit Losses	7
Note 5	Net Investment in Operating Leases	12
Note 6	Transfers of Receivables and Variable Interest Entities	12
Note 7	Derivative Financial Instruments and Hedging Activities	15
Note 8	Other Assets and Other Liabilities	17
Note 9	Debt	18


Note 10	Other Income/(Loss)	18

Note 11	Segment Information	19

Note 12	Commitments and Contingencies	20

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. PRESENTATION

Principles of Consolidation

For purposes of this report, “Ford Credit,” the “Company,” “we,” “our,” “us,” or similar references mean Ford Motor Credit Company LLC, our consolidated subsidiaries, and our consolidated VIEs of which we are the primary beneficiary, unless the context requires otherwise. We are an indirect, wholly owned subsidiary of Ford Motor Company (“Ford”). Our consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

In the opinion of management, these unaudited financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of our results of operations and financial condition for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Reference should be made to the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K Report”).

NOTE 2. ACCOUNTING POLICIES

Adoption of New Accounting Standards

We adopted the following Accounting Standard Updates (“ASUs”) during 2024, none of which had a material impact to our consolidated financial statements or financial statement disclosures:


ASU		Effective Date
2023-01	Leases: Common Control Arrangements	January 1, 2024
2023-02	Investments – Equity Method and Joint Ventures - Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method	January 1, 2024

Accounting Standards Issued But Not Yet Adopted

ASU 2023-07, Segment Reporting, Improvements to Reportable Segment Disclosures. In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker for each reportable segment. In addition to significant segment expenses that are separately disclosed, the standard requires disclosure of an amount for “other segment items” by reportable segment and a description of its composition. The standard also requires all annual disclosures about a reporting segment’s profit or loss and assets to be provided on an interim basis. This new standard is effective for our 2024 annual financial statements and interim periods beginning in 2025. We are assessing the effect on our consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or income statements.

ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024, with retrospective application permitted. There will be no impact to our consolidated balance sheets or income statements; however, there will be changes to our consolidated financial statement disclosures, primarily related to the effective tax rate reconciliation and the cash paid for income taxes.

All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.

Provision for Income Taxes

For interim tax reporting, we estimate one single effective tax rate for subsidiaries that are subject to tax, which is applied to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

The fair values of cash, cash equivalents, and marketable securities measured at fair value on a recurring basis were as follows (in millions):


	Fair Value Level	December 31, 2023		March 31, 2024
Cash and cash equivalents
United States government	1	$	912	$	86
United States government agencies	2	625		—
Non-United States government and agencies	2	276		277
Corporate debt	2	101		—
Total marketable securities classified as cash equivalents		1,914		363
Cash, time deposits, and money market funds		8,744		8,485
Total cash and cash equivalents		$	10,658	$	8,848

Marketable securities
United States government	1	$	207	$	219
United States government agencies	2	49		—
Non-United States government and agencies	2	109		83
Corporate debt	2	268		261
Other marketable securities	2	156		151
Total marketable securities		$	789	$	714

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash, as reported in the consolidated statements of cash flows, were as follows (in millions):


	December 31, 2023		March 31, 2024
Cash and cash equivalents	$	10,658	$	8,848
Restricted cash (a)	137		102
Total cash, cash equivalents, and restricted cash	$	10,795	$	8,950

__________

(a)Restricted cash is included in Other assets on our consolidated balance sheets and is primarily held to meet certain local governmental and regulatory reserve requirements and cash held under the terms of certain contractual agreements. Restricted cash does not include required minimum balances or cash securing debt issued through securitization transactions.

NOTE 4. FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

We manage finance receivables as “consumer” and “non-consumer” portfolios. The receivables are generally secured by the vehicles, inventory, or other property being financed.

Finance receivables are recorded at the time of origination or purchase at fair value and are subsequently reported at amortized cost, net of any allowance for credit losses.

For all finance receivables, we define “past due” as any payment, including principal and interest, that is at least 31 days past the contractual due date.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

Total Finance Receivables, Net

Total finance receivables, net were as follows (in millions):


	December 31, 2023		March 31, 2024
Consumer
Retail installment contracts, gross	$	73,943	$	75,909
Finance leases, gross	7,793		7,999
Retail financing, gross	81,736		83,908
Unearned interest supplements from Ford and affiliated companies	(3,344)		(3,868)
Consumer finance receivables	78,392		80,040

Non-Consumer
Dealer financing	33,377		34,319
Other financing	1,936		1,885
Non-Consumer finance receivables	35,313		36,204
Total recorded investment	$	113,705	$	116,244

Recorded investment in finance receivables	$	113,705	$	116,244
Allowance for credit losses	(882)		(880)
Total finance receivables, net	$	112,823	$	115,364

Net finance receivables subject to fair value (a)	$	105,476	$	107,841
Fair value (b)	103,937		106,494

__________

(a)Net finance receivables subject to fair value exclude finance leases.

(b)The fair value of finance receivables is categorized within Level 3 of the fair value hierarchy.

Finance leases are comprised of sales-type and direct financing leases. Financing revenue from finance leases for the first quarter of 2023 and 2024 was $83 million and $117 million, respectively, and is included in Retail financing on our consolidated income statements.

At December 31, 2023 and March 31, 2024, accrued interest was $295 million and $288 million, respectively, which we report in Other assets on our consolidated balance sheets.

Included in the recorded investment in finance receivables were consumer and non-consumer receivables that have been sold for legal purposes in securitization transactions but continue to be reported in our consolidated financial statements. See Note 6 for additional information.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

Credit Quality

Consumer Portfolio. Credit quality ratings for consumer receivables are based on our aging analysis. Consumer receivables credit quality ratings are as follows:

•Pass – current to 60 days past due;

•Special Mention – 61 to 120 days past due and in intensified collection status; and

•Substandard – greater than 120 days past due and for which the uncollectible portion of the receivables has already been charged off, as measured using the fair value of collateral less costs to sell.

The credit quality analysis of consumer receivables at December 31, 2023 was as follows (in millions):


	Amortized Cost Basis by Origination Year
	Prior to 2019		2019		2020		2021		2022		2023		Total		Percent
Consumer
31-60 days past due	$	40	$	49	$	130	$	125	$	187	$	159	$	690	0.9	%
61-120 days past due	9		11		30		37		58		50		195		0.2
Greater than 120 days past due	7		4		7		10		10		5		43		0.1
Total past due	56		64		167		172		255		214		928		1.2
Current	891		2,360		7,395		11,325		20,281		35,212		77,464		98.8
Total	$	947	$	2,424	$	7,562	$	11,497	$	20,536	$	35,426	$	78,392	100.0	%
Gross charge-offs	$	47	$	40	$	75	$	85	$	117	$	37	$	401

The credit quality analysis of consumer receivables at March 31, 2024 was as follows (in millions):


	Amortized Cost Basis by Origination Year
	Prior to 2020		2020		2021		2022		2023		2024		Total		Percent
Consumer
31-60 days past due	$	63	$	98	$	103	$	164	$	172	$	12	$	612	0.8	%
61-120 days past due	13		21		27		46		54		2		163		0.2
Greater than 120 days past due	10		8		9		14		8		—		49		—
Total past due	86		127		139		224		234		14		824		1.0
Current	2,393		6,122		9,690		18,203		32,621		10,187		79,216		99.0
Total	$	2,479	$	6,249	$	9,829	$	18,427	$	32,855	$	10,201	$	80,040	100.0	%
Gross charge-offs	$	15	$	17	$	22	$	39	$	36	$	—	$	129

Non-Consumer Portfolio. The credit quality of dealer financing receivables is evaluated based on our internal dealer risk rating analysis. We use a proprietary model to assign each dealer a risk rating. This model uses historical dealer performance data to identify key factors about a dealer that we consider most significant in predicting a dealer’s ability to meet its financial obligations. We also consider numerous other financial and qualitative factors of the dealer’s operations, including capitalization and leverage, liquidity and cash flow, profitability, and credit history with ourselves and other creditors.

Dealers are assigned to one of four groups according to risk ratings as follows:

•Group I – strong to superior financial metrics;

•Group II – fair to favorable financial metrics;

•Group III – marginal to weak financial metrics; and

•Group IV – poor financial metrics, including dealers classified as uncollectible.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

The credit quality analysis of dealer financing receivables at December 31, 2023 was as follows (in millions):


	Amortized Cost Basis by Origination Year
	Dealer Loans
	Prior to 2019		2019		2020		2021		2022		2023		Total		Wholesale Loans		Total		Percent
Group I	$	383	$	30	$	58	$	156	$	61	$	349	$	1,037	$	29,095	$	30,132	90.3	%
Group II	16		—		1		3		2		44		66		2,834		2,900		8.7
Group III	—		—		—		—		1		8		9		292		301		0.9
Group IV	—		1		—		—		—		2		3		41		44		0.1
Total (a)	$	399	$	31	$	59	$	159	$	64	$	403	$	1,115	$	32,262	$	33,377	100.0	%
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	1	$	1	$	3	$	4

__________

(a)Total past due dealer financing receivables at December 31, 2023 were $33 million.

