Bond FCE Bank 0.869% ( XS1548776498 ) in EUR

FCE Bank

100.004 % ⇌

United Kingdom

XS1548776498 ( in EUR )

0.869% per year ( payment 1 time a year)

13/09/2021 - Bond has expired

Prospectus brochure of the bond FCE Bank XS1548776498 in EUR 0.869%, expired

100 000 EUR

750 000 000 EUR

The Bond issued by FCE Bank ( United Kingdom ) , in EUR, with the ISIN code XS1548776498, pays a coupon of 0.869% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/09/2021

FCE Bank plc
(incorporated with limited liability in England and Wales)

15,000,000,000
Euro Medium Term Notes
Due from one month to 30 years from the date of original issue
________________
This Base Prospectus supersedes the Base Prospectus dated 18 January 2016 relating to the Programme. Any Notes issued under the
Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any
Notes issued under the Programme prior to the date hereof.
Under its Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), FCE Bank plc (the "Issuer",
"FCE" or the "Company"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro
Medium Term Notes (the "Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed 15,000,000,000
(or the equivalent in other currencies). Certain Notes to be issued under the Programme may be continuously available retail securities
("Retail Securities"), which may be issued from time to time to investors pursuant to arrangements entered into with the Retail
Securities Arranger and certain Dealers to be identified as "Retail Securities Dealers". This Base Prospectus contains information
relating to all Notes, including Retail Securities.
Notes will be issued on a continuous basis in series (each, a "Series"), the Notes of each Series having one or more issue dates and
identical terms (except in respect of the first payment of interest) and intended to be interchangeable with all other Notes of that Series.
Each Series may be issued in tranches (each, a "Tranche") on different issue dates. Notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche
of Notes will be set forth in a set of final terms (the "Final Terms") which, with respect to Notes to be listed on the official list of the
Luxembourg Stock Exchange, will be filed with the CSSF (as defined below). This Base Prospectus should be read and construed in
conjunction with any relevant Final Terms and all documents incorporated herein by reference.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg
(the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for
securities (the "Luxembourg Prospectus Law") for the approval of this Base Prospectus as a Base Prospectus, for the purposes of
Article 5.4 of Directive 2003/71/EC, (as amended, including by Directive 2010/73/EU and any relevant implementing measure in the
relevant Member State of the European Economic Area (the "Prospectus Directive")). The Issuer accepts responsibility for the
information contained in this Base Prospectus and, in relation to each Tranche of Notes, in the applicable Final Terms for such
Tranche of Notes, subject as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail
Cascades)" below. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme within
12 months since the date of publication to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to
trading on the Luxembourg Stock Exchange's regulated market.
The Programme provides that Notes may also be listed and/or admitted to trading by any competent listing authority, stock exchange,
market and/or quotation system as may be agreed between the Issuer and the relevant Dealer in relation to each Series. Unlisted Notes
and/or Notes not listed or admitted to trading on any market, stock exchange or quotation system may also be issued. The CSSF has
neither reviewed nor approved any information in this Base Prospectus pertaining to offers of Notes to which the Prospective Directive
does not apply or Notes listed on other exchanges.
This Base Prospectus will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Notes may be issued
pursuant to the Programme which will not be admitted to trading on the Luxembourg Stock Exchange or any other stock exchange.
The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the official list of
the Luxembourg Stock Exchange or any other stock exchange. Copies of Final Terms in relation to Notes to be listed on the official
list of the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In
accordance with article 7(7) of the Luxembourg Prospectus Law, by approving this Base Prospectus the CSSF gives no undertaking as
to the economic or financial soundness of the transaction or the quality and solvency of the Issuer.
Dealers
ANZ
Banca IMI
BB Securities
Barclays
BNP PARIBAS
BofA Merrill Lynch
Bradesco BBI
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Lloyds Bank
Mizuho Securities
Morgan Stanley
RBC Capital Markets
SMBC Nikko
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UniCredit Bank

