Obligation Ford Motor Co 4.75% ( US345370CQ17 ) en USD

Ford Motor Co

80.32 % ▲

Etats-unis

US345370CQ17 ( en USD )

4.75% par an ( paiement semestriel )

14/01/2043

Prospectus brochure de l'obligation Ford Motor Co US345370CQ17 en USD 4.75%, échéance 14/01/2043

2 000 USD

2 000 000 000 USD

345370CQ1

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/07/2024 ( Dans 56 jours )

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CQ17, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2043

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CQ17, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CQ17, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/37996/000104746913000047/a...
424B2 1 a2212354z424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-174150
Calculation of Registration Fee

Title of Each Class of Securities
Maximum Aggregate
Amount of
Offered

Offering Price

Registration Fee(1)

4.750% Notes due January 15, 2043
$1,948,460,000

$265,770

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 12, 2011)
The Notes wil bear interest from January 8, 2013 at the rate of 4.750% per annum. Ford wil pay interest on the
Notes semi-annual y in arrears on January 15 and July 15 of each year, beginning July 15, 2013.
Investing in the Notes involves risks. See "Risk Factors" on page S-1 of this prospectus
supplement and "Risk Factors" beginning on page 2 of the accompanying prospectus.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the
accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Initial public offering price

97.423%$ 1,948,460,000
Underwriting discounts and commissions

0.875%$
17,500,000
Proceeds, before expenses, to Ford

96.548%$ 1,930,960,000
Interest on the Notes wil accrue from January 8, 2013 and must be paid by the purchasers if the Notes are
delivered to the purchasers after that date. Ford expects that delivery of the Notes wil be made to investors on or about
January 8, 2013.
Joint Book-Running Managers
Barclays Citigroup Goldman, Sachs & Co. Morgan Stanley
Joint Lead Managers
BNP PARIBAS BofA Merrill Lynch Deutsche Bank Securities HSBC
J.P. Morgan RBC Capital Markets RBS
Senior Co-Managers
Credit Agricole CIB Credit Suisse
Junior Co-Managers
Bradesco BBI BB Securities CIBC COMMERZBANK
Prospectus Supplement dated January 3, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page