The credit quality analysis of dealer financing receivables at March 31, 2024 was as follows (in millions):


	Amortized Cost Basis by Origination Year
	Dealer Loans
	Prior to 2020		2020		2021		2022		2023		2024		Total		Wholesale Loans		Total		Percent
Group I	$	299	$	60	$	111	$	61	$	268	$	150	$	949	$	30,180	$	31,129	90.7	%
Group II	16		—		4		2		4		26		52		2,859		2,911		8.5
Group III	—		—		—		—		—		7		7		240		247		0.7
Group IV	1		—		—		—		1		—		2		30		32		0.1
Total (a)	$	316	$	60	$	115	$	63	$	273	$	183	$	1,010	$	33,309	$	34,319	100.0	%
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

__________

(a)Total past due dealer financing receivables at March 31, 2024 were $19 million.

Non-Accrual of Revenue. The accrual of financing revenue is discontinued at the time a receivable is determined to be uncollectible or when it is 90 days past due. Accounts may be restored to accrual status only when a customer settles all past-due deficiency balances and future payments are reasonably assured. For receivables in non-accrual status, subsequent financing revenue is recognized only to the extent a payment is received. Payments are generally applied first to outstanding interest and then to the unpaid principal balance.

Loan Modifications. Consumer and non-consumer receivables that have a modified interest rate and/or a term extension (including receivables that were modified in reorganization proceedings pursuant to the U.S. Bankruptcy Code) are typically considered to be loan modifications. We do not grant modifications to the principal balance of our receivables. If a receivable is modified in a reorganization proceeding, all payment requirements of the reorganization plan need to be met before remaining balances are forgiven.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

During the collection process, we may offer a term extension to a customer experiencing financial difficulty. During the extension period, finance charges continue to accrue. If the customer's financial difficulty is not temporary, but we believe the customer is willing and able to repay their loan at a lower payment amount, we may offer to modify the interest rate and/or extend the term in order to lower the scheduled monthly payment. In those cases, the outstanding balance generally remains unchanged. The use of interest rate modifications and term extensions helps us mitigate financial loss. Term extensions may assist in cases where we believe the customer will recover from short-term financial difficulty and resume regularly scheduled payments. Before offering an interest rate modification or term extension, we evaluate and take into account the capacity of the customer to meet the revised payment terms. Although the granting of an extension could delay the eventual charge-off of a receivable, we are typically able to repossess and sell the related collateral, thereby mitigating the loss. The effect of most loan modifications made to borrowers experiencing financial difficulty is included in the historical trends used to measure the allowance for credit losses. A loan modification that improves the delinquency status of a borrower reduces the probability of default, which results in a lower allowance for credit losses. At March 31, 2024, an insignificant portion of our total finance receivables portfolio had been granted a loan modification and these modifications are generally treated as a continuation of the existing loan.

Allowance for Credit Losses

The allowance for credit losses represents our estimate of the lifetime expected credit losses inherent in finance receivables as of the balance sheet date. The adequacy of the allowance for credit losses is assessed quarterly.

Adjustments to the allowance for credit losses are made by recording charges to the Provision for credit losses on our consolidated income statements. The uncollectible portion of a finance receivable is charged to the allowance for credit losses at the earlier of when an account is deemed to be uncollectible or when an account is 120 days delinquent, taking into consideration the financial condition of the customer or borrower, the value of the collateral, recourse to guarantors, and other factors.

Charge-offs on finance receivables include uncollected amounts related to principal, interest, late fees, and other allowable charges. Recoveries on finance receivables previously charged off as uncollectible are credited to the allowance for credit losses. In the event we repossess the collateral, the receivable is charged off and the collateral is recorded at its estimated fair value less costs to sell and reported in Other assets on our consolidated balance sheets.

An analysis of the allowance for credit losses related to finance receivables for the periods ended March 31 was as follows (in millions):


	First Quarter 2023						First Quarter 2024
	Consumer		Non-Consumer		Total		Consumer		Non-Consumer		Total
Allowance for credit losses
Beginning balance	$	838	$	7	$	845	$	879	$	3	$	882
Charge-offs	(96)		—		(96)		(129)		—		(129)
Recoveries	38		1		39		39		3		42
Provision for credit losses	78		(1)		77		91		(3)		88
Other (a)	5		—		5		(3)		—		(3)
Ending balance	$	863	$	7	$	870	$	877	$	3	$	880

__________

(a)Primarily represents amounts related to translation adjustments.

During the first quarter of 2024, the allowance for credit losses decreased $2 million, driven by the impact of improvement in our U.S. macroeconomic outlook assumptions, offset partially by an increase in finance receivables. Net charge-offs increased from a year ago, reflecting continuing normalization from lower levels following the COVID-19 pandemic. While credit performance has remained strong, high inflationary pressure and high interest rates have caused economic uncertainty, which we expect will have an unfavorable impact on our future consumer credit losses. We will continue to monitor economic trends and conditions and portfolio performance and will adjust the reserve accordingly.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5. NET INVESTMENT IN OPERATING LEASES

Net investment in operating leases consists primarily of lease contracts for vehicles with individuals, daily rental companies, and fleet customers with terms of 60 months or less. Included in Net investment in operating leases are net investment in operating leases that have been sold for legal purposes in securitization transactions but continue to be reported in our consolidated financial statements. See Note 6 for additional information.

Net investment in operating leases was as follows (in millions):


	December 31, 2023		March 31, 2024
Vehicles, at cost (a)	$	24,182	$	23,907
Accumulated depreciation	(3,850)		(3,797)
Net investment in operating leases	$	20,332	$	20,110

__________

(a)Includes vehicle acquisition costs less interest supplements and residual support payments we receive on certain leasing transactions under agreements with Ford and affiliated companies, and deferral method investment tax credits.

NOTE 6. TRANSFERS OF RECEIVABLES AND VARIABLE INTEREST ENTITIES

We securitize finance receivables and net investment in operating leases through a variety of programs using amortizing, variable funding, and revolving structures. We also sell finance receivables, or pledge them as collateral in certain transactions outside of the United States, in other types of structured financing transactions. Due to the similarities between securitization and structured financing, we refer to structured financings as securitization transactions. Our securitization programs are targeted to institutional investors in both public and private transactions in capital markets primarily in the United States, Canada, Germany, Italy, the United Kingdom, and China.

The finance receivables sold for legal purposes and net investment in operating leases included in securitization transactions are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions. They are not available to pay our other obligations or the claims of our other creditors. The debt is the obligation of our consolidated securitization entities and not the obligation of Ford Credit or our other subsidiaries. We hold the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions.

We use special purpose entities (“SPEs”) to issue asset-backed securities in our securitization transactions. We have deemed most of these SPEs to be VIEs of which we are the primary beneficiary, and therefore, are consolidated. The SPEs are established for the sole purpose of financing the securitized financial assets. The SPEs are generally financed through the issuance of notes or commercial paper into the public or private markets or directly with conduits.

We continue to recognize our financial assets related to our sales of receivables when the financial assets are sold to a consolidated VIE or a consolidated voting interest entity. We derecognize our financial assets when the financial assets are sold to a non-consolidated entity and we do not maintain control over the financial assets.

We have the power to direct significant activities of our SPEs when we have the ability to exercise discretion in the servicing of financial assets, issue additional debt, exercise a unilateral call option, add assets to revolving structures, or control investment decisions. We generally retain a portion of the economic interests in the asset-backed securitization transactions, which could be retained in the form of a portion of the senior interests, the subordinated interests, cash reserve accounts, residual interests, and servicing rights. The transfers of assets in our securitization transactions do not qualify for accounting sale treatment.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6. TRANSFERS OF RECEIVABLES AND VARIABLE INTEREST ENTITIES (Continued)

We have no obligation to repurchase or replace any securitized asset that subsequently becomes delinquent in payment or otherwise is in default, except when representations and warranties about the eligibility of the securitized assets are breached, or when certain changes are made to the underlying asset contracts. Securitization investors have no recourse to us or our other assets other than as provided above and have no right to require us to repurchase the asset-backed securities. We generally have no obligation to provide liquidity or contribute cash or additional assets to the VIEs and do not guarantee any asset-backed securities. We may be required to support the performance of certain securitization transactions, however, by increasing cash reserves.

Certain of our securitization entities may enter into derivative transactions to mitigate interest rate exposure, primarily resulting from fixed-rate assets securing floating-rate debt. In certain instances, the counterparty enters into offsetting derivative transactions with us to mitigate its interest rate risk resulting from derivatives with our securitization entities. These related derivatives are not the obligations of our securitization entities. See Note 7 for additional information regarding the accounting for derivatives.

