Obligation Ford Motor Co 8.5% ( US345370CV02 ) en USD

Ford Motor Co

110.36 % ⇌

Etats-unis

US345370CV02 ( en USD )

8.5% par an ( paiement semestriel )

21/04/2023 - Obligation échue

Prospectus brochure de l'obligation Ford Motor Co US345370CV02 en USD 8.5%, échue

2 000 USD

3 500 000 000 USD

345370CV0

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CV02, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/04/2023

L'Obligation émise par Ford Motor Co ( Etats-unis ) , en USD, avec le code ISIN US345370CV02, 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 US345370CV02, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 6 4 5 0
Ca lc ula t ion of t he Re gist ra t ion Fe e

M a x im um
Aggre ga t e Offe ring
Am ount of
T it le of Ea c h Cla ss of Se c urit ie s Offe re d

Pric e
Re gist ra t ion Fe e (1 )

8.500% Notes due April 21, 2023

$3,500,000,000

$454,300

9.000% Notes due April 22, 2025

$3,500,000,000

$454,300

9.625% Notes due April 22, 2030

$1,000,000,000

$129,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d Fe brua ry 1 4 , 2 0 2 0 )
$ 8 ,0 0 0 ,0 0 0 ,0 0 0
Ford M ot or Com pa ny
$ 3 ,5 0 0 ,0 0 0 ,0 0 0 8 .5 0 0 % N ot e s due April 2 1 , 2 0 2 3
$ 3 ,5 0 0 ,0 0 0 ,0 0 0 9 .0 0 0 % N ot e s due April 2 2 , 2 0 2 5
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 9 .6 2 5 % N ot e s due April 2 2 , 2 0 3 0
The 8.500% Notes due April 21, 2023 (the "2023 Notes") will bear interest at the rate of 8.500% per annum. The 9.000%
Notes due April 22, 2025 (the "2025 Notes") will bear interest at the rate of 9.000% per annum. The 9.625% Notes due April 22,
2030 (the "2030 Notes, and, together with the 2023 Notes and the 2025 Notes, the "Notes") will bear interest at the rate of 9.625%
per annum. The Notes will bear interest from April 22, 2020 and Ford will pay interest on the 2023 Notes semi-annually in arrears
on April 21 and October 21 of each year, beginning October 21, 2020 and on the 2025 Notes and the 2030 Notes semi-annually in
arrears on April 22 and October 22 of each year, beginning October 22, 2020.
Ford may redeem the 2023 Notes, the 2025 Notes, and the 2030 Notes at the "make-whole" redemption prices described in
this prospectus supplement at any time in whole, or from time to time in part, in the case of the 2023 Notes, prior to maturity, in the
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case of the 2025 Notes, prior to March 22, 2025, and in the case of the 2030 Notes, prior to January 22, 2030. Ford may also
redeem all or any portion of the 2025 Notes and the 2030 Notes at any time in the case of the 2025 Notes on or after March 22,
2025 (which is the date that is one month prior to the maturity date of the 2025 Notes), and in the case of the 2030 Notes on or
after January 22, 2030 (which is the date that is three months prior to the maturity date of the 2030 Notes), each at a redemption
price equal to 100% of the principal amount of such Notes to be redeemed. Holders of any Notes redeemed will also receive
accrued and unpaid interest thereon to the date of redemption. The Notes will not be subject to repayment at the option of the
holder at any time prior to maturity and will not be entitled to any sinking fund. See "Description of Notes" in this prospectus
supplement.
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors" on pa ge S-2 of t his
prospe c t us supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 2 of t he a c c om pa nying
prospe c t us.
Neither the Securities and Exchange Commission 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.
Pe r 2 0 2 3
Pe r 2 0 2 5
Pe r 2 0 3 0

N ot e

T ot a l

N ot e

T ot a l

N ot e

T ot a l

Initial public
offering
price

100.000%$3,500,000,000
100.000%$3,500,000,000
100.000%$1,000,000,000
Underwriting
discounts
and
commissions
0.850%$
29,750,000
0.950%$
33,250,000
1.050%$
10,500,000
Proceeds,
before
expenses, to
Ford

