Bond F?rd 6.2% ( US3453708451 ) in USD

F?rd

22.02 % ▲

United States

US3453708451 ( in USD )

6.2% per year ( payment 4 times a year)

31/05/2059

Prospectus brochure of the bond Ford US3453708451 en USD 6.2%, maturity 31/05/2059

345370845

01/03/2026 ( In 21 days )

Ford Motor Company is a multinational automaker headquartered in Dearborn, Michigan, that designs, manufactures, markets, and services a full line of Ford-branded cars, trucks, SUVs, and electrified vehicles, and luxury Lincoln vehicles.

Investors assessing fixed-income opportunities may examine the Ford Motor Company bond (ISIN: US3453708451, CUSIP: 345370845), an instrument issued in the United States and denominated in USD, which carries an annual coupon rate of 6.2% paid quarterly and matures on May 31, 2059; currently trading at 20.05% of its par value, this significant discount reflects prevailing market dynamics for the global automotive giant, a storied manufacturer of vehicles known for its ongoing strategic evolution towards electric mobility and advanced technology.

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Table of Contents
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 1 6 1 2 6
Ca lc ula t ion of t he Re gist ra t ion Fe e

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

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

6.20% Notes due June 1, 2059

$750,000,000

$90,900

(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 7 , 2 0 1 7 )
Ford M ot or Com pa ny
$ 7 5 0 ,0 0 0 ,0 0 0 6 .2 0 % N ot e s due J une 1 , 2 0 5 9
The 6.20% Notes due June 1, 2059 (the "Notes") will bear interest at the rate of 6.20% per annum. The Notes will bear
interest from May 28, 2019 and Ford will pay interest on the Notes quarterly in arrears on March 1, June 1, September 1, and
December 1 of each year, beginning September 1, 2019. The Notes will be issued in minimum denominations of $25 and integral
multiples thereof.
The Notes may not be redeemed by Ford before June 1, 2024. On such date and on any business day thereafter the Notes
may be redeemed in whole or in part at 100% of their principal amount plus accrued and unpaid interest. 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.
The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the New
York Stock Exchange. We expect trading in the Notes on the New York Stock Exchange to begin less than 30 days after the
original issue date.
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-1 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
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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.

Per Note
T ot a l

Initial public offering price
100.00%$
750,000,000.00
Underwriting discounts and commissions

(1)
$
23,457,031.25
Proceeds, before expenses, to Ford

(1)
$
726,542,968.75
(1)
Reflects $742,187,500 aggregate principal amount of Notes sold to retail investors for which the underwriting
discount is 3.15% for a total underwriting discount of $23,378,906.25 and $7,812,500 aggregate principal
amount of Notes sold to institutional investors for which the underwriting discount is 1.00% for a total
underwriting discount of $78,125.
Interest on the Notes will accrue from May 28, 2019 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 May 28, 2019.
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 May 28, 2019.
Joint Book-Running Managers
BofA M e rrill Lync h
M orga n St a nle y
RBC Ca pit a l M a rk e t s
We lls Fa rgo Se c urit ie s
Joint Lead Managers
Cit igroup

J .P. M orga n

Prospe c t us Supple m e nt da t e d M a y 2 0 , 2 0 1 9
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
Risk Factors
S-1
Use of Proceeds
S-2
Description of Notes
S-2
United States Taxation
S-4
Underwriting
S-8
Legal Opinions
S-13
Experts
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Prospe c t us

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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