Most of these securitization transactions utilize VIEs. The following tables show the assets and debt related to our securitization transactions that were included in our consolidated financial statements (in billions):


	December 31, 2023
	Cash and Cash Equivalents		Finance Receivables and Net Investment in Operating Leases (a)						Related Debt (c)
			Before Allowance for Credit Losses		Allowance for Credit Losses		After Allowance for Credit Losses
VIE (b)
Retail financing	$	1.6	$	35.7	$	(0.4)	$	35.3	$	29.1
Wholesale financing	0.2		20.8		—		20.8		11.6
Finance receivables	1.8		56.5		(0.4)		56.1		40.7
Net investment in operating leases	0.5		11.2		—		11.2		7.5
Total VIE	$	2.3	$	67.7	$	(0.4)	$	67.3	$	48.2

Non-VIE
Retail financing	$	0.4	$	10.3	$	(0.1)	$	10.2	$	9.4
Wholesale financing	—		0.5		—		0.5		0.4
Finance receivables	0.4		10.8		(0.1)		10.7		9.8
Net investment in operating leases	—		—		—		—		—
Total Non-VIE	$	0.4	$	10.8	$	(0.1)	$	10.7	$	9.8

Total securitization transactions
Retail financing	$	2.0	$	46.0	$	(0.5)	$	45.5	$	38.5
Wholesale financing	0.2		21.3		—		21.3		12.0
Finance receivables	2.2		67.3		(0.5)		66.8		50.5
Net investment in operating leases	0.5		11.2		—		11.2		7.5
Total securitization transactions	$	2.7	$	78.5	$	(0.5)	$	78.0	$	58.0

__________

(a)Unearned interest supplements and residual support are excluded from securitization transactions.

(b)Includes assets to be used to settle the liabilities of the consolidated VIEs.

(c)Includes unamortized discount and debt issuance costs.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6. TRANSFERS OF RECEIVABLES AND VARIABLE INTEREST ENTITIES (Continued)


	March 31, 2024
	Cash and Cash Equivalents		Finance Receivables and Net Investment in Operating Leases (a)						Related Debt (c)
			Before Allowance for Credit Losses		Allowance for Credit Losses		After Allowance for Credit Losses
VIE (b)
Retail financing	$	1.6	$	35.2	$	(0.3)	$	34.9	$	29.1
Wholesale financing	0.8		21.6		—		21.6		8.9
Finance receivables	2.4		56.8		(0.3)		56.5		38.0
Net investment in operating leases	0.5		11.2		—		11.2		7.7
Total VIE	$	2.9	$	68.0	$	(0.3)	$	67.7	$	45.7

Non-VIE
Retail financing	$	0.4	$	9.8	$	(0.1)	$	9.7	$	9.0
Wholesale financing	—		0.4		—		0.4		0.2
Finance receivables	0.4		10.2		(0.1)		10.1		9.2
Net investment in operating leases	—		—		—		—		—
Total Non-VIE	$	0.4	$	10.2	$	(0.1)	$	10.1	$	9.2

Total securitization transactions
Retail financing	$	2.0	$	45.0	$	(0.4)	$	44.6	$	38.1
Wholesale financing	0.8		22.0		—		22.0		9.1
Finance receivables	2.8		67.0		(0.4)		66.6		47.2
Net investment in operating leases	0.5		11.2		—		11.2		7.7
Total securitization transactions	$	3.3	$	78.2	$	(0.4)	$	77.8	$	54.9

__________

(a)Unearned interest supplements and residual support are excluded from securitization transactions.

(b)Includes assets to be used to settle the liabilities of the consolidated VIEs.

(c)Includes unamortized discount and debt issuance cost.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

In the normal course of business, our operations are exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates. To manage these risks, we enter into highly effective derivative contracts. We have elected to apply hedge accounting to certain derivatives. Derivatives that are designated in hedging relationships are evaluated for effectiveness using regression analysis at the time they are designated and throughout the hedge period. Some derivatives do not qualify for hedge accounting; for others, we elect not to apply hedge accounting.

Income Effect of Derivative Financial Instruments

The gains/(losses), by hedge designation, reported in income for the periods ended March 31 were as follows (in millions):


	First Quarter
	2023		2024
Fair value hedges
Interest rate contracts
Net interest settlements and accruals on hedging instruments	$	(140)	$	(96)
Fair value changes on hedging instruments	250		(243)
Fair value changes on hedged debt	(279)		220
Cross-currency interest rate swap contracts
Net interest settlements and accruals on hedging instruments	(14)		(29)
Fair value changes on hedging instruments	22		(64)
Fair value changes on hedged debt	(19)		62
Derivatives not designated as hedging instruments
Interest rate contracts	(12)		48
Foreign currency exchange contracts (a)	(22)		92
Cross-currency interest rate swap contracts	85		(166)
Total	$	(129)	$	(176)

__________

(a)Reflects forward contracts between us and an affiliated company.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

Balance Sheet Effect of Derivative Financial Instruments

Derivative assets and liabilities are reported on the balance sheets at fair value and are presented on a gross basis. The notional amounts of the derivative instruments do not necessarily represent amounts exchanged by the parties and are not a direct measure of our financial exposure. We also enter into master agreements with counterparties that may allow for netting of exposures in the event of default or breach of the counterparty agreement. Collateral represents cash received or paid under reciprocal arrangements that we have entered into with our derivative counterparties, which we do not use to offset our derivative assets and liabilities.

The fair value of our derivative instruments and the associated notional amounts were as follows (in millions):


	December 31, 2023						March 31, 2024
	Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Fair value hedges
Interest rate contracts	$	12,119	$	106	$	633	$	16,307	$	84	$	769
Cross-currency interest rate swap contracts	2,078		69		104		3,155		41		115
Derivatives not designated as hedging instruments
Interest rate contracts	73,134		465		1,036		73,109		489		928
Foreign currency exchange contracts (a)	10,276		59		116		10,955		99		49
Cross-currency interest rate swap contracts	7,100		119		252		6,529		99		291
Total derivative financial instruments, gross (b) (c)	$	104,707	$	818	$	2,141	$	110,055	$	812	$	2,152

__________

(a)Includes forward contracts between us and an affiliated company, including offsetting forward contracts with our consolidated entities, totaling $7.3 billion in notional amounts and $46 million in both assets and liabilities at March 31, 2024.

(b)At December 31, 2023 and March 31, 2024, we held collateral of $40 million and $33 million, respectively, and we posted collateral of $126 million and $108 million, respectively.

(c)At December 31, 2023 and March 31, 2024, the fair value of assets and liabilities available for counterparty netting was $516 million and $471 million, respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. OTHER ASSETS AND OTHER LIABILITIES

Other assets and Other liabilities consist of various balance sheet items that are combined for financial statement presentation due to their respective materiality compared with other individual asset and liability items.

Other assets were as follows (in millions):


	December 31, 2023		March 31, 2024
Prepaid reinsurance premiums and other reinsurance recoverables	$	818	$	828
Accrued interest and other non-finance receivables	677		671
Collateral held for resale, at net realizable value	426		390
Property and equipment, net of accumulated depreciation (a)	270		279
Investment in non-consolidated affiliates	167		174
Deferred charges - income taxes	190		163
Restricted cash	137		102
Operating lease assets	53		48
Other	202		224
Total other assets	$	2,940	$	2,879

__________

(a)Accumulated depreciation was $453 million and $462 million at December 31, 2023 and March 31, 2024, respectively.

Other liabilities were as follows (in millions):


	December 31, 2023		March 31, 2024
Interest payable	$	963	$	1,068
Unearned insurance premiums and fees	930		939
Income tax and related interest (a)	186		193
Payroll and employee benefits	96		85
Operating lease liabilities	55		50
Other	229		244
Total other liabilities	$	2,459	$	2,579

__________

(a)Includes income tax and interest payable to affiliated companies of $62 million and $32 million at December 31, 2023 and March 31, 2024, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 9. DEBT

Debt outstanding and interest rates were as follows (in millions):


					Interest Rates
	Debt				Average Contractual				Average Effective
	December 31, 2023		March 31, 2024		2023		2024		2023		2024
Short-term debt
Unsecured debt
Floating rate demand notes	$	10,907	$	11,009
Other short-term debt	4,593		4,211
Asset-backed debt (a)	3,158		1,921
Total short-term debt	18,658		17,141		5.3	%	5.2	%	5.3	%	5.2	%
Long-term debt
Unsecured debt
Notes payable within one year	11,755		10,917
Notes payable after one year	45,435		49,842
Asset-backed debt (a)
Notes payable within one year	18,851		21,120
Notes payable after one year	36,074		31,910
Unamortized (discount)/premium	9		—
Unamortized issuance costs	(237)		(254)
Fair value adjustments (b)	(1,258)		(1,418)
Total long-term debt	110,629		112,117		4.7	%	4.8	%	4.7	%	4.8	%
Total debt	$	129,287	$	129,258	4.8	%	4.9	%	4.8	%	4.9	%

Fair value of debt (c)	$	130,533	$	130,954

__________

(a)Asset-backed debt issued in securitizations is the obligation of the consolidated securitization entity that issued the debt and is payable only out of collections on the underlying securitized assets and related enhancements. This asset-backed debt is not the obligation of Ford Credit or our other subsidiaries.