99.150%$3,470,250,000
99.050%$3,466,750,000
98.950%$ 989,500,000
Interest on the Notes will accrue from April 22, 2020 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 will be made to investors on or about April 22, 2020.
We expect that delivery of the Notes will be made to underwriters in book-entry form through The Depository Trust Company
("DTC") for the benefit of its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A.
("Clearstream") on or about April 22, 2020.
Joint Book-Running Managers
BofA
Goldm a n
J .P.
M orga n
Se c urit ie s

Cit igroup
Sa c hs & Co. LLC

M orga n

St a nle y
De ut sc he Ba nk
Ba rc la ys
Se c urit ie s
Co-Managers
Cre dit
Bra de sc o
Agric ole
Cre dit
BN P PARI BAS
BBI

COM M ERZ BAN K
CI B

Suisse
Lloyds
M izuho
RBC Ca pit a l
SM BC
SOCI ET E
Se c urit ie s

Se c urit ie s

M a rk e t s

N ik k o

GEN ERALE
Prospe c t us Supple m e nt da t e d April 1 7 , 2 0 2 0
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Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
Forward-Looking Statements
S-iii
Recent Developments
S-1
Risk Factors
S-2
Use of Proceeds
S-3
Description of Notes
S-3
United States Taxation
S-10
Underwriting
S-14
Legal Opinions
S-20
Experts
S-20
Prospe c t us