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.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are
S-i
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persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant
persons.
In connection with the offering, the Underwriters are not acting for anyone other than Ford and will not be responsible to
anyone other than Ford for providing the protections afforded to their clients nor for providing advice in relation to the offering.
Any distributor subject to Directive 2014/65/EU (as amended, "MiFID II") subsequently offering, selling or recommending the
Notes is responsible for undertaking its own target market assessment in respect of the Notes and determining the appropriate
distribution channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU)
2017/593 ("Delegated Directive"). Neither Ford nor any of the Underwriters make any representations or warranties as to a
distributor's compliance with the Delegated Directive.
S-ii
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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, 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, 2018 (the "2018 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 Report on Form 10-Q for the quarter
ended March 31, 2019 (the "First Quarter 2019 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 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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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 2018 Annual Report on Form 10-K and First
Quarter 2019 Form 10-Q Report, for risk factors regarding Ford.
We cannot assure you that a trading market for the Notes will ever develop or be maintained.
The Notes are a new issue of securities with no established trading market. Although we intend to apply to list the Notes on
the New York Stock Exchange, we cannot assure you that the Notes will be approved for listing. The Notes have not been
approved for listing as of the date of this prospectus supplement. If a trading market does develop, there can be no assurance that
it will continue or that it will be sufficiently liquid to allow you to resell your Notes if or when you want to or at a price that you
consider acceptable.
If you try to sell the Notes before they mature, the market value, if any, may be less than the principal amount of the
Notes.
If you try to sell your Notes prior to maturity, there may be a very limited market for the Notes, or no market at all. Even if you
are able to sell your Notes, there are many factors that may affect the market value of the Notes. Some of these factors, but not all,
are mentioned below. Some of these factors are interrelated. As a result, the effect of any one factor may be offset or magnified by
the effect of another factor. These factors include, without limitation:
·
the time remaining to the maturity of the Notes;
·
the outstanding principal amount of the Notes;
·
the redemption features of the Notes;
·
rates of interest prevailing in the markets that may be higher than rates borne by the Notes;
·
the level, direction and volatility of interest rates generally and other conditions in credit markets;
·
the credit ratings assigned to Ford or the Notes; and
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·
the perceived creditworthiness of Ford, which may be impacted by our financial condition or results of operations.
There may be a limited number of buyers, or no buyers at all, when you decide you would like to sell your Notes. This can
affect the price you receive for your Notes or your ability to sell your Notes at all.
We may choose to redeem Notes when prevailing interest rates are relatively low.
We may choose to redeem your Notes at any time after June 1, 2024. See "Description of Notes" in this prospectus
supplement. Prevailing interest rates at the time we redeem your Notes may be lower than the rate borne by the Notes as of their
original issue date. In such a case you would not be able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as the interest rate on the Notes being redeemed. Our redemption right also may adversely impact
your ability to sell your Notes as the redemption date approaches.
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Any credit ratings assigned to the Notes may not reflect all risks on the market value of the Notes.
Any credit ratings assigned to the Notes reflect the rating agencies' opinion of our ability to make payments on the Notes
when such payments are due. Actual or anticipated changes in the credit ratings assigned to the Notes will generally affect the
value of your Notes. The credit ratings assigned to the Notes, however, may not reflect fluctuations in the market value of the
Notes as a result of changes in prevailing interest rates, our credit spreads, or other factors.
U SE OF PROCEEDS
Ford estimates that the net proceeds of this offering will be approximately $726.3 million 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, primarily the restructuring of existing automotive affiliate debt on more favorable terms.
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 2017 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.
The Notes will initially be limited to $750,000,000 aggregate principal amount and will be unsecured obligations of Ford. The
Notes will mature on June 1, 2059. The Notes will be issued in minimum denominations of $25 and integral multiples thereof.
The Notes may not be redeemed before June 1, 2024. On such date and on any business day thereafter the Notes may be
redeemed in whole or from time to time in part, at the option of Ford, on not less than 30 nor more than 60 days prior notice given
in the manner provided in the Indenture, at a redemption price equal to 100% of the principal amount to be redeemed, together
with interest thereon payable to the redemption date.
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.
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 will, 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
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respect to the Notes.
The Notes will bear interest from May 28, 2019 at the rate of 6.20% per annum. Interest on the Notes will be payable
quarterly on March 1, June 1, September 1, and December 1 of each year (each such day an "Interest Payment Date"),
commencing September 1, 2019, to the persons in
S-2
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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 will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Each interest payment on a 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.
Book -Ent ry, De live ry a nd Form
The Notes will be issued in the form of one or more fully registered Global Notes (the "Global Notes") which will 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 will not be issued, unless the Depository notifies Ford that it is
unwilling 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 will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository. All
interests in the Global Notes will be subject to the operations and procedures of the Depository.
Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between participants of
the Depository will occur in the ordinary way in accordance with Depository rules and will be settled in immediately available funds
using the Depository's Same-Day Funds Settlement System.
S-3
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U N I T ED ST AT ES T AX AT I ON
The following is a discussion of the material United States federal income tax and, in the case of a non-United States person,
United States federal 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 indicated on the cover page of this
prospectus supplement and you 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 holders that 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;
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·
U.S. holders (as defined below) with a functional currency other than the United States dollar;
·
persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of
such income being recognized on an "applicable financial statement" (within the meaning of section 451 of the Code);
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 Revenue Service (the "IRS") and judicial decisions, all as of the
date of this prospectus supplement, and all of 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, including the Medicare tax on net investment income.