Forward-Looking Statements
S-ii

Risk Factors
S-1

Ratio of Earnings to Combined Fixed Charges
S-1

Use of Proceeds
S-1

Description of Notes
S-1

United States Taxation
S-2

Underwriting
S-6

Legal Opinions
S-9

Independent Registered Public Accounting Firm
S-10
Prospectus

Risk Factors
2

Where You Can Find More Information
2

Ford Motor Company
3

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
4

Use of Proceeds
4

Description of Debt Securities
4

Description of Capital Stock
10

Common Stock and Class B Stock
10

Preferred Stock
12

Description of Depositary Shares
16

Description of Warrants
19

Description of Stock Purchase Contracts and Stock Purchase Units
20

Plan of Distribution
20

Legal Opinions
21

Independent Registered Public Accounting Firm
22
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This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we
prepare or authorize contain and incorporate by reference information that you should consider when making
your investment decision. We have not, and the underwriters have not, authorized any person to provide any
information or represent anything about us other than what is contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on
behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you.
The Notes are not being offered in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of the documents.
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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 (the "PSLRA"). Forward-looking statements are based
on expectations, forecasts and assumptions by our management and involve a number of risks, uncertainties, and other
factors that could cause actual results to differ material y from those stated, including, without limitation, those set forth
in "Item 1A -- Risk Factors" and "Item 7 -- Management's Discussion and Analysis of Financial Condition and Results of
Operations" of Ford's Annual Report on Form 10-K for the year ended December 31, 2011 (the "2011 Annual Report on
Form 10-K") and in Part 1 "Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Ford's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 (the "First Quarter 2012
Form 10-Q Report"), June 30, 2012 (the "Second Quarter 2012 Form 10-Q Report") and September 30, 2012 (the
"Third Quarter 2012 Form 10-Q Report"), which are incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these
forward-looking statements wil prove accurate, or that any projections wil be realized. It is to be expected that there
may be differences between projected and actual results. Our forward-looking statements speak only as of the date of
their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events, or otherwise.
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RISK FACTORS
Before purchasing any Notes, you should read careful y this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein, including risk factors discussions in Ford's 2011 Annual Report on
Form 10-K, First Quarter 2012 Form 10-Q Report, Second Quarter 2012 Form 10-Q Report and Third Quarter 2012
Form 10-Q Report for risk factors regarding Ford.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
The ratio of our "earnings" to our combined "fixed charges" for the years 2007-2011 is included in an exhibit to our
2011 Annual Report on Form 10-K and such ratio for the nine months ended September 30, 2012 is included as an
exhibit to our Third Quarter 2012 Form 10-Q Report.
USE OF PROCEEDS
Ford intends to use the net proceeds from the sale of the Notes to redeem higher cost outstanding debt and to
accelerate contributions to its pension plans during 2013 to continue de-risking its pension obligations.
One of the key priorities of the One Ford plan is to finance the plan and improve the balance sheet. With this
offering, Ford is taking advantage of what it considers to be very favorable market conditions to issue low-cost,
long-term debt to improve its balance sheet.
DESCRIPTION OF NOTES
This description of the terms of the Notes adds information to the description of the general terms and provisions of
debt securities in the prospectus. If this summary differs in any way from the summary in the prospectus, you should rely
on this summary. The Notes are part of the debt securities registered by Ford in May 2011 to be issued on terms to be
determined at the time of sale.
The Notes wil initial y be limited to $2,000,000,000 aggregate principal amount, wil be unsecured obligations of
Ford and wil mature on January 15, 2043. The Notes are not subject to redemption prior to maturity. The Notes wil be
issued in minimum denominations of $2,000 and wil be issued in integral multiples of $1,000 for higher amounts.
Ford may, from time to time, without the consent of the holders of the Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms as the Notes. Any such additional notes wil , together
with the Notes, constitute a single series of notes under the Indenture. No additional Notes may be issued if an Event of
Default has occurred with respect to the Notes.
The Notes wil bear interest from January 8, 2013 at the rate of 4.750% per annum. Interest on the Notes wil be
payable on January 15 and July 15 of each year (each such day an "Interest Payment Date"), commencing July 15,
2013, to the persons in whose names the Notes were registered at the close of business on the 15th day preceding the
Interest Payment Date, subject to certain exceptions. Interest on the Notes wil be computed on the basis of a 360-day
year comprised of twelve 30-day months. If interest or principal is payable on a day that is not a business day, we wil
make the payment on the next business day, and no interest wil accrue as a
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result of the delay in payment. By "business day" we mean any day other than a Saturday or Sunday or other day on
which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
Ford wil issue the Notes under the Indenture, dated as of January 30, 2002, as supplemented, between Ford and
The Bank of New York Mel on, as successor to JPMorgan Chase Bank, as Trustee (the "Trustee"). The Indenture is
summarized in the prospectus beginning on Page 4. The Indenture and the Notes wil be governed by and construed in
accordance with the laws of the State of New York.
Book-Entry, Delivery and Form
The Notes wil be issued in the form of one or more ful y registered Global Notes (the "Global Notes") which wil be
deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered
in the name of Cede & Co., the Depository's nominee. Notes in definitive form wil not be issued, unless the Depository
notifies Ford that it is unwil ing or unable to continue as depository for the Global Notes and Ford fails to appoint a
successor depository within 90 days or unless otherwise determined, at Ford's option. Beneficial interests in the Global
Notes wil be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in the Depository.
Initial settlement for the Notes wil be made in immediately available funds. Secondary market trading between
participants of the Depository wil occur in the ordinary way in accordance with Depository rules and wil be settled in
immediately available funds using the Depository's Same-Day Funds Settlement System.
UNITED STATES TAXATION
The fol owing is a discussion of the material United States federal income tax and, in the case of a non-United
States person, a discussion of estate tax consequences of the acquisition, ownership and disposition of a Note. It
applies to you only if you are the beneficial owner of a Note that you acquire at its original issuance at the issue price