Risk Factors

2
Where You Can Find More Information

2
Ford Motor Company

3
Use of Proceeds

3
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

21
Legal Opinions

22
Experts

22
T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e -w rit ing prospe c t us t ha t w e
pre pa re or a ut horize c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n
m a k ing your inve st m e nt de c ision. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny pe rson t o
provide a ny inform a t ion or re pre se nt a nyt hing a bout us ot he r t ha n w ha t is c ont a ine d or inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in a ny fre e w rit ing prospe c t us
pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We t a k e no re sponsibilit y for, a nd c a n
provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y give you.
T he N ot e s a re not be ing offe re d in a ny jurisdic t ion w he re t he offe r is not pe rm it t e d.
Y ou should not a ssum e t ha t t he inform a t ion in t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e on t he front of t he doc um e nt s.
Prohibition of Sales to EEA and UK Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or the UK. For these purposes, a "retail investor" means a person who is one (or
more) of: (i) a retail client as defined in
S-i
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Table of Contents
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as
appropriate.
S-ii
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
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, the risk factor set forth in this prospectus supplement under the
heading "Risk Factors" and 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, 2019 (the
"2019 Annual Report on Form 10-K"), which is incorporated herein by reference.
We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-
looking statements will prove accurate, or that any projections 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 statements, whether as a result of new information,
future events, or otherwise.
S-iii
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RECEN T DEV ELOPM EN T S
First Qua rt e r Pre lim ina ry Re sult s
On April 13, 2020, Ford announced that first-quarter vehicle wholesales were down 21 percent from a year ago, largely as a
result of lower production and demand related to the coronavirus ("COVID-19"). For the first quarter of 2020, Ford currently expects
to report revenue of about $34 billion, net income/(loss) of about $(2) billion, and adjusted EBIT of about $(0.6) billion, which
excludes special item charges of about $0.3 billion, interest expense on debt (excluding Ford Credit debt) of about $0.2 billion, and
income tax expense of about $0.8 billion.
Ford has not yet completed the close of its first-quarter 2020 books and the preliminary financial data have not been subject
to review or other procedures by the company's independent auditor. The company's announcement of first-quarter financial results,
including estimates of the economic effects of the COVID-19 pandemic on the business, is planned for April 28, 2020. In March,
Ford withdrew all guidance for 2020 financial performance it had given on February 4, 2020.
Supplie r U pda t e
Ford has learned that a BorgWarner production facility in South Carolina suffered significant damage on April 13, 2020 when
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it was hit by a tornado. The BorgWarner facility supplies transfer cases to us. Initial assessments indicate that the Ford tooling was
not materially damaged in this incident, although the building and facilities were significantly impacted. We do not have sufficient
information to confirm when the facility will be back on-line, but plans are in place to support our U.S. plant resumptions. Products
that could be impacted by this incident when production resumes potentially include four-wheel drive and/or all-wheel drive versions
of F-150, Expedition, Super Duty, Explorer, Transit, Lincoln Navigator and Lincoln Aviator.
Subsidia ry Gua ra nt e e s for Cre dit Fa c ilit ie s
In March 2020, we fully drew our corporate credit facility and supplemental revolving credit facility and received in the
aggregate $15.4 billion from the lenders under the credit facilities. The credit facilities, as well as our Loan Arrangement and
Reimbursement Agreement with the U.S. Department of Energy (the "DOE") related to our ATVM loan, which has an aggregate
$1.3 billion outstanding, require us to provide guarantees from certain of our subsidiaries in the event our senior, unsecured, long-
term debt does not maintain at least two investment grade ratings from Fitch, Moody's, and S&P. As a result of being downgraded
by Moody's in September 2019 and S&P in March 2020, on or before April 24, 2020, the following subsidiaries will provide
unsecured guarantees to the lenders under the credit facilities and to the DOE: Ford Component Sales, LLC; Ford European
Holdings LLC; Ford Global Technologies, LLC; Ford Holdings LLC (the parent company of Ford Motor Credit Company LLC); Ford
International Capital LLC; Ford Mexico Holdings LLC; Ford Motor Service Company; Ford Smart Mobility LLC; and Ford Trading
Company, LLC (collectively, the "Subsidiary Guarantors"). Ford Holdings LLC had about $470 million of external debt at March 31,
2020 and none of the other Subsidiary Guarantors have external debt. At December 31, 2019, Ford Motor Company had about $70
billion of assets (net of investments in consolidated affiliates), reflecting substantially all of our consolidated domestic automotive
assets. Ford Motor Company is an operating company and the obligor of the Notes offered hereunder. The Notes offered
hereunder will not be guaranteed by the Subsidiary Guarantors or any of our other subsidiaries. As a result, the Notes will be
structurally subordinated with respect to the Subsidiary Guarantors to the extent of the foregoing indebtedness.
S-1
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RI SK FACT ORS
Before purchasing any Notes, you should read carefully this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein, including risk factor discussions in Ford's 2019 Annual Report on Form 10-K and the
Current Report on Form 8-K dated April 13, 2020 (with respect to Item 8.01 only), for risk factors regarding Ford.
Ford's financial condition and results of operations have been and may continue to be adversely affected by public health
issues, including epidemics or pandemics such as COVID-19.
We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the