Arranged by
Goldman Sachs International
Retail Securities Arranger
Deutsche Bank
The date of this Base Prospectus is 26 August 2016

TABLE OF CONTENTS

PAGE
Summary
1
Risk Factors
10
Important Information
20
General Description of the Programme
26
Responsibility
26
Issue of Notes
26
Documents Incorporated by Reference
27
Prospectus Supplements
32
Conditions of the Notes
33
Overview of Provisions Relating to the Notes while in Global Form
47
Use of Proceeds
50
Review of Business and Operations
51
Annual Financial Statements Overview
54
The Directors
56
United Kingdom Taxation
57
Luxembourg Taxation
59
Germany Taxation
60
Plan of Distribution
62
Selling and Transfer Restrictions
62
General Information
67
Applicable Final Terms Notes with a denomination of 100,000 (or its equivalent in any other currency) or
more
70
Applicable Final Terms Notes with a denomination of less than 100,000 (or its equivalent in any other
currency)
76
Details of Issuer, Dealers, Retail Securities, Arrangers and other Associated Parties
84

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1
 E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because
some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of "Not Applicable".

Section A Introduction and warnings

Element Disclosure

requirement
A.1
Warning
This summary should be read as an introduction to this Base Prospectus. Any decision to invest
in the Notes should be based on a consideration of this Base Prospectus as a whole by the
investor. Where a claim relating to the information contained in this Base Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the Member State of
the European Economic Area in which the claim is brought, be required to bear the costs of
translating this Base Prospectus before the legal proceedings are initiated. Civil liability attaches
only to those persons who have tabled the summary including any translation thereof, but only
if the summary is misleading, inaccurate or inconsistent when read together with the other parts
of this Base Prospectus or it does not provide, when read together with the other parts of this
Base Prospectus, key information in order to aid investors when considering whether to invest
in the Notes.
A.2
Consent to
[[Not Applicable the Notes are issued in denominations of at least 100,000 (or its equivalent
use of the
in any other currency).]
Base
[The Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer
Prospectus
of the Notes subject to the following conditions:
(i)
the consent is only valid during the period from [[ ] until [ ]/[the Issue Date]/[the date
which falls [ ] business days thereafter]] (the "Offer Period");
(ii)
the only persons ("Offerors") authorised to use this Base Prospectus to make the Non-
exempt Offer of the Notes are the relevant Dealer and [(a) [ ] [and [ ]] and/or (b) if the
Issuer appoints additional financial intermediaries after [ ] (being the date of the Final
Terms) and publishes details of them on its website, each financial intermediary whose
details are so published]/[any financial intermediary which is authorised to make such
offers under the Directive 2004/39/EC (the Markets in Financial Instruments
Directive) and which acknowledges on its website that it is relying on this Base
Prospectus to offer the relevant Tranche of Notes during the Offer Period; [and]
(iii)
the consent only extends to the use of this Base Prospectus to make Non-exempt
Offers of the relevant Tranche of Notes in [ ] [and [ ]]; [and]
[(iv)
the consent is subject to the following other condition[s]: [ ]].]
[Any Offeror falling within sub-paragraph (ii)(b) above who meets all of the other conditions
stated above and wishes to use this Base Prospectus in connection with a Non-exempt Offer is
required, for the duration of the relevant Offer Period, to publish on its website (i) that it has
been duly appointed as a financial intermediary to offer the relevant Tranche of Notes during
the Offer Period (provided such financial intermediary has in fact been so appointed), (ii) that it
is relying on this Base Prospectus for such Non-exempt Offer with the consent of the Issuer and
(iii) the conditions attached to that consent.]
The consent referred to above is valid for the period of 12 months from the date of this Base
Prospectus. The Issuer accepts responsibility, in the jurisdictions to which the consent to use
this Base Prospectus extends, for the content of this Base Prospectus in relation to any investor
who acquires any Notes in a Non-exempt Offer made by any person to whom consent has been
given to use this Base Prospectus in that connection in accordance with the preceding