and hold the Note as a capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). This discussion does not apply to you if you are subject to special treatment under the United
States federal income tax law, such as:
·
dealers in securities or currencies;
·
financial institutions or life insurance companies;
·
tax-exempt organizations;
·
S corporations, real estate investment trusts or regulated investment companies;
·
persons holding Notes as part of a hedge, straddle, conversion or other "synthetic security" or integrated
transaction;
·
taxpayers subject to the alternative minimum tax;
·
U.S. holders (as defined below) with a functional currency other than the United States dol ar; or
·
certain United States expatriates.
The discussion is based on the Code, Treasury regulations (including temporary regulations) promulgated
thereunder, rulings, published administrative positions of the United States Internal
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Revenue Service (the "IRS") and judicial decisions, al as in effect on the date of this prospectus supplement, which are
subject to change, possibly with retroactive effect, or to different interpretations.
This discussion does not purport to address all of the United States federal income tax consequences that
may be applicable to you in light of your personal investment circumstances or status. Prospective purchasers
of Notes should consult their own tax advisors concerning United States federal income tax consequences of
acquiring, owning and disposing of the Notes, as well as any state, local or foreign tax consequences.
U.S. Holders
This section describes the material United States federal income tax consequences to U.S. holders. You are a
"U.S. holder" for purposes of this discussion if you are, for United States federal income tax purposes:
·
an individual who is a citizen or resident of the United States,
·
a domestic corporation,
·
an estate that is subject to United States federal income taxation without regard to the source of its
income, or
·
a trust if (1) a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons have the authority to control al substantial decisions of
the trust or (2) a valid election is in effect under applicable Treasury regulations for the trust to be treated
as a United States person.
If a United States partnership (including for this purpose any entity treated as a partnership for United States
federal income tax purposes) is a beneficial owner of the Notes, the treatment of a partner in the partnership general y
wil depend upon the status of the partner and upon the activities of the partnership. A holder of Notes that is a
partnership and partners in such partnership should consult their tax advisors.
Interest. General y, a U.S. holder wil include stated interest on the Notes as ordinary income at the time it is paid
or accrued in accordance with the U.S. holder's method of accounting for United States federal income tax purposes.
Sale or Other Disposition of Notes. Upon the sale or other disposition of a Note, a U.S. holder generally wil
recognize gain or loss equal to the difference between the amount realized on the sale or other disposition, except to the
extent such amount is attributable to accrued but unpaid stated interest, and the holder's tax basis in the Note. Your tax
basis in your Note general y wil be your cost of the Note.
Gain or loss so recognized wil be capital gain or loss and wil be long-term capital gain or loss if your holding
period in the Note exceeds one year. Long-term capital gains recognized by non-corporate holders general y wil be
subject to a lower tax rate than the rate applicable to ordinary income. The deductibility of capital losses is subject to
limitations.
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Non-United States Persons
This section describes the material United States federal income tax consequences to non-United States persons.
Subject to the discussion of backup withholding below:
(i) payments of principal and interest on a Note that is beneficial y owned by a non-United States person
wil not be subject to United States federal withholding tax; provided, that in the case of interest, (x) (a) the
beneficial owner does not actual y or constructively own 10% or more of the total combined voting power of al
classes of stock of Ford entitled to vote, (b) the beneficial owner is not a control ed foreign corporation that is
related, directly or indirectly, to Ford through stock ownership, and (c) either (A) the beneficial owner of the Note
certifies to the person otherwise required to withhold United States federal income tax from such interest, under
penalties of perjury, that it is not a United States person and provides its name and address or (B) a securities
clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its
trade or business (a "financial institution") and holds the Note certifies to the person otherwise required to withhold
United States federal income tax from such interest, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a financial institution between it and the beneficial owner and
furnishes the payor with a copy thereof; (y) the beneficial owner is entitled to the benefits of an income tax treaty
under which the interest is exempt from United States federal withholding tax and the beneficial owner of the Note
or such owner's agent provides an IRS Form W-8BEN claiming the exemption; or (z) the beneficial owner
conducts a trade or business in the United States to which the interest is effectively connected and the beneficial
owner of the Note or such owner's agent provides an IRS Form W-8ECI; provided that in each such case, the
relevant certification or IRS Form is delivered pursuant to applicable procedures and is properly transmitted to the
person otherwise required to withhold United States federal income tax, and none of the persons receiving the
relevant certification or IRS Form has actual knowledge that the certification or any statement on the IRS Form is
false;
(i ) a non-United States person wil not be subject to United States federal income or withholding tax on
any gain realized on the sale, exchange or redemption of a Note unless the gain is effectively connected with the
beneficial owner's trade or business in the United States or, in the case of an individual, the holder is present in
the United States for 183 days or more in the taxable year in which the sale, exchange or redemption occurs and
certain other conditions are met; and
(i i) a Note owned by an individual who at the time of death is not a citizen or resident of the United States
wil not be subject to United States federal estate tax as a result of such individual's death if the individual does
not actual y or constructively own 10% or more of the total combined voting power of al classes of stock of Ford
entitled to vote and the income on the Note would not have been effectively connected with a U.S. trade or
business of the individual.
If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States partnership wil
be required to provide an IRS Form W-8IMY, and unless it has entered into a withholding agreement with the IRS, to
attach an appropriate certification obtained from each of its partners.
Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a
holder of a Note who is a non-United States person, although exempt from United States withholding tax, may be subject
to United States income tax as if such interest was earned by a United States person. In addition, if such holder is a
non-United States corporation, it
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