deadly global outbreak of the coronavirus ("COVID-19"). The impact of COVID-19, including changes in consumer behavior,
pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the
global economy and led to reduced economic activity. There have been extraordinary actions taken by international, federal, state,
and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions
throughout the world, including travel bans, quarantines, "stay-at-home" orders, and similar mandates for many individuals to
substantially restrict daily activities and for many businesses to curtail or cease normal operations.
Consistent with the actions taken or recommended by governmental authorities, in March 2020, we elected to shut down our
manufacturing operations in regions around the world outside of China, where manufacturing operations had been shut down since
January. At this time, we have not determined when manufacturing operations will resume, although we are currently considering a
scenario for a phased restart of our manufacturing plants, supply network, and other dependent functions (in addition to what is
already underway in China) in the second quarter of 2020 with enhanced safety standards in place to protect workers. Our
automotive operations will generally not realize revenue while our facilities are shut down, but we will continue to incur operating
and non-operating expenses. Any decisions on resumptions will be made in cooperation with local unions, suppliers, dealers, and
other stakeholders. A continued significant disruption to our production schedule will have a substantial adverse effect on our
financial condition, liquidity, and results of operations.
The economic slowdown attributable to COVID-19 has led to a global decrease in vehicle sales in markets around the world.
As described in more detail under "Industry sales volume in any of our key markets can be volatile and could decline if there is a
financial crisis, recession, or significant geopolitical event" in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2019, a sustained decline in vehicle sales would have a substantial adverse effect on our financial condition,
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results of operations, and cash flow. Moreover, as a result of the restrictions described above and consumers' reaction to COVID-
19 in general, showroom traffic at our dealers has dropped significantly and many dealers have temporarily ceased operations,
thereby reducing the demand for our products and leading dealers to purchase fewer vehicles from us, as well as a reduction in
parts and accessories sales. At the same time, despite the decrease in revenue, our production trade payables continue to come
due through April, resulting in a deterioration of our cash flow. The extent and duration of the deterioration is uncertain at this time.
The full impact of the COVID-19 pandemic on our financial condition and results of operations will depend on future
developments, such as the ultimate duration and scope of the outbreak, its impact on our customers and suppliers, how quickly
normal economic conditions, operations, and the demand for our products can resume, and whether the pandemic leads to
recessionary conditions in any of our key markets. For example, fully ramping up our production schedule to
S-2
Table of Contents
prior levels may take several months and will depend, in part, on whether our suppliers and dealers have resumed normal
operations. Further, government-sponsored liquidity or stimulus programs in response to the COVID-19 pandemic may not be
available to our customers, suppliers, dealers, or us, and if available, may nevertheless be insufficient to address the impacts of
COVID-19. Moreover, our supply and distribution chains may be disrupted by supplier or dealer bankruptcies or their permanent
discontinuation of operations. Accordingly, the ultimate impact on our financial condition and results of operations cannot be
determined at this time. Nevertheless, despite the uncertainty of the COVID-19 situation, we expect our full year 2020 results of
operations to be adversely affected.
The COVID-19 pandemic may also exacerbate other risks disclosed in Item 1A. Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2019, including, but not limited to, our competitiveness, demand or market
acceptance for our products, shifting consumer preferences, and vehicle residual values.
U SE OF PROCEEDS
Ford estimates that the net proceeds of this offering will be approximately $7,926,000,000 after deducting the underwriting
discounts and estimated offering expenses payable by Ford. Ford intends to use the net proceeds from the sale of the Notes for
general corporate purposes.
DESCRI PT I ON OF N OT ES
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 February 2020 to be issued on terms to be determined at
the time of sale.
Ford will issue the Notes under the Indenture, dated as of January 30, 2002, as supplemented, between Ford and The Bank
of New York Mellon, 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 will be governed by and construed in accordance with the laws of
the State of New York.
2 0 2 3 N ot e s
The 2023 Notes will initially be limited to $3,500,000,000 aggregate principal amount and will be unsecured obligations of
Ford. The 2023 Notes will mature on April 21, 2023. The 2023 Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 for higher amounts.
The 2023 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be
entitled to any sinking fund.
Ford may, from time to time, without the consent of the holders of the 2023 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the 2023 Notes. Any such additional notes will, together with the
2023 Notes, constitute a single series of notes under the Indenture. No additional 2023 Notes may be issued if an Event of Default
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has occurred with respect to the 2023 Notes.
S-3
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The 2023 Notes will bear interest from April 22, 2020 at the rate of 8.500% per annum. Interest on the 2023 Notes will be
payable semi-annually in arrears on April 21 and October 21 of each year (each such day an "Interest Payment Date"),
commencing October 21, 2020, to the persons in whose names the 2023 Notes were registered at the close of business on the
15th day preceding the Interest Payment Date, subject to certain exceptions. Interest on the 2023 Notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months. Each interest payment on a 2023 Note will include interest accrued