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. H olde rs
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 corporation (or other entity treated as a corporation for United States federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the District of Columbia;
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·
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 all 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 or arrangement 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 generally will 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. Generally, a U.S. holder will 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 taxable disposition of a Note, a U.S. holder generally will
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 (which will be treated as interest as described above), and the
holder's tax basis in the Note. Your tax basis in your Note generally will be your cost of the Note.
Gain or loss so recognized will be capital gain or loss and will 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 generally will be subject to a lower tax rate
than the rate applicable to ordinary income. The deductibility of capital losses is subject to limitations.
N on -U nit e d St a t e s H olde rs
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This section describes the material United States federal income and estate tax consequences to non-United States persons.
For purposes of this discussion, a non-United States person is a beneficial owner of a Note that is neither a U.S. holder nor an
entity or arrangement that is treated as a partnership for United States federal income tax purposes. Subject to the discussions of
backup withholding and FATCA below:
(i) payments of principal and interest on a Note that is beneficially owned by a non-United States person will not be
subject to the 30% United States federal withholding tax; provided, that in the case of interest, (x) (a) the beneficial owner
does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Ford
entitled to vote, (b) the beneficial owner is not a controlled foreign corporation that is related, directly or indirectly, to Ford
through stock ownership, and (c) either (I) the beneficial owner of the Note provides a properly completed IRS Form W-
8BEN or W-8BEN-E to the person otherwise required to withhold United States federal income tax for such interest
certifying, under penalties of perjury, that, among other things, it is not a United States person and provides its name and
address or (II) 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 on behalf of a non-United States
person, certifies to the person otherwise required to withhold United States federal income tax from such interest, under
penalties of perjury, that the certification described above in clause (I) 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
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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 a properly completed IRS Form W-8BEN or W-8BEN-E
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 a properly completed 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;
(ii) a non-United States person will 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
(iii) a Note owned by an individual who at the time of death is not a citizen or resident of the United States will not be
subject to United States federal estate tax as a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all 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.
Interest on a Note (or gain from the sale, exchange or redemption of 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 (and, if an applicable tax treaty
so requires, is attributable to a permanent establishment in the United States of such holder), although exempt from United States
withholding tax (provided the non-United States person provides the appropriate certification) generally will be subject to United
States income tax in the same manner as if such interest was earned (or such gain was realized) by a U.S. holder. In addition, if
such holder is a non-United States corporation, it may be subject to a branch profits tax at a rate of 30% (or such lower rate
provided by an applicable income tax treaty) of its annual earnings and profits that are so effectively connected, subject to specific
adjustments.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the
proceeds of the sale of a Note within the United States to non-corporate U.S. holders of the Notes, and "backup withholding"
generally will apply to such payments if the holder fails to provide an accurate taxpayer identification number (on an IRS Form W-
9) in the manner required or to report all interest and dividends required to be shown on its United States federal income tax
returns.
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Information reporting on IRS Form 1099 and backup withholding will generally not apply to payments made by Ford or a
paying agent to a non-United States person on a Note if, a properly completed certification of foreign status on an appropriate IRS
Form W-8 is provided to Ford or its paying agent, as described above.
Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker generally will not be subject
to information reporting or backup withholding, except that if
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the broker is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50% or more
of whose gross income is effectively connected with a United States trade or business for a specified three-year period, a foreign
partnership with specific connections to the United States, or a United States branch of a foreign bank or foreign insurance
company, information reporting may apply to such payments. Payments of the proceeds from the sale of a Note to or through the
United States office of a broker are subject to information reporting and backup withholding unless the holder or beneficial owner
properly certifies that it is a non-United States person and that it satisfies certain other conditions or otherwise establishes an
exemption from information reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder's United States federal
income tax, provided the necessary information is furnished to the IRS.
Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042-S,
which must be filed with the IRS and furnished to such beneficial owner. Copies of information returns may be provided to tax
authorities in a beneficial owner's country of residence pursuant to a treaty or other agreement.
FAT CA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act ("FATCA") on certain types of payments
made to certain foreign financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on payments of interest on Notes made to a "foreign financial institution"
or a "non-financial foreign entity" (in each case, as defined in the Code), regardless of whether such foreign institution or entity is a
beneficial owner or an intermediary, unless (1) in the case of a foreign financial institution, the foreign financial institution
undertakes certain diligence and reporting obligations, (2) in the case of a non-financial foreign entity, the non-financial foreign
entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying
information regarding each substantial United States owner and satisfies certain other requirements or (3) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial
institution and is subject to the diligence and reporting requirements described in clause (1) above, it must enter into an agreement
with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "U.S.
persons" or "U.S.-owned foreign entities" (in each case, as defined in the Code), annually report certain information about such
accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing
FATCA may be subject to different rules.
Prospective purchasers of Notes should consult their tax advisors regarding the consequences and application of the rules
under FATCA.
S-7
Table of Contents
U N DERWRI T I N G
Ford is selling the Notes to the Underwriters named below under an Underwriting Agreement dated May 20, 2019 and a
related Pricing Agreement dated May 20, 2019. BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and
Wells Fargo Securities, LLC are acting as representatives of the Underwriters. The Underwriters and the amount of Notes each of
https://www.sec.gov/Archives/edgar/data/37996/000104746919003235/a2238860z424b2.htm[5/22/2019 12:27:59 PM]

