TRANSFERS OF RECEIVABLES

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 in 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 North America and Europe.

We use special purpose entities (“SPEs”) that are considered VIEs for most of our on-balance sheet securitizations. 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 may purchase subordinated notes of the VIEs in addition to the investment we make as residual interests holder of the transaction.

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.

NOTE 5. TRANSFERS OF RECEIVABLES (Continued)

Receivables Classification

Receivables are accounted for as held for investment (“HFI”) if management has the intent and ability to hold the receivables for the foreseeable future or until maturity or payoff. Receivables that are classified as HFI are recorded at cost. The determination of intent and ability to hold for the foreseeable future is highly judgmental and requires management to make good faith estimates based on all information available at the time of origination. Once a decision has been made to sell specific receivables not previously classified as held for sale (“HFS”), such receivables are transferred into the HFS classification and carried at the lower of cost or fair value. Any amount by which cost exceeds fair value is accounted for as a valuation allowance with the offset recorded to income. We use internally developed quantitative methods to determine fair value that incorporate appropriate funding pricing and enhancement requirements, as well as estimates concerning credit losses and prepayments.

Regardless of receivables classification, retained interests related to sold receivables are classified and accounted for as available-for-sale securities. The initial receipt of retained interests represents a non-cash transfer and subsequent cash flows related to repayment of the retained interests are recorded as an investing activity.

We classify receivables on a receivable-by-receivable basis. Specific receivables included in off-balance sheet securitizations or whole-loan sale transactions are usually not identified until the month in which the sale occurs. Each quarter, we make a determination of whether it is probable that receivables originated during the quarter will be held for the foreseeable future based on historical receivables sale experience, internal forecasts and budgets, as well as other relevant, reliable information available through the date of evaluation. For purposes of this determination, we define probable to mean at least 70% likely and, consistent with our budgeting and forecasting period, we define foreseeable future to mean twelve months. We also consider off-balance sheet funding channels in connection with our quarterly receivables classification determination.

Held for Investment

Finance receivables originated during the quarter for which we determine that it is probable we will hold for the following twelve months are classified as HFI and carried at amortized cost. All retail and wholesale receivables are classified as HFI at origination during all periods presented. Cash flows resulting from the purchase of these receivables that are originally classified as HFI are recorded as an investing activity. Once a decision has been made to sell specifically identified receivables that were originally classified as HFI and the receivables are sold in the same reporting period, the receivables are reclassified as HFS and simultaneously removed from the balance sheet. The fair value adjustment is incorporated and recognized in the net gain or loss on sale of receivables and reported in Other income, net. In the event that receivables have been selected for an off-balance sheet transaction that has not occurred at the end of the reporting period, the receivables are reclassified as HFS and a valuation adjustment is recorded in Other income, net to recognize the receivables at the lower of cost or fair value. Cash flows resulting from the sale of receivables that were originally classified as HFI are recorded as an investing activity since GAAP requires the statement of cash flows presentation to be based on the original classification of the receivables.

Held for Sale

Finance receivables originated during the quarter for which we determine that it is not probable we will hold for the following twelve months are classified as HFS and carried at the lower of cost or fair value. Cash flows resulting from the purchase of these receivables are recorded as an operating activity. The valuation adjustment, if applicable, is recorded in Other income, net to recognize the receivables at the lower of cost or fair value. Once specifically identified receivables that were originally classified as HFS are sold, the receivables are removed from the balance sheet and the fair value adjustment is incorporated into the book value of receivables for purposes of determining the gain or loss on sale. Cash flows resulting from the sale of receivables that were originally classified as HFS are recorded as an operating activity. As a result of our accounting for any retained interests related to sold receivables as available-for-sale securities, there will be a net operating cash outflow impact for these receivables since the cash flows related to the retained interests will be classified as investing cash inflows. At December 31, 2013 and 2012, there were no finance receivables classified as HFS.

NOTE 5. TRANSFERS OF RECEIVABLES (Continued)

On-Balance Sheet Securitization Transactions

We engage in securitization transactions to fund operations and to maintain liquidity. Our securitization transactions are recorded as asset-backed debt and the associated assets are not derecognized and continue to be included in our financial statements.

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. 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. The debt is the obligation of our consolidated securitization entities and not the obligation of Ford Credit or our other subsidiaries.