2
paragraphs, provided that such Non-exempt Offer has been made in accordance with all the
conditions attached to that consent.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A
NON-EXEMPT OFFER FROM AN OFFEROR OTHER THAN THE ISSUER WILL DO
SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH
OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER
ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR
INCLUDING
AS
TO
PRICE,
ALLOCATIONS
AND
SETTLEMENT
ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE
TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND
THE OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NEITHER
THE ISSUER NOR ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO
AN INVESTOR IN RESPECT OF SUCH INFORMATION.

Section B Issuer

Element Disclosure

requirement
B.1
Legal and
FCE Bank plc ("FCE" or the "Issuer")
commercial
name of the
Issuer
B.2
Domicile,
FCE is a public limited company incorporated and registered in England and Wales under
legal form,
English law. FCE is domiciled in the United Kingdom.
legislation
and country
of
incorporation
B.4b
Known
As a regulated banking institution FCE is required to comply with the supervisory and
trends
regulatory rules of the jurisdictions in which it operates, particularly in the areas of funding,
liquidity and capital adequacy. If FCE is required to implement any changes in such rules then
its business may be affected.
FCE's business is substantially dependent upon the sale of Ford Motor Company ("Ford")
vehicles. The automotive industry is sensitive to factors such as disposable income, interest
rates, currency exchange rates, national and international trade, economic growth or decline,
environmental and health and safety regulations, vehicle safety and emissions regulation and
commodity prices such as oil and steel. Changes to any of these factors may impact the demand
for Ford vehicles.
B.5
Description
FCE is an indirect, wholly owned subsidiary of Ford, a company incorporated under the laws of
of the Issuer's the State of Delaware, United States of America. All but one of the 614,384,050 Ordinary £1
group and the shares in FCE are owned by FCSH GmbH ("FCSH"), itself an indirect wholly owned
Issuer's
subsidiary of Ford. One share is held by Ford Motor Credit Company LLC ("FMCC LLC") on
position
trust for Ford Credit International, Inc. ("FCI").
within its
In addition to the UK, FCE has branches in ten other European countries. FCE has subsidiaries
group
in Switzerland, the Czech Republic, Hungary, Poland and Sweden.
Saracen Holdco AB is the Issuer's subsidiary incorporated in Sweden and has a 50 per cent. less
one share interest in Forso Nordic AB, a joint venture that provides automotive financial
services in Denmark, Finland, Sweden and Norway.
B.9
Profit forecast Not Applicable there are no profit forecasts or estimates made in this Base Prospectus.
or estimate
B.10
Audit report
Not Applicable the relevant auditors' report with respect to the audited annual accounts of the
qualifications Issuer for the years ended 31 December 2014 and 31 December 2015 were delivered without

3
any qualifications.
Selected

B.12
historical key
financial
At or for the Year Ended 31 December
information

2015
2014

£ mil

£ mil

Statement of Profit and Loss

Data:

Total Inco
me

598

609

Operating expenses

(200)
(204)

Profit Before Tax

217
197

Statement of Financial Position

Data:

Cash and
cash equivalents

1,669

1,628

Total net loans and advances to

customers
12,439
10,548

Total Assets

14,863
13,049

Total Liabilities

12,961
11,258

Total Shareholders' Equity

1,902
1,791

Not applicable. There has been no significant change in the trading or financial position of the

Issuer or its subsidiaries since 31 December 2015, being the date of the latest published
Significant
consolidated audited annual financial statements of the Issuer.
change in the

financial
position:
There has been no material adverse change in the prospects of the Issuer or its subsidiaries since