from, and including, the issue date or the last Interest Payment Date, as the case may be, to, but excluding, the following Interest
Payment Date or the maturity date, as the case may be. If interest or principal is payable on a day that is not a business day, we
will make the payment on the next business day, and no interest will accrue as a 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.
Optional Redemption. The 2023 Notes offered hereby will be redeemable prior to maturity, in whole or from time to time in
part, at a redemption price equal to the greater of:
·
100% of the principal amount of the 2023 Notes to be redeemed; and
·
as determined by the Quotation Agent (defined below), the sum of the present values of the Remaining Scheduled
Payments (defined below) of principal and interest on the 2023 Notes to be redeemed, discounted to the redemption
date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury
Rate (defined below) plus 50 basis points;
plus, in each case, accrued and unpaid interest on the principal amount of the 2023 Notes to be redeemed to the redemption date.
In the case of a partial redemption of the 2023 Notes, the 2023 Notes to be redeemed shall be selected by the Trustee in
accordance with the procedures of DTC from the outstanding 2023 Notes not previously called for redemption. Notice of any
redemption will be sent in accordance with the procedures of DTC at least 15 days but not more than 60 days before the
redemption date to the holder of record of the 2023 Notes. A partial redemption will not reduce the portion of any 2023 Note not
being redeemed to a principal amount of less than $2,000. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 20 Notes or the portions of the 2023 Notes called for redemption.
Definitions. Following are definitions of the terms used in the optional redemption provisions discussed above.
"Adjusted Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the 2023 Notes that would be used, at the time of a selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
2023 Notes.
"Comparable Treasury Price" means, for any redemption date, the average of the Reference Treasury Dealer Quotations for
that redemption date.
S-4
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"Quotation Agent" means any Reference Treasury Dealer appointed by us to act as a quotation agent.
"Reference Treasury Dealer" means each of BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
J.P. Morgan Securities LLC, or Morgan Stanley & Co. LLC or any of such parties' successors; provided, however, that if any of the
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foregoing shall cease to be a primary U.S. Government securities dealer (each, a "Primary Treasury Dealer"), Ford will substitute
therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case,
as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., Eastern time, by such Reference Treasury
Dealer on the third business day preceding such redemption date.
"Remaining Scheduled Payments" means the remaining scheduled payments of the principal and interest on the 2023 Notes
to be redeemed that would be due after the related redemption date but for such redemption; provided, however, that if such
redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment on such 2023
Notes will be reduced by the amount of interest accrued on such 2023 Notes to such redemption date.
2 0 2 5 N ot e s
The 2025 Notes will initially be limited to $3,500,000,000 aggregate principal amount and will be unsecured obligations of
Ford. The 2025 Notes will mature on April 22, 2025. The 2025 Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 for higher amounts.
The 2025 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be
entitled to any sinking fund.
Ford may, from time to time, without the consent of the holders of the 2025 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the 2025 Notes. Any such additional notes will, together with the
2025 Notes, constitute a single series of notes under the Indenture. No additional 2025 Notes may be issued if an Event of Default
has occurred with respect to the 2025 Notes.
The 2025, Notes will bear interest from April 22, 2020 at the rate of 9.000% per annum. Interest on the 2025 Notes will be
payable semi-annually in arrears on April 22 and October 22 of each year (each such day an "Interest Payment Date"),
commencing October 22, 2020, to the persons in whose names the 2025 Notes were registered at the close of business on the
15th day preceding the Interest Payment Date, subject to certain exceptions. Interest on the 2025 Notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months. Each interest payment on a 2025 Note will include interest accrued
from, and including, the issue date or the last Interest Payment Date, as the case may be, to, but excluding, the following Interest
Payment Date or the maturity date, as the case may be. If interest or principal is payable on a day that is not a business day, we
will make the payment on the next business day, and no interest will accrue as a 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.
S-5
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Optional Redemption. The 2025 Notes offered hereby will be redeemable prior to maturity, in whole or from time to time in
part, prior to March 22, 2025 (which is the date that is one month prior to the maturity date of the 2025 Notes), at a redemption
price equal to the greater of:
·
100% of the principal amount of the 2025 Notes to be redeemed; and
·
as determined by the Quotation Agent (defined below), the sum of the present values of the Remaining Scheduled
Payments (defined below) of principal and interest on the 2025 Notes to be redeemed that would be due if the 2025
Notes matured on the 2025 Par Call Date (defined below), discounted to the redemption date on a semi-annual basis
assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate (defined below) plus 50
basis points;
plus, in each case, accrued and unpaid interest on the principal amount of the 2025 Notes to be redeemed to the redemption date.
At any time on or after the 2025 Par Call Date, the redemption price will be equal to 100% of the principal amount of the
2025 Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.
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In the case of a partial redemption of the 2025 Notes, the 2025 Notes to be redeemed shall be selected by the Trustee in
accordance with the procedures of DTC from the outstanding 2025 Notes not previously called for redemption. Notice of any