(b)These adjustments are related to hedging activity and include discontinued hedging relationship adjustments of $(681) million and $(607) million at December 31, 2023 and March 31, 2024, respectively. The carrying value of hedged debt was $38.7 billion and $40.3 billion at December 31, 2023 and March 31, 2024, respectively.

(c)At December 31, 2023 and March 31, 2024, the fair value of debt includes $15.5 billion and $15.2 billion of short-term debt, respectively, carried at cost, which approximates fair value. All other debt is categorized within Level 2 of the fair value hierarchy.

NOTE 10. OTHER INCOME/(LOSS)

Other income/(loss) consists of various line items that are combined on the consolidated income statements due to their respective materiality compared with other individual income and expense items.

The amounts included in Other income/(loss), net for the periods ended March 31 were as follows (in millions):


	First Quarter
	2023		2024
Interest and investment income	$	135	$	142
Gains/(losses) on derivatives	68		(75)
Currency revaluation gains/(losses)	(109)		70

Other	6		2
Total other income/(loss), net	$	100	$	139

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 11. 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. Our segments are: the United States and Canada, Europe, and All Other. Our All Other segment includes our operations in China, Mexico, and our joint venture in South Africa, as well as wind down activities in Brazil, Argentina, and India.

We measure the performance of our segments primarily on an income before income taxes basis, after excluding market valuation adjustments to derivatives and exchange-rate fluctuations on foreign currency-denominated transactions, which are reflected in Unallocated Other. These adjustments are excluded when assessing our segment performance because they are carried out at the corporate level.

Key financial information for our business segments for the periods ended or at March 31 was as follows (in millions):


	United States and Canada		Europe		All Other		Total Segments		Unallocated Other		Total
First Quarter 2023
Total revenue	$	2,170	$	284	$	102	$	2,556	$	—	$	2,556
Income before income taxes	273		78		22		373		(70)		303
Depreciation on vehicles subject to operating leases	557		2		—		559		—		559
Interest expense	1,195		130		51		1,376		16		1,392
Provision for credit losses	63		4		10		77		—		77
Net finance receivables and net investment in operating leases	98,659		20,225		4,943		123,827		—		123,827
Total assets	109,955		23,355		5,622		138,932		—		138,932

First Quarter 2024
Total revenue	$	2,616	$	371	$	119	$	3,106	$	—	$	3,106
Income before income taxes	263		72		20		355		(29)		326
Depreciation on vehicles subject to operating leases	603		7		—		610		—		610
Interest expense	1,460		221		69		1,750		98		1,848
Provision for credit losses	70		7		11		88		—		88
Net finance receivables and net investment in operating leases	110,674		19,981		4,819		135,474		—		135,474
Total assets	120,368		23,991		5,350		149,709		—		149,709

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 12. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies primarily consist of guarantees and indemnifications as well as litigation and claims.

Guarantees and Indemnifications

Guarantees and indemnifications are recorded at fair value at their inception. For financial guarantees, subsequent to initial recognition, the guarantee liability is adjusted at each reporting period to reflect the current estimate of expected payments resulting from possible default events over the remaining life of the guarantee. For non-financial guarantees, we regularly review our performance risk under these arrangements, and in the event it becomes probable we will be required to perform under a guarantee or indemnity, the amount of probable payment is recorded.

The maximum potential payments under these guarantees and limited indemnities totaled $90 million and $92 million at December 31, 2023 and March 31, 2024, respectively. Of these values, $48 million and $52 million at December 31, 2023 and March 31, 2024, respectively, were counter-guaranteed by Ford to us. There were no recorded liabilities related to guarantees and limited indemnities at December 31, 2023 or March 31, 2024.

In some cases, we have guaranteed debt and other financial obligations of outside third parties and unconsolidated affiliates, including Ford. Expiration dates vary, and guarantees will terminate on payment and/or cancellation of the underlying obligation. A payment by us would be triggered by failure of the third party to fulfill its obligation covered by the guarantee. In some circumstances, we are entitled to recover from a third party amounts paid by us under the guarantee.

In the ordinary course of business, we execute contracts involving indemnifications standard in the industry and indemnifications specific to a transaction, such as the sale of a business. These indemnifications might include and are not limited to claims relating to any of the following: environmental, tax, and shareholder matters; intellectual property rights; governmental regulations and employment-related matters; dealer and other commercial contractual relationships; and financial matters, such as securitizations. Performance under these indemnities generally would be triggered by a breach of contract claim brought by a counterparty or a third-party claim. While some of these indemnifications are limited in nature, many of them do not limit potential payment. Therefore, we are unable to estimate a maximum amount of future payments that could result from claims made under these unlimited indemnities.

Litigation and Claims

Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against us. These include, but are not limited to, matters arising out of governmental regulations; tax matters; alleged illegal acts resulting in fines or penalties; financial services; employment-related matters; dealer and other contractual relationships; investor matters; and financial reporting matters. Certain of the pending legal actions are, or purport to be, class actions. Some of the matters involve or may involve claims for compensatory, punitive, or antitrust or other treble damages in very large amounts, sanctions, assessments, or other relief, which, if granted, would require very large expenditures.

The extent of our financial exposure to these matters is difficult to estimate. Many matters do not specify a dollar amount for damages, and many others specify only a jurisdictional minimum. To the extent an amount is asserted, our historical experience suggests that in most instances the amount asserted is not a reliable indicator of the ultimate outcome.

We accrue for matters when losses are deemed probable and reasonably estimable. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood that we will prevail, and the severity of any potential loss. We reevaluate and update our accruals as matters progress over time.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY LLC AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 12. COMMITMENTS AND CONTINGENCIES (Continued)

For nearly all matters where our historical experience with similar matters is of limited value (i.e., “non-pattern matters”), we evaluate the matters primarily based on the individual facts and circumstances. For non-pattern matters, we evaluate whether there is a reasonable possibility of a material loss in excess of any accrual that can be estimated. It is reasonably possible that some of the matters for which accruals have not been established could be decided unfavorably and could require us to pay damages or make other expenditures. We do not reasonably expect, based on our analysis, that such matters would have a material effect on future financial statements for a particular year, although such an outcome is possible.

As noted, the litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. Our assessments are based on our knowledge and experience, but the ultimate outcome of any matter could require payment substantially in excess of the amount that we have accrued and/or disclosed.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Definitions and Information Regarding Causal Factors

In general, we measure period-over-period changes in earnings before taxes (“EBT”) using the causal factors listed below:

•Volume and Mix – Volume and Mix are primarily reflected within Net financing margin on the consolidated income statements.

◦Volume primarily measures changes in net financing margin driven by changes in average net receivables excluding the allowance for credit losses at prior period financing margin yield (defined below in financing margin) at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicles sold and leased, the extent to which we purchase retail financing and operating lease contracts, the extent to which we provide wholesale financing, the sales price of the vehicles financed, the level of dealer inventories, Ford-sponsored special financing programs available exclusively through us, and the availability of cost-effective funding.

◦Mix primarily measures changes in net financing margin driven by period-over-period changes in the composition of our average net receivables excluding the allowance for credit losses by product within each region.

•Financing Margin – Financing Margin is reflected within Net financing margin on the consolidated income statements.

◦Financing margin variance is the period-over-period change in financing margin yield multiplied by the present period average net receivables excluding the allowance for credit losses at prior period exchange rates. This calculation is performed at the product and country level and then aggregated. Financing margin yield equals revenue, less interest expense and scheduled depreciation for the period, divided by average net receivables excluding the allowance for credit losses for the same period.

◦Financing margin changes are driven by changes in revenue and interest expense. Changes in revenue are primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and competitive environment. Changes in interest expense are primarily driven by the level of market interest rates, borrowing spreads, and asset-liability management.

•Credit Loss – Credit Loss is reflected within Provision for credit losses on the consolidated income statements.

◦Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes, management splits the provision for credit losses into net charge-offs and the change in the allowance for credit losses.

◦Net charge-off changes are primarily driven by the number of repossessions, severity per repossession, and recoveries. Changes in the allowance for credit losses are primarily driven by changes in historical trends in credit losses and recoveries, changes in the composition and size of our present portfolio, changes in trends in historical used vehicle values, and changes in forward looking macroeconomic conditions. For additional information, refer to the “Critical Accounting Estimates - Allowance for Credit Losses” section of Item 7 of Part II of our 2023 Form 10-K Report.

•Lease Residual – Lease Residual is reflected within Depreciation on vehicles subject to operating leases on the consolidated income statements.

◦Lease residual measures changes to residual performance at prior period exchange rates. For analysis purposes, management splits residual performance primarily into residual gains and losses, and the change in accumulated supplemental depreciation.