Most of these securitization transactions utilize VIEs. See Note 6 for more information concerning VIEs. The following tables show the assets and debt related to our securitization transactions that were included in our financial statements (in billions):



	December 31, 2013
	Cash and Cash Equivalents		Finance Receivables and Net Investment in Operating Leases (a)						Related Debt
	Cash and Cash Equivalents		Before Allowance for Credit Losses		Allowance for Credit Losses		After Allowance for Credit Losses		Related Debt
VIE (b)
Retail financing	$	1.9	$	23.1	$	0.2	$	22.9	$	20.3
Wholesale financing	1.9		22.9		—		22.9		14.8
Finance receivables	3.8		46.0		0.2		45.8		35.1
Net investment in operating leases	0.4		8.1		—		8.1		5.6
Total VIE	$	4.2	$	54.1	$	0.2	$	53.9	$	40.7

Non-VIE
Retail financing	$	0.2	$	4.6	$	—	$	4.6	$	4.4
Wholesale financing	—		1.0		—		1.0		0.8
Finance receivables	0.2		5.6		—		5.6		5.2
Net investment in operating leases	—		—		—		—		—
Total Non-VIE	$	0.2	$	5.6	$	—	$	5.6	$	5.2

Total securitization transactions
Retail financing	$	2.1	$	27.7	$	0.2	$	27.5	$	24.7
Wholesale financing	1.9		23.9		—		23.9		15.6
Finance receivables	4.0		51.6		0.2		51.4		40.3
Net investment in operating leases	0.4		8.1		—		8.1		5.6
Total securitization transactions	$	4.4	$	59.7	$	0.2	$	59.5	$	45.9

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(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.

NOTE 5. TRANSFERS OF RECEIVABLES (Continued)



	December 31, 2012
	Cash and Cash Equivalents		Finance Receivables and Net Investment in Operating Leases (a)						Related Debt
	Cash and Cash Equivalents		Before Allowance for Credit Losses		Allowance for Credit Losses		After Allowance for Credit Losses		Related Debt
VIE (b)
Retail financing	$	2.2	$	26.9	$	0.2	$	26.7	$	23.2
Wholesale financing	0.3		20.5		—		20.5		12.8
Finance receivables	2.5		47.4		0.2		47.2		36.0
Net investment in operating leases	0.4		6.3		—		6.3		4.2
Total VIE	$	2.9	$	53.7	$	0.2	$	53.5	$	40.2

Non-VIE
Retail financing	$	0.1	$	2.4	$	—	$	2.4	$	2.2
Wholesale financing	—		1.1		—		1.1		1.0
Finance receivables	0.1		3.5		—		3.5		3.2
Net investment in operating leases	—		—		—		—		—
Total Non-VIE	$	0.1	$	3.5	$	—	$	3.5	$	3.2

Total securitization transactions
Retail financing	$	2.3	$	29.3	$	0.2	$	29.1	$	25.4
Wholesale financing	0.3		21.6		—		21.6		13.8
Finance receivables	2.6		50.9		0.2		50.7		39.2
Net investment in operating leases	0.4		6.3		—		6.3		4.2
Total securitization transactions	$	3.0	$	57.2	$	0.2	$	57.0	$	43.4

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(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.

Interest expense related to securitization debt for the years ended December 31 was as follows (in millions):



	2013		2012		2011
VIE	$	563	$	760	$	994
Non-VIE	77		94		142
Total securitization transactions	$	640	$	854	$	1,136

Certain of our securitization entities enter into derivative transactions to mitigate interest rate exposure, primarily resulting from fixed-rate assets securing floating-rate debt and, in certain instances, currency exposure resulting from assets in one currency and debt in another currency. In many instances, the counterparty enters into offsetting derivative transactions with us to mitigate its interest rate risk resulting from derivatives with our securitization entities. See Note 7 for additional information regarding the accounting for derivatives. Our exposures based on the fair value of derivative instruments with external counterparties related to securitization programs were as follows (in millions):



	December 31, 2013				December 31, 2012
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives of the VIEs	$	5	$	88	$	4	$	134
Derivatives related to the VIEs	23		30		74		63
Other securitization related derivatives	5		7		11		22
Total exposures related to securitization	$	33	$	125	$	89	$	219

NOTE 5. TRANSFERS OF RECEIVABLES (Continued)

Derivative expense/(income) related to our securitization transactions for the years ended December 31 was as follows (in millions):



	2013		2012			2011
VIEs	$	3	$	227		$	31
Related to the VIEs	16		(5		)	11
Other securitization related derivatives	6		17			19
Total derivative expense/(income) related to securitization	$	25	$	239		$	61