31 December 2015, being the date of the latest published consolidated audited annual financial
Material
statements of the Issuer.
adverse
change in
prospects:
B.13
Recent events Not applicable there have been no recent events material to the Issuer's solvency.
impacting the
Issuer's
solvency
B.14
Dependence
See Element B.5.
upon
other FCE's business is dependent upon Ford by virtue of interest subsidies and other support
group entities payments provided by Ford that enable FCE to offer special rate financing programmes.
B.15
Principal
FCE's primary business is to provide financial products and services to support the sale of Ford
activities
vehicles in Europe through the relevant dealer networks. A variety of retail, leasing and
wholesale finance plans are provided in countries in which FCE and its subsidiaries operate.
Retail financing is primarily provided by means of a number of title retention plans, including
conditional sale, hire purchase and instalment credit. Operating and finance leases are provided
to individual, corporate and other institutional customers, covering single vehicles as well as
large and small fleets. In addition, FCE has various alternative business arrangements for some
products and markets that reduce its funding requirements while allowing FCE to support Ford.
FCE provides loans to dealers for a variety of vehicle wholesale (floorplan) finance plans.
FCE also offers branded and non-branded fee income-generating insurance products, backed by
local insurance providers who assume 100 per cent. of the risk. It distributes these products
primarily through Ford dealerships in many European markets. FCE's insurance product and
service offerings are brand-enforcing that deliver value to customers and dealers.
B.16
Controlling
All but one of the 614,384,050 Ordinary £1 shares in FCE are owned by FCSH, itself an

4
persons
indirect wholly owned subsidiary of Ford. One share of FCE is held by FMCC LLC on trust for
FCI. The ultimate parent undertaking and controlling party of FCSH, FCI and FMCC LLC is
Ford.
B.17
Credit
The Issuer has received the following ratings:
ratings
[S&P: long term BBB, short term NR, outlook stable.
assigned to
the Issuer or
Moody's: long term Baa2, short term P-2, outlook stable.
its debt
securities
Fitch: long term BBB, short term F2, outlook stable.]
[Not applicable the Notes have not been rated.]
[The Notes to be issued [have been/are expected to be] rated:] / [The following ratings reflect
ratings assigned to Notes of this type issued under the Programme generally:]]
[S&P: [ ]]
[Moody's: [ ]]
[Fitch: [ ]]
Standard & Poor's Credit Market Services Europe Limited ("S&P") is established in the
European Union and is registered under the CRA Regulation. Moody's Investors Services, Inc.
("Moody's") and Fitch, Inc. ("Fitch") are not established in the European Union and have not
applied for registration under Regulation (EC) No 1060/2009 on credit rating agencies
("CRAs"), as amended by Regulation (EU) No 513/2011 (the "CRA Regulation"). However,
Moody's Investors Service Limited and Fitch Ratings Limited are established in the European
Union and are registered under the CRA Regulation. The European Securities and Markets
Authority ("ESMA") has confirmed that Moody's Investors Service Limited and Fitch Ratings
Limited may endorse the credit ratings of Moody's Investors Services, Inc. and Fitch, Inc.
respectively. A list of registered CRAs is published at ESMA's website:
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

Section C Securities

Element Disclosure

requirement
C.1
Type and the
The Notes described in this section are debt securities with a denomination of less than
class of the
100,000 (or its equivalent in any other currency).
securities,
The Notes may be Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes or a
including any
combination of the foregoing.
security
identification
The Notes are [£//U.S. $/[ ]] [[ ] per cent./Floating Rate/Zero Coupon] Notes due
number.
[ ].
The ISIN is [ ].
The common code of the Notes is: [ ].
C.2
Currency
The currency of the Notes is [ ].
C.5
Restrictions on
Not applicable there are no restrictions on the free transferability of the Notes.
free
transferability
C.8
Rights attached Events of Default
to the securities The terms of the Notes contain the following events of default (each an "Event of Default"):
(a)
default is made for more than 30 days (in the case of interest) or 5 days (in the case
of principal) in the payment on the due date of interest or principal in respect of any
of the Notes; or
(b)
the Issuer does not perform or comply with any one or more of its other material
obligations in the Notes which default is incapable of remedy or is not remedied