◦Residual gain and loss changes are primarily driven by the number of vehicles returned to us and sold, and the difference between the auction value and the depreciated value (which includes both base and accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental depreciation are primarily driven by changes in our estimate of the expected auction value at the end of the lease term and changes in our estimate of the number of vehicles that will be returned to us and sold. Depreciation on vehicles subject to operating leases includes early termination losses on operating leases due to customer default events. For additional information, refer to the “Critical Accounting Estimates – Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2023 Form 10-K Report.

•Exchange – Reflects changes in EBT driven by the effects of converting functional currency income to U.S. dollars.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

•Other – Primarily includes Operating expenses, Other revenue, Insurance expenses, and Other income/(Loss), net on the consolidated income statements at prior period exchange rates.

◦Changes in operating expenses are primarily driven by salaried personnel costs, facilities costs, and costs associated with the origination and servicing of customer contracts.

◦In general, other income/(loss) changes are primarily driven by changes in earnings related to market valuation adjustments to derivatives (primarily related to movements in interest rates), which are included in unallocated risk management, and other miscellaneous items.

In addition, the following definitions and calculations apply to the charts contained in Item 2 of this Report:

•Cash (as shown in the Funding and Liquidity section) – Cash and cash equivalents, Marketable securities, and restricted cash reported on Ford Credit’s consolidated balance sheets, excluding amounts related to insurance activities.

•Debt (as shown in the Key Metrics and Leverage tables) – Debt on Ford Credit’s consolidated balance sheets. Includes debt issued in securitizations and payable only out of collections on the underlying securitized assets and related enhancements. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions.

•Earnings Before Taxes – Reflects Income before income taxes as reported on our consolidated income statements.

•Loss-to-Receivables (“LTR”) Ratio (as shown in Credit Loss tables) – LTR ratio is calculated using net charge-offs divided by average finance receivables, excluding unearned interest supplements and the allowance for credit losses.

•Reserve as a % of EOP Receivables Ratio (as shown in the Credit Loss tables) – The reserve as a percentage of EOP receivables ratio is calculated as the credit loss reserve amount, divided by end of period (“EOP”) finance receivables, excluding unearned interest supplements and the allowance for credit losses.

•Return on Equity (“ROE”) (as shown in the Key Metrics table) – Reflects return on equity calculated by annualizing net income for the period and dividing by monthly average equity for the period.

•Securitization and Restricted Cash (as shown in the Liquidity table) – Securitization cash is held for the benefit of the securitization investors (for example, a reserve fund). Restricted cash primarily includes cash held to meet certain local governmental and regulatory reserve requirements and cash held under the terms of certain contractual agreements.

•Securitizations (as shown in the Public Term Funding Plan table) – Public securitization transactions, Rule 144A offerings sponsored by Ford Credit, and widely distributed offerings by Ford Credit Canada.

•Term Asset-Backed Securities (“ABS”) (as shown in the Funding Structure table) – Obligations issued in securitization transactions that are payable only out of collections on the underlying securitized assets and related enhancements.

•Total Net Receivables (as shown in the Key Metrics and Financial Condition tables) – Includes finance receivables (retail financing and wholesale) sold for legal purposes and net investment in operating leases included in securitization transactions that do not satisfy the requirements for accounting sale treatment. These receivables and operating leases are reported on Ford Credit’s consolidated balance sheets and are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions; they are not available to pay the other obligations of Ford Credit or the claims of Ford Credit’s other creditors.

•Unallocated Other (as shown in the Segment Results table) – Items excluded in assessing segment performance because they are managed at the corporate level, including market valuation adjustments to derivatives and exchange-rate fluctuations on foreign currency-denominated transactions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Results of Operations

Key Metrics


	First Quarter
GAAP Financial Measures	2023			2024			H / (L)
Total Net Receivables ($B)	$	123.8		$	135.5		$	11.7
Loss-to-Receivables (bps) (a)	35			47			12
Auction values (b)	$	31,000		$	28,050		(10)		%
EBT ($M)	$	303		$	326		$	23
ROE (%)	8.1		%	7.0		%	(1.1) ppts

Other Balance Sheet Metrics
Debt ($B)	$	119.6		$	129.3		$	9.7
Net liquidity ($B)	$	26.1		$	27.0		$	0.9
Financial statement leverage (to 1)	9.8			9.6			(0.2)

__________

(a)United States retail financing only.

(b)United States 36-month off-lease auction values at Q1 2024 mix.

First Quarter 2024 Compared with First Quarter 2023

The following table shows the factors that contributed to first quarter 2024 EBT (in millions):


Change in EBT by Causal Factor
First quarter 2023 EBT	$	303
Volume / Mix	34
Financing margin	125
Credit loss	(10)
Lease residual	(126)
Exchange	8
Other	(8)
First quarter 2024 EBT	$	326

Our first quarter 2024 EBT of $326 million was $23 million higher than a year ago, explained primarily by higher financing margin and favorable volume and mix, offset partially by unfavorable lease residual performance. ROE was 7.0%, 1.1 percentage points lower than a year ago, driven by higher equity and lower net income. Total net receivables were $135.5 billion, $11.7 billion or 9% higher than a year ago, reflecting the impact of increased consumer and non-consumer financing, offset partially by a smaller lease portfolio. The first quarter 2024 U.S. LTR ratio of 47 basis points increased from a year ago, but remained low by historical standards. U.S. auction values in the first quarter of 2024 were lower compared to a year ago. At the end of the first quarter of 2024, we had $27.0 billion in net liquidity.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Segment Results

Results of operations by segment and Unallocated Other for the periods ended March 31 are shown below (in millions):


	First Quarter
	2023		2024		H / (L)
Results
Unites States and Canada segment	$	273	$	263	$	(10)
Europe segment	78		72		(6)
All Other segment	22		20		(2)
Total segments	$	373	$	355	$	(18)
Unallocated other	(70)		(29)		41
Earnings before taxes	$	303	$	326	$	23
(Provision for)/Benefit from income taxes	(63)		(92)		(29)
Net income	$	240	$	234	$	(6)

For additional information, see Note 11 of our Notes to the Financial Statements.

United States and Canada Segment

The United States and Canada segment first quarter 2024 EBT of $263 million was $10 million lower than first quarter 2023, explained primarily by unfavorable lease residual performance and insurance storm losses offset partially by higher financing margin.

Europe Segment

The Europe segment first quarter 2024 EBT of $72 million was $6 million lower than first quarter 2023, explained primarily by separation costs.

All Other Segment

The All Other segment first quarter 2024 EBT of $20 million was $2 million lower than first quarter 2023, explained primarily by higher operating expenses.

Unallocated Other

Unallocated Other was a $29 million loss for first quarter 2024, a $41 million improvement from first quarter 2023, explained primarily by a decrease in unfavorable derivative market valuation adjustments compared to prior year.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Financing Shares and Contract Placement Volume

Our focus is on supporting Ford and Lincoln dealers and customers. This includes going to market with Ford and our dealers to support vehicle sales with financing products and marketing programs. Ford’s marketing programs may encourage or require Ford Credit financing and influence the financing choices customers make. As a result, our financing share, volume, and contract characteristics vary from period to period as Ford’s marketing programs change.

The following table shows our retail financing and operating lease share of new Ford and Lincoln brand sales, wholesale financing share of new Ford and Lincoln brand vehicles acquired by dealers (in percent), and contract placement volume for new and used vehicles (in thousands) in several key markets:


	First Quarter
	2023		2024
Share of Ford and Lincoln Sales (a)
United States	48	%	60	%
Canada	76		65
United Kingdom	33		33
Germany	31		35
China	43		27

Wholesale Share
United States	71	%	71	%
United Kingdom	100		100
Germany	87		89
China	70		69

Contract Placement Volume - New and Used (000)
United States	187		226
Canada	27		27
United Kingdom	23		21
Germany	14		16
China	22		16

__________

(a)United States and Canada exclude fleet sales, other markets include fleet sales.