redemption will be sent in accordance with the procedures of DTC at least 15 days but not more than 60 days before the
redemption date to the holder of record of the 2025 Notes. A partial redemption will not reduce the portion of any 2025 Note not
being redeemed to a principal amount of less than $2,000. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2025 Notes or the portions of the 2025 Notes called for redemption.
Definitions. Following are definitions of the terms used in the optional redemption provisions discussed above.
"Adjusted Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the 2025 Notes, assuming the 2025 Notes matured on the 2025 Par Call Date, that
would be used, at the time of a selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the 2025 Notes, assuming the 2025 Notes matured on the 2025 Par
Call Date.
"Comparable Treasury Price" means, for any redemption date, the average of the Reference Treasury Dealer Quotations for
that redemption date.
"2025 Par Call Date" means March 22, 2025, which is the date that is one month prior to the maturity date of the 2025
Notes.
"Quotation Agent" means any Reference Treasury Dealer appointed by us to act as a quotation agent.
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"Reference Treasury Dealer" means each of BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
J.P. Morgan Securities LLC, or Morgan Stanley & Co. LLC or any of such parties' successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer (each, a "Primary Treasury Dealer"), Ford will substitute
therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case,
as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., Eastern time, by such Reference Treasury
Dealer on the third business day preceding such redemption date.
"Remaining Scheduled Payments" means the remaining scheduled payments of the principal and interest on the 2025 Notes
to be redeemed that would be due after the related redemption date but for such redemption; provided, however, that if such
redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment on such 2025
Notes will be reduced by the amount of interest accrued on such 2025 Notes to such redemption date.
2 0 3 0 N ot e s
The 2030 Notes will initially be limited to $1,000,000,000 aggregate principal amount and will be unsecured obligations of
Ford. The 2030 Notes will mature on April 22, 2030. The 2030 Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 for higher amounts.
The 2030 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be
entitled to any sinking fund.
Ford may, from time to time, without the consent of the holders of the 2030 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the 2030 Notes. Any such additional notes will, together with the
2030 Notes, constitute a single series of notes under the Indenture. No additional 2030 Notes may be issued if an Event of Default
has occurred with respect to the 2030 Notes.
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The 2030 Notes will bear interest from April 22, 2020 at the rate of 9.625% per annum. Interest on the 2030 Notes will be
payable semi-annually in arrears on April 22 and October 22 of each year (each such day an "Interest Payment Date"),
commencing October 22, 2020, to the persons in whose names the 2030 Notes were registered at the close of business on the
15th day preceding the Interest Payment Date, subject to certain exceptions. Interest on the 2030 Notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months. Each interest payment on a 2030 Note will include interest accrued
from, and including, the issue date or the last Interest Payment Date, as the case may be, to, but excluding, the following Interest
Payment Date or the maturity date, as the case may be. If interest or principal is payable on a day that is not a business day, we
will make the payment on the next business day, and no interest will accrue as a 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.
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Optional Redemption. The 2030 Notes offered hereby will be redeemable prior to maturity, in whole or from time to time in
part, prior to January 22, 2030 (which is the date that is three months prior to the maturity date of the 2030 Notes), at a
redemption price equal to the greater of:
·
100% of the principal amount of the 2030 Notes to be redeemed; and
·
as determined by the Quotation Agent (defined below), the sum of the present values of the Remaining Scheduled
Payments (defined below) of principal and interest on the 2030 Notes to be redeemed that would be due if the 2030
Notes matured on the 2030 Par Call Date (defined below), discounted to the redemption date on a semi-annual basis
assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate (defined below) plus 50
basis points;
plus, in each case, accrued and unpaid interest on the principal amount of the 2030 Notes to be redeemed to the redemption date.
At any time on or after the 2030 Par Call Date, the redemption price will be equal to 100% of the principal amount of the
2030 Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.
In the case of a partial redemption of the 2030 Notes, the 2030 Notes to be redeemed shall be selected by the Trustee in
accordance with the procedures of DTC from the outstanding 2030 Notes not previously called for redemption. Notice of any
redemption will be sent in accordance with the procedures of DTC at least 15 days but not more than 60 days before the
redemption date to the holder of record of the 2030 Notes. A partial redemption will not reduce the portion of any 2030 Note not
being redeemed to a principal amount of less than $2,000. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2030 Notes or the portions of the 2030 Notes called for redemption.
Definitions. Following are definitions of the terms used in the optional redemption provisions discussed above.
"Adjusted Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the 2030 Notes, assuming the 2030 Notes matured on the 2030 Par Call Date, that
would be used, at the time of a selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the 2030 Notes, assuming the 2030 Notes matured on the 2030 Par
Call Date.
"Comparable Treasury Price" means, for any redemption date, the average of the Reference Treasury Dealer Quotations for
that redemption date.
"2030 Par Call Date" means January 22, 2030, which is the date that is three months prior to the maturity date of the 2030
Notes.
"Quotation Agent" means any Reference Treasury Dealer appointed by us to act as a quotation agent.
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