5
within 90 days after notice of such default is given; or
(c)
a distress, attachment, execution or other legal process is levied, enforced or sued out
on or against any material part of the property, assets or revenues of the Issuer and is
not discharged or stayed within 90 days; or
(d)
any encumbrancer takes possession or a receiver, manager or other similar officer is
appointed of the whole or a material part of the undertaking, property, assets or
revenues of the Issuer; or
(e)
the Issuer is insolvent or is unable to pay its debts (within the meaning of Section
123(1) of the Insolvency Act 1986) or makes a general assignment or an arrangement
or composition with or for the benefit of its creditors, except in certain limited
circumstances; or
(f)
an order is made by a court of competent jurisdiction or an effective resolution
passed for the winding-up or dissolution or administration of the Issuer, or the Issuer
shall apply or petition for a winding-up or administration order in respect of itself or
the Issuer ceases or threatens to cease to carry on all or a substantial part of its
business or operations, except in certain limited circumstances.
If an Event of Default occurs and is continuing, the holder of any Note may give written
notice to the Principal Paying Agent that such Note is immediately repayable, whereupon the
Early Redemption Amount of such Note together with accrued interest to the date of payment
shall become immediately due and payable.
Meetings of Holders
The terms of the Notes contain provisions for calling meetings of Holders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all
Holders including Holders that did not attend and vote at the relevant meeting and Holders
that voted in a manner contrary to the majority.
Governing law
English law.
Status
The Notes and Coupons constitute direct unconditional, unsubordinated and unsecured
obligations of the Issuer, ranking pari passu, without any preference among themselves and
with all other present and future unsecured and unsubordinated indebtedness for borrowed
money of the Issuer (other than that preferred by law).
Negative pledge
The terms of the Notes contain a negative pledge provision which prohibits the Issuer from
creating or permitting to subsist, and requires it to procure that no subsidiary (as defined in
Section 1159 of the Companies Act 2006) creates or permits to subsist, any security interest
upon the whole or any part of its property or assets to secure any relevant debt of the Issuer,
unless, at the same time or prior thereto, the Issuer's obligations under the Notes are secured
equally and rateably therewith or have the benefit of such other security or other arrangement
as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of
the Noteholders.
C.9
Interest,
See Element C.8 for the rights attached to the Notes, ranking and limitations.
maturity and
Interest
redemption
provisions,
[Fixed Rate Notes
yield and
representative
Fixed interest will be payable in arrear on [ ] [and [ ]] in each year (the "Interest
of the
Payment Date") [adjusted in accordance with the [Floating Rate Business Day Convention/
Noteholders:
Following Business Day Convention/ Modified Following Business Day Convention/
Preceding Business Day Convention] [with Business Centre(s) being [ ]] / not adjusted]].]

[Floating Rate Notes
The rate of Interest will be determined on the basis of [Screen Rate Determination/ISDA
Determination] as follows:

6
[Reference Rate: [ ]
Interest Determination Date(s): [ ]
Relevant Screen Page: [ ]]
[Floating Rate Option: [ ]
Designated Maturity: [ ]
Reset Date: [ ]].
[Margin: [+/-][ ] per cent. per annum]
[Minimum Interest Rate: [ ] per cent. per annum]
[Maximum Interest Rate: [ ] per cent. per annum]
Day Count Fraction: [ ]]
[Zero Coupon Notes
Zero Coupon Notes will be issued [at their nominal amount/at a discount of [ ] per cent. to
the nominal amount] and will not bear interest other than in the case of late payment.]
Redemption
Maturity
The Notes will mature on [ ].
Final redemption
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on
the maturity date specified above at [ ] per Calculation Amount.
Redemption for taxation reasons/Early Redemption/Optional redemption
The Early Redemption Amount of each Note payable on redemption for taxation reasons or
upon an Event of Default is [ ] per Calculation Amount.
[Notes may be redeemed before their stated maturity at the option of [the Issuer [(either in
whole or in part)]/the Noteholders].
The Optional Redemption Amount [(Put)]/[(Call)] of each Note is [ ] per Calculation
Amount.]
[Notes may not be redeemed before their stated maturity.]