United States contract placement volumes in the first quarter of 2024 were higher than a year ago, reflecting higher Ford Credit share and Ford deliveries. Canada contract placement volumes in the first quarter of 2024 were flat compared to a year ago, reflecting lower Ford Credit share and higher Ford deliveries. United Kingdom contract placement volumes in the first quarter of 2024 were down, driven by lower Ford deliveries. Germany contract placement volumes in the first quarter of 2024 were higher compared to a year ago, reflecting higher Ford Credit financing share and higher used vehicle financing. China contract placement volumes in the first quarter of 2024 were lower than a year ago, reflecting lower Ford Credit share and Ford deliveries.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Financial Condition

Our receivables, including finance receivables and operating leases, were as follows (in billions):


	March 31, 2023		December 31, 2023		March 31, 2024
Net Receivables
United States and Canada Segment
Consumer financing	$	57.0	$	62.2	$	64.0
Non-Consumer financing	20.7		25.4		26.8
Net investment in operating leases	21.0		20.1		19.9
Total United States and Canada Segment	$	98.7	$	107.7	$	110.7

Europe Segment
Consumer financing	$	11.2	$	11.7	$	11.8
Non-Consumer financing	8.9		8.3		8.0
Net investment in operating leases	0.1		0.3		0.2
Total Europe Segment	$	20.2	$	20.3	$	20.0

All Other Segment
Consumer financing	$	3.8	$	3.6	$	3.4
Non-Consumer financing	1.1		1.6		1.4
Net investment in operating leases	—		—		—
Total Other Segment	$	4.9	$	5.2	$	4.8

Total net receivables	$	123.8	$	133.2	$	135.5

At March 31, 2023, December 31, 2023, and March 31, 2024, total net receivables includes consumer receivables before allowance for credit losses of $43.9 billion, $46.0 billion, and $45.0 billion, respectively, and non-consumer receivables before allowance for credit losses of $17.6 billion, $21.3 billion, and $22.0 billion, respectively, that have been sold for legal purposes in securitization transactions but continue to be reported in our consolidated financial statements. In addition, at March 31, 2023, December 31, 2023, and March 31, 2024, total net receivables includes net investment in operating leases of $9.5 billion, $11.2 billion, and $11.2 billion, respectively, that have been included in securitization transactions but continue to be reported in our consolidated financial statements. The receivables and net investment in operating leases are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions; they are not available to pay the other obligations or the claims of our other creditors. We hold the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions. For additional information on our securitization transactions, refer to the “Securitization Transactions” and “On-Balance Sheet Arrangements” sections of Item 7 of Part II of our 2023 Form 10-K Report and Note 6 of our Notes to the Financial Statements herein.

Total net receivables at March 31, 2024 were $11.7 billion and $2.3 billion higher compared with March 31, 2023 and December 31, 2023, respectively, resulting from higher consumer and non-consumer financing, offset partially by lower operating leases.

Our operating lease portfolio was 15% of total net receivables at March 31, 2024. Leasing is an important product, and our leasing strategy balances sales, share, residuals, and long-term profitability. Operating leases in the United States and Canada represent 99% of our total operating lease portfolio.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Credit Risk

Credit risk is the possibility of loss from a customer’s or dealer’s failure to make payments according to contract terms. Credit losses are a normal part of a lending business, and credit risk has a significant impact on our business. We manage the credit risk of our consumer (retail financing) and non-consumer (dealer financing) receivables to balance our level of risk and return using our consistent underwriting standards, effective proprietary scoring system (discussed below), and world-class servicing. The allowance for credit losses (also referred to as the credit loss reserve) represents our estimate of the expected credit losses inherent in our finance receivables for the lifetime of those receivables as of the balance sheet date. The allowance for credit losses is estimated using a combination of models and management judgment and is based on such factors as historical loss performance, portfolio quality, receivable levels, and forward-looking macroeconomic scenarios. The adequacy of our allowance for credit losses is assessed quarterly and the assumptions and models used in establishing the allowance are evaluated regularly.

Most of our charge-offs are related to retail financing. Net charge-offs are affected by the number of vehicle repossessions, the unpaid balance outstanding at the time of repossession, the auction price of repossessed vehicles, and other amounts owed. We also incur credit losses on our dealer financing, but default rates for these receivables historically have been substantially lower than those for retail financing.

In purchasing retail financing contracts, we use a proprietary scoring system that measures credit quality using information from sources including the credit application, proposed contract terms, credit bureau data, and other information. After a proprietary risk score is generated, we decide whether to purchase a contract using a decision process based on a judgmental evaluation of the applicant, the credit application, the proposed contract terms, credit bureau information (e.g., FICO score), proprietary risk score, and other information. Our evaluation emphasizes the applicant’s ability to pay and the applicant’s creditworthiness with a focus on payment, affordability, applicant credit history, and stability as key considerations. While FICO is a part of our scoring system, our models enable us to more effectively determine the probability that a customer will pay than using credit scores alone. When we originate business, our models project expected losses and we price accordingly. We ensure the business fits our risk appetite.

For additional information on our allowance for credit losses and the quality of our receivables, see Note 4 of our Notes to the Financial Statements.

United States Origination Metrics

The following table shows United States retail financing and operating lease average placement FICO and higher risk portfolio mix metrics. Also shown are extended term mix and United States retail financing average placement terms.


	First Quarter
	2023		2024
Origination Metrics
Retail & lease average placement FICO	751		758
Retail & lease higher risk portfolio mix	4	%	4	%
Retail greater than or equal to 84 months placement mix	8	%	5	%
Retail average placement term (months)	62		66

Our first quarter 2024 average placement FICO score increased compared with the same period a year ago, and remains strong. We support customers across the credit spectrum. Our higher risk business, as classified at contract inception, represents 4% of our portfolio and has been stable for over 15 years.

During the first quarter of 2024, our average retail financing placement term was higher compared to a year ago. Retail financing contracts of 84 months and longer decreased compared to a year ago and continue to be a small part of our business. We remain focused on managing the trade cycle – building customer relationships and loyalty while offering financing products and terms that customers want. Our origination and risk management processes deliver robust portfolio performance.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

United States Retail Financing Credit Losses

The following table shows the primary drivers of credit losses in the United States retail financing business, which comprised 74% of our worldwide consumer finance receivables at March 31, 2024.


	First Quarter
	2023			2024
Credit Loss Drivers
Over-60-Day delinquencies (excl. bankruptcies)	0.17		%	0.20		%
Repossessions (000)	4			5
Repossession ratio	0.83		%	1.07		%
Loss severity (000) (a)	$	10.6		$	15.1
Net charge-offs ($M)	$	44		$	67
LTR ratio (%) (b)	0.35		%	0.47		%

__________

(a)The expected difference between the amount a customer owes when the finance contract is charged off and the amount received, net of expenses, from selling the repossessed vehicle.

(b)See Definitions and Information Regarding Causal Factors section for calculation.

Delinquencies have normalized to pre-pandemic levels. While increasing from a year ago, repossession ratio and LTR ratio continue to be low by historical standards. Loss severity increased from a year ago, reflecting higher average amount financed as well as lower auction values. While credit performance has remained strong, high inflationary pressure and high interest rates have caused economic uncertainty which we expect will have an unfavorable impact on our future retail credit losses.

Worldwide Credit Losses

The following table shows key metrics related to worldwide credit losses:


	First Quarter
	2023			2024
Net charge-offs ($M)	$	57		$	87
LTR ratio (%) (a)	0.23		%	0.30		%
Credit loss reserve ($M)	$	870		$	880
Reserve as percent of EOP Receivables (a)	0.82		%	0.73		%

__________

(a)See Definitions and Information Regarding Causal Factors section for calculation.

Our worldwide credit loss metrics remain strong. Net charge-offs and the worldwide LTR ratio in the first quarter of 2024 increased from a year ago, reflecting continuing normalization from lower levels following the COVID-19 pandemic.

Our credit loss reserve is based on such factors as historical loss performance, portfolio quality, receivables level, and forward-looking macroeconomic scenarios. Our credit loss reserve reflects lifetime expected losses as of the balance sheet date and is adjusted accordingly based on our assessment of the portfolio and economic trends and conditions. Our credit loss reserve at March 31, 2024 is higher than a year ago, driven by an increase in finance receivables, offset partially by the impact of improvement in our U.S. macroeconomic outlook assumptions. See Note 4 of our Notes to the Financial Statements for more information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Residual Risk

Leasing is an important product that many customers want and value, and operating lease customers also are more likely to buy or lease another Ford or Lincoln vehicle. We manage our lease share with an enterprise view to support sales, protect residual values, and manage the trade cycle. Ford Credit and Ford work together under a leasing strategy that considers share, term, model mix, geography, and other factors.

We are exposed to residual risk on operating leases and similar balloon payment products where the customer may return the financed vehicle to us. Residual risk is the possibility that the amount we obtain from returned vehicles will be less than our estimate of the expected residual value for the vehicle. We estimate the expected residual value by evaluating recent auction values, return volumes for our leased vehicles, industry wide used vehicle prices, marketing incentive plans, and vehicle quality data. For operating leases, changes in expected residual values impact depreciation expense, which is recognized on a straight-line basis over the life of the lease.

For additional information on our residual risk on operating leases, refer to the “Critical Accounting Estimates – Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2023 Form 10-K Report.

United States Ford and Lincoln Brand Operating Leases

The following table shows share of Ford and Lincoln brand retail financing and operating lease sales, placement volume, and residual performance metrics for our United States operating lease portfolio, which represents 76% of our total net investment in operating leases at March 31, 2024.