Yield
[The [semi-]annual yield on the Notes is [ ], which is calculated at the Issue Date on the

basis of the Issue Price.][The Notes are not Fixed Rate Notes.]

Noteholders'
Not applicable there is no representative of the Noteholders.
representative
C.10
Derivative
See Element C.9. Not Applicable Notes issued under the Programme do not contain any
Component
derivative components in their interest payments.
C.11
Admission to
Application [has been/is expected to be] made by the Issuer (or on its behalf) for the Notes to
trading
be admitted to trading on [the Regulated Market of the Luxembourg Stock Exchange/[ ]]
with effect from [ ].
[C.21]
[Market where
[Application has been made to the Luxembourg Stock Exchange for Notes issued under the
the securities
Programme during the period of 12 months from the date of this Base Prospectus to be
will be traded
admitted to trading on the Luxembourg Stock Exchange's regulated market.]
and for which
Base
Prospectus has
been
published]

7
Section D Risks

Element Disclosure

requirement
D.2
Key risks
The following is a summary of the key risks relating to the Issuer:
specific to the Creditworthiness (and credit rating) of FCE
Issuer
The Notes constitute unsubordinated and unsecured obligations of FCE and will rank
equally among themselves and with all other unsubordinated and unsecured obligations of
FCE. Prospective investors should rely solely on the creditworthiness of FCE.
Support from the Ford Group
FCE has the benefit of a support agreement from FMCC LLC, as well as access to inter-
company debt from the Ford Group and interest supplements and other support payments
from the Ford Group provided for certain financing transactions. The elimination, reduction
or non-availability of support from FMCC LLC or the Ford Group could negatively impact
FCE's business and results of operations.
Liquidity risks and capital resources
Liquidity risk is the possibility of being unable to meet present and future financial
obligations as they become due. Despite FCE's various sources of liquidity, its ability to
maintain this liquidity may be affected by, among other things, its credit ratings, prolonged
market disruption, market capacity for Ford, FMCC LLC and Ford Credit-sponsored
investments, general demand for the type of securities FCE offers (including its ability to
access central banks and government funding), FCE's ability to continue funding through
asset-backed financing structures, the performance of the underlying assets within its
existing asset-backed financing structures, regulatory changes, failure of financial
institutions to fulfil commitments to FCE and FCE's ability to maintain credit facilities.
Sales of vehicles (and financing incentives) from the Ford Group
FCE's business is substantially dependent upon the sale of Ford vehicles in Europe and its
ability to offer competitive financing on those vehicles. Fluctuations in the volume of sales
of such vehicles resulting from, among other things, governmental action or geo-political
events, changes in consumer demand, increased competition, changes in the pricing of
imported units due to currency fluctuations, or other events, could impact the level of
finance operations of the Ford Group, including FCE.
The provision of vehicle finance in Europe is competitive, and FCE must compete
effectively with other providers of finance. For many years, Ford has sponsored special rate
financing programs available only through FCE. These programmes increase FCE's
financing volume and share of financing sales of Ford vehicles. If Ford were to adopt
marketing strategies in the future that de-emphasised such programmes, FCE's financing
volume could be reduced.
Operational, pension, regulatory, counterparty credit, vehicle residual value, credit, interest
rate and exchange rate risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes,
people or systems or from external events. FCE is exposed to operational risk that could
result from information technology problems, human error and shortcomings in the
organisational structure, legal changes and lapses in internal controls, fraud or external
threats and could negatively impact its business and results of operations.
FCE operates a number of pension schemes in various countries and hence has a variety of
obligations. FCE's risk arises through its contractual or other obligations to the defined
benefit schemes it runs in a number of the markets. These obligations may require FCE to
increase its contributions to particular schemes' funding arrangements.
New or increased credit, consumer or data protection, or other regulation could result in
higher costs and/or additional financing restrictions. As a regulated banking institution FCE
is required to comply with the supervisory and regulatory rules of the jurisdictions in which
it operates, particularly in the areas of funding, liquidity and capital adequacy. If FCE is
required to implement any changes in such rules then its business may be affected. There

8
could also be changes to UK legislation in the event that the UK leaves the EU ("Brexit")
following the result of the UK's referendum on 23 June 2016.
Counterparty risk is the risk that FCE could incur a loss if the counterparty to an
investment, interest rate or foreign currency derivatives with FCE defaults. The failure of
one of these counterparties to perform its contractual obligations could negatively impact
FCE's results of operations.
Vehicle residual value risk is the possibility that the actual proceeds realised by FCE upon
the sale of a returned vehicle at contract termination will be lower than that forecast at
contract initiation. Vehicle residual values are set at values equal to or lower than the
forecast resale values. Lower than expected resale values, especially when coupled with a
higher than expected return rate, could exceed the reserves set aside by FCE.
Credit risk is the possibility of loss from a customer's or dealer's failure to make payments
according to contract terms. Although credit risk has a significant impact on FCE's
business, it is mitigated by the majority of FCE retail, leasing and wholesale financing
having the benefit of a title retention plan or similar security in the financed vehicle. In the
case of customer default, the value of the re-possessed collateral provides a source of
protection.
Interest rate risk arises when movements in the financial markets cause the interest payable
by FCE on its different sources of finance to increase relative to the interest received by
FCE by means of income from receivables and other assets. Exchange rate risk arises when
movements in the currency markets lead to a reduction in the value of the currency in
which FCE receives income from receivables and other assets and/or an increase in the
value of the currency in which FCE makes payment on its different sources of finance.
FCE's ability to obtain derivatives to manage these risks may be impacted generally by the
same factors that impact its ability to manage liquidity risks.
D.3
Key risks
There are also risks associated with the Notes including a range of risks relating to the structure
specific to the of the Notes, market risks and risks relating to Notes generally. These include that the
debt
creditworthiness of FCE, the value of any applicable reference rate, the time remaining to the
securities
maturity of the Notes, the outstanding amount of the Notes, any redemption features of the
Notes and changes in interest rates (among other things) will affect the market value of the
Notes; that there may be no secondary market in the Notes; that the application of the Banking
Reform Act (as defined below) may have an adverse effect on the Issuer and on the holders of
the Notes; that a Brexit may affect the Issuer's access to the Single Market and may affect
economic or market conditions in the UK and thus may have an adverse effect on the Issuer's
business and the value of the Notes; that the terms of the Notes may be modified without the
consent of the holder in certain circumstances; that investors who purchase the Notes in
denominations which are not an integral multiple of the Specified Denomination will be
adversely affected if definitive Notes are subsequently required to be issued; that the Notes may
be affected by a change to English law (including as a result of a Brexit) or administrative
practice; that the market values of securities issued at a substantial discount or premium to their
nominal amount tend to fluctuate more in relation to general changes in interest rates than do
prices for conventional interest-bearing securities; and that the value of an investor's investment
may be adversely affected by exchange rate movements where the Notes are not denominated in
the investor's own currency.

Section E Offer

Element Disclosure

requirement
E.2b
Reasons for
The net proceeds of issues of Notes will be used for [general corporate purposes of the Issuer/[
the offer and
]].
use of
proceeds
E.3
Terms and
[Not Applicable the Notes are in denominations of at least 100,000 (or its equivalent in any
conditions of
other currency).]