	First Quarter
	2023			2024
Lease Share of Retail Sales
Ford Credit	11		%	14		%
Industry (a)	19		%	24		%

Placement Volume (000)
24-Month	7			9
36-Month	17			22
39-Month / Other	13			18
Total	37			49

Residual Performance
Return rates	23		%	50		%
Return volume (000)	16			27
Off-lease auction values (b)	$	31,000		$	28,050

__________

(a)Source: J.D. Power PIN.

(b)36-month off-lease auction values; quarterly amounts at Q1 2024 mix.

Our United States operating lease share of retail sales in the first quarter of 2024 was higher compared with a year ago and remains below the industry average. Our first quarter 2024 total lease placement volume was up compared with a year ago, reflecting higher Ford Credit lease share and higher Ford retail sales.

Lease return volume and return rate in the first quarter of 2024 were higher than a year ago, reflecting the impact of lower off-lease auction values. Our first quarter 2024 36-month off-lease auction values were down 10% from the prior year. We are planning for full-year 2024 auction values to decrease as vehicle availability continues to improve. We expect return rates to increase as auction values decline.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Credit Ratings

Our short-term and long-term debt is rated by four credit rating agencies designated as nationally recognized statistical rating organizations (“NRSROs”) by the United States Securities and Exchange Commission (“SEC”): DBRS, Fitch, Moody’s, and S&P.

In several markets, locally recognized rating agencies also rate us. A credit rating reflects an assessment by the rating agency of the credit risk associated with a corporate entity or particular securities issued by that entity. Rating agencies’ ratings of us are based on information provided by us and other sources. Credit ratings assigned to us from all of the NRSROs are closely associated with their opinions on Ford. 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.

There have been no rating actions taken by these NRSROs since the filing of our 2023 Form 10-K Report.

The following table summarizes certain of the credit ratings and outlook presently assigned by these four NRSROs:

NRSRO RATINGS

Ford Credit

NRSROs

Long-Term Senior Unsecured

Short -Term Unsecured

Outlook/Trend

Minimum
Long-Term Investment Grade Rating

DBRS

BBB (low)

R-2 (low)

Stable

BBB (low)

Fitch

BBB-

Stable

BBB-

Moody’s

Ba1

Stable

Baa3

S&P

BBB-

A-3

Stable

BBB-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Funding and Liquidity

We remain well capitalized with a strong balance sheet and funding diversified across platforms and markets, and ended the first quarter of 2024 with $27.0 billion of liquidity, up $1.3 billion from year-end. We continue to have robust access to capital markets, completing $13 billion of public term issuances through April 23, 2024.

Key elements of our funding strategy include:

•Maintain strong liquidity and funding diversity;

•Prudently access public markets;

•Continue to leverage retail deposits in Europe;

•Flexibility to increase ABS mix as needed; preserving assets and committed capacity;

•Target financial statement leverage of 9:1 to 10:1; and

•Maintain self-liquidating balance sheet.

Our liquidity profile continues to be diverse, robust, and focused on maintaining liquidity levels that meet our business and funding requirements. We regularly stress test our balance sheet and liquidity to ensure that we continue to meet our financial obligations through economic cycles.

The following table shows funding for our net receivables (in billions):


Funding Structure	March 31, 2023			December 31, 2023			March 31, 2024
Term unsecured debt	$	49.3		$	54.1		$	57.0
Term asset-backed securities	55.0			58.0			54.9
Retail Deposits / Ford Interest Advantage	15.3			17.2			17.4
Other	2.3			1.4			1.6
Equity	12.2			13.4			13.5
Adjustments for cash	(10.3)			(10.9)			(8.9)
Total Net Receivables	$	123.8		$	133.2		$	135.5

Securitized Funding as a percent of Total Debt	46.0		%	44.9		%	42.5		%

Net receivables of $135.5 billion at March 31, 2024 were funded primarily with term unsecured debt and term asset-backed securities. Securitized funding as a percent of total debt was 42.5% as of March 31, 2024.

Public Term Funding Plan

The following table shows our issuances for full year 2022 and 2023, planned issuances for full year 2024, and our global public term funding issuances through April 23, 2024, excluding short-term funding programs (in billions):


	2022 Actual		2023 Actual		2024 Forecast	Through April 23
Unsecured	$	6	$	14	$ 14 - 17	$	8
Securitizations	10		14		13 - 16	5
Total public	$	16	$	28	$ 27 - 33	$	13

For 2024, we continue to project full year public term funding in the range of $27 billion to $33 billion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Liquidity

We define available liquidity as cash, cash equivalents, and marketable securities (excluding amounts related to insurance activities) and committed capacity (which includes our asset-backed facilities and unsecured credit facilities), less utilization of liquidity. Utilization of liquidity is the amount funded under our liquidity sources and also includes the cash required to support securitization transactions and restricted cash. Net liquidity available for use is defined as available liquidity plus certain adjustments as shown in the table below.

The following table shows our liquidity sources and utilization (in billions):


	March 31, 2023		December 31, 2023		March 31, 2024
Liquidity Sources
Cash	$	10.3	$	10.9	$	8.9
Committed asset-backed facilities	40.5		42.9		42.6
Other unsecured credit facilities	2.5		2.4		2.3
Total liquidity sources	$	53.3	$	56.2	$	53.8

Utilization of Liquidity
Securitization and restricted cash	$	(3.0)	$	(2.8)	$	(3.4)
Committed asset-backed facilities	(24.0)		(27.5)		(23.3)
Other unsecured credit facilities	(0.4)		(0.4)		(0.4)
Total utilization of liquidity	$	(27.4)	$	(30.7)	$	(27.1)

Available liquidity	$	25.9	$	25.5	$	26.7
Other adjustments	0.2		0.2		0.3
Net liquidity available for use	$	26.1	$	25.7	$	27.0

Our net liquidity available for use will fluctuate quarterly based on factors including near-term debt maturities, receivable growth and decline, and timing of funding transactions. At March 31, 2024, our net liquidity available for use was $27.0 billion, $1.3 billion higher than year-end 2023, reflecting strong access to public funding markets. At March 31, 2024, our liquidity sources totaled $53.8 billion, down $2.4 billion from year-end 2023.

Cash. At March 31, 2024, our cash totaled $8.9 billion, compared with $10.9 billion at year-end 2023. In the normal course of our funding activities, we may generate more proceeds than are required for our immediate funding needs. These excess amounts are held primarily in highly liquid investments, which provide liquidity for our anticipated and unanticipated cash needs and give us flexibility in the use of our other funding programs. Our cash primarily includes United States Department of Treasury obligations, federal agency securities, bank time deposits with investment-grade institutions, investment-grade commercial paper, debt obligations of a select group of non-U.S. governments, non-U.S. governmental agencies, supranational institutions, non-U.S. central banks, and money market funds that carry the highest possible ratings.

The average maturity of these investments ranges from approximately three to six months and is adjusted based on market conditions and liquidity needs. We monitor our cash levels and average maturity on a daily basis. Cash includes restricted cash and amounts to be used only to support our securitization transactions of $2.8 billion and $3.4 billion at December 31, 2023 and March 31, 2024, respectively.

Material Cash Requirements. Our material cash requirements include: (1) the purchase of retail financing and operating lease contracts from dealers and providing wholesale financing for dealers to finance new and used vehicles; and (2) debt repayments (for additional information on debt, see the “Aggregate Contractual Obligations” table in Item 7 and Note 9 of the Notes to the Financial Statements in our 2023 Form 10-K Report). In addition, subject to approval by our Board of Directors, shareholder distributions may require the expenditure of a material amount of cash. Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.

We plan to utilize our liquidity (as described above) and our cash flows from business operations to fund our material cash requirements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Committed Capacity. At March 31, 2024, our committed capacity totaled $44.9 billion, compared with $45.3 billion at December 31, 2023. Our committed capacity is primarily comprised of committed ABS facilities from bank-sponsored commercial paper conduits and other financial institutions and committed unsecured credit facilities with financial institutions.

Committed Asset-Backed Facilities. We and our subsidiaries have entered into agreements with a number of bank-sponsored asset-backed commercial paper conduits and other financial institutions. Such counterparties are contractually committed, at our option, to purchase from us eligible retail financing receivables or to purchase or make advances under asset-backed securities backed by retail financing or wholesale finance receivables or operating leases for proceeds of up to $42.6 billion ($25.9 billion of retail financing, $8.6 billion of wholesale financing, and $8.1 billion of operating leases) at March 31, 2024. In the United States, we are able to obtain funding within two days of our unutilized capacity in some of our committed asset-backed facilities. These committed facilities have varying maturity dates, with $13.8 billion having maturities within the next twelve months and the remaining balance having maturities through third quarter 2026. We plan capacity renewals to protect our global funding needs and to optimize capacity utilization.

Our ability to obtain funding under these facilities is subject to having a sufficient amount of eligible assets as well as our ability to obtain interest rate hedging arrangements for certain facilities. At March 31, 2024, $23.3 billion of these commitments were in use and we had $0.2 billion of asset-backed capacity that was in excess of eligible receivables. These programs are free of material adverse change clauses, restrictive financial covenants (for example, debt-to-equity limitations and minimum net worth requirements), and generally, credit rating triggers that could limit our ability to obtain funding. However, the unused portion of these commitments may be terminated if the performance of the underlying assets deteriorates beyond specified levels. Based on our experience and knowledge as servicer of the related assets, we do not expect any of these programs to be terminated due to such events.

As of March 31, 2024, Ford Bank GmbH (“Ford Bank”) had liquidity of €463 million (equivalent to $499 million) in the form of eligible collateral available for use in the monetary policy programs of the European Central Bank.

Unsecured Credit Facilities. At March 31, 2024, we and our subsidiaries had $2.3 billion of contractually committed unsecured credit facilities with financial institutions, including the FCE Bank plc’s (“FCE”) syndicated credit facility (the “FCE Credit Agreement”) and Ford Bank’s syndicated credit facility (the “Ford Bank Credit Agreement”). At March 31, 2024, $1.9 billion was available for use.

At March 31, 2024, all £685 million (equivalent to $864 million) was available for use under the FCE Credit Agreement and all €210 million (equivalent to $227 million) was available for use under the Ford Bank Credit Agreement. Both the FCE Credit Agreement and Ford Bank Credit Agreement mature in 2026.

Both the FCE Credit Agreement and Ford Bank Credit Agreement contain certain covenants, including an obligation for FCE and Ford Bank to maintain their ratio of regulatory capital to risk-weighted assets at no less than the applicable regulatory minimum. The FCE Credit Agreement requires the support agreement between FCE and Ford Credit to remain in effect (and enforced by FCE to ensure that its net worth is maintained at no less than $500 million). The Ford Bank Credit Agreement requires a guarantee of Ford Bank’s obligations under the agreement, provided by Ford Credit, to remain in effect. In addition, both the FCE Credit Agreement and the Ford Bank Credit Agreement include certain sustainability-linked targets, pursuant to which the applicable margin may be adjusted if Ford achieves, or fails to achieve, the specified targets.

Funding and Liquidity Risks

Our funding plan is subject to risks and uncertainties, many of which are beyond our control, including disruption in the capital markets, that could impact both unsecured debt and asset-backed securities issuance and the effects of regulatory changes on the financial markets. Refer to the “Funding and Liquidity Risks” section of Item 7 of Part II of our 2023 Form 10-K Report for more information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Leverage

We use leverage, or the debt-to-equity ratio, to make various business decisions, including evaluating and establishing pricing for finance receivable and operating lease financing, and assessing our capital structure. We refer to our shareholder’s interest as equity.

The following table shows the calculation of our financial statement leverage (in billions):


	March 31, 2023		December 31, 2023		March 31, 2024
Leverage Calculation
Debt	$	119.6	$	129.3	$	129.3
Equity	$	12.2	$	13.4	$	13.5
Financial statement leverage (to 1)	9.8		9.7		9.6

We plan our leverage by considering market conditions and the risk characteristics of our business. At March 31, 2024, our financial statement leverage was 9.6:1. We target financial statement leverage in the range of 9:1 to 10:1.

Outlook

We continue to expect full year 2024 EBT to be about $1.5 billion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Cautionary Note on 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 materially from those stated, including, without limitation:

•Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule and specifications, and a shortage of or inability to acquire key components or raw materials, such as lithium, cobalt, nickel, graphite, and manganese, can disrupt Ford’s production of vehicles;

•To facilitate access to the raw materials and other components necessary for the production of electric vehicles, Ford has entered into and may, in the future, enter into multi-year commitments to raw material and other suppliers that subject Ford to risks associated with lower future demand for such items as well as costs that fluctuate and are difficult to accurately forecast;

•Ford’s long-term competitiveness depends on the successful execution of Ford+;

•Ford’s vehicles could be affected by defects that result in recall campaigns, increased warranty costs, or delays in new model launches, and the time it takes to improve the quality of Ford’s vehicles and services could continue to have an adverse effect on Ford’s business;

•Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, or business strategies;

•Ford may not realize the anticipated benefits of restructuring actions and such actions may cause Ford to incur significant charges, disrupt its operations, or harm its reputation;

•Operational information systems, security systems, vehicles, and services could be affected by cybersecurity incidents, ransomware attacks, and other disruptions and impact Ford and Ford Credit as well as their suppliers and dealers;

•Ford’s production, as well as Ford’s suppliers’ production, and/or the ability to deliver products to consumers could be disrupted by labor issues, public health issues, natural or man-made disasters, adverse effects of climate change, financial distress, production difficulties, capacity limitations, or other factors;

•Failure to develop and deploy secure digital services that appeal to customers could have a negative impact on Ford’s business;

•Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;

•Ford’s ability to attract, develop, grow, and reward talent is critical to its success and competitiveness;

•Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and its reputation may be harmed if it is unable to achieve the initiatives it has announced;

•Ford’s results are dependent on sales of larger, more profitable vehicles, particularly in the United States;

•With a global footprint and supply chain, Ford’s results and operations could be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, or other events;

•Industry sales volume can be volatile and could decline if there is a financial crisis, recession, public health emergency, or significant geopolitical event;

•Ford may face increased price competition or a reduction in demand for its products resulting from industry excess capacity, currency fluctuations, competitive actions, or other factors, particularly for electric vehicles;

•Inflationary pressure and fluctuations in commodity and energy prices, foreign currency exchange rates, interest rates, and market value of Ford or Ford Credit’s investments, including marketable securities, can have a significant effect on results;

•Ford and Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;

•The impact of government incentives on Ford’s business could be significant, and Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;

•Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;

•Economic and demographic experience for pension and other postretirement employee benefit plans (e.g., discount rates or investment returns) could be worse than Ford has assumed;

•Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition;

•Ford and Ford Credit could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, services, perceived environmental impacts, or otherwise;

•Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations;

•Ford and Ford Credit could be affected by the continued development of more stringent privacy, data use, data protection, and artificial intelligence laws and regulations as well as consumers’ heightened expectations to safeguard their personal information; and

•Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other regulations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection 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 statement, whether as a result of new information, future events, or otherwise. For additional discussion, see “Item 1A. Risk Factors” in our 2023 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Accounting Standards Issued But Not Yet Adopted

For a discussion of recent accounting standards, see Note 2 of our Notes to the Financial Statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

In our 2023 Form 10-K Report, we discuss in greater detail our market risk, counterparty risk, credit risk, residual risk, liquidity risk, and operating risk.

To provide a quantitative measure of the sensitivity of our pre-tax cash flow to changes in interest rates, we use interest rate scenarios that assume a hypothetical, instantaneous increase or decrease of one percentage point in all interest rates across all maturities (a “parallel shift”), as well as a base case that assumes that all interest rates remain constant at existing levels. Maturing assets and liabilities are also instantaneously reinvested, capturing 100% of any hypothetical change in interest rates. The differences in pre-tax cash flow between these scenarios and the base case over a 12 month period represent an estimate of the sensitivity of our pre-tax cash flow. Under this model, we estimate that at March 31, 2024, all else constant, such a decrease in interest rates would decrease our pre-tax cash flow by $87 million over the next 12 months, compared with a decrease of $78 million at December 31, 2023. In reality, new assets and liabilities may not immediately capture changes in interest rates, and interest rate changes are rarely instantaneous, parallel, or move exactly the one percentage point assumed in our analysis. As a result, the actual impact to pre-tax cash flow could be higher or lower than the results detailed above.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Cathy O’Callaghan, our President and Chief Executive Officer (“CEO”), and Eliane S. Okamura, our Chief Financial Officer (“CFO”), Treasurer and Executive Vice President, Strategy, have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of March 31, 2024, and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting. Effective February 12, 2024, Cathy O’Callaghan, formerly Vice President, Controller of Ford Motor Company, succeeded Marion Harris as our President and Chief Executive Officer, who has retired from the Company.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

We have no legal proceedings arising under any federal, state, or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, in which (i) a governmental authority is a party, and (ii) we believe there is the possibility of monetary sanctions (exclusive of interest and costs) in excess of $1 million.

ITEM 5. Other Information.

During the three months ended March 31, 2024, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. Exhibits.

Designation

Description

Method of Filing

Exhibit 31.1

Rule 15d-14(a) Certification of CEO.

Filed with this Report.

Exhibit 31.2

Rule 15d-14(a) Certification of CFO.

Filed with this Report.

Exhibit 32.1

Section 1350 Certification of CEO.

Furnished with this Report.

Exhibit 32.2

Section 1350 Certification of CFO.

Furnished with this Report.

Exhibit 101.INS

Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”).

Exhibit 101.SCH

XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Exhibit 104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

__________

*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

Instruments defining the rights of holders of certain issues of long-term debt of Ford Credit have not been filed as exhibits to this Report because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Ford Credit. Ford Credit will furnish a copy of each such instrument to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Ford Motor Credit Company LLC has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

FORD MOTOR CREDIT COMPANY LLC