them has agreed to severally purchase from Ford are as follows:
Princ ipa l Am ount
U nde rw rit e r

of N ot e s

BofA Securities, Inc.
$
140,625,000
Morgan Stanley & Co. LLC

140,625,000
RBC Capital Markets, LLC

140,625,000
Wells Fargo Securities, LLC

140,625,000
Citigroup Global Markets Inc.

56,250,000
J.P. Morgan Securities LLC

56,250,000
Barclays Capital Inc.

18,750,000
BMO Capital Markets, LLC

18,750,000
Credit Suisse Securities (USA) LLC

18,750,000
Goldman Sachs & Co. LLC

18,750,000
?
?
?
?
?
Total
$
750,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if the Underwriters take
any of the Notes, then they are obligated to take and pay for all of the Notes.
The Underwriters have advised Ford that they propose to offer some of the Notes directly to the public at the initial public
offering price set forth on the cover page of this prospectus supplement and may offer some of the Notes to dealers at the initial
public offering price less a concession not to exceed $0.50 per $25.00 aggregate principal amount of Notes sold to retail investors
and $0.15 per $25.00 aggregate principal amount of Notes sold to institutional investors. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $0.45 per $25.00 aggregate principal amount of Notes sold to retail investors.
After the Notes are released for sale to the public, the offering price and other selling terms with respect to the Notes may from
time to time be varied by the Underwriters.
One or more of the Underwriters may not be U.S.-registered broker-dealers. All sales of securities in the U.S. will be made by
or through U.S.-registered broker-dealers.
The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the
New York Stock Exchange. Ford has been advised by the Underwriters that they intend to make a market in the Notes, but they
are not obligated to do so and may discontinue such market-making at any time without notice. No assurance can be given as to
any liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters in the United States may engage in transactions that stabilize, maintain or
otherwise affect the prices of the Notes. Specifically, the Underwriters may over-allot in connection with the offering, creating a
short position with respect to the Notes. In addition, the Underwriters may bid for, and purchase, Notes in the open market to cover
any short positions or to stabilize the prices of the Notes. Any of these activities may stabilize or maintain the market prices of the
Notes above independent market levels. The Underwriters are not required to engage in these activities, and may end any of these
activities at any time.
S-8
Table of Contents
In connection with the offering of the Notes, the Underwriters (or persons acting on their behalf) may over-allot any Notes or
effect transactions with a view to supporting the market prices of the Notes during the stabilization period at a level higher than that
which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at
any time, but it must end no later than 30 days after the date on which Ford received the proceeds of the issue, or no later than
60 days after the date of allotment of the Notes, whichever is the earlier. Any stabilization action or over-allotment must be
conducted by the Underwriters (or person(s) acting on their behalf) in accordance with applicable laws and rules, and will be
undertaken at the offices of the Underwriters (or persons acting on their behalf New York Stock Exchange) and on the over-the-
counter market.
It is expected that delivery of the Notes will be made against payment therefor on or about May 28, 2019, which will be the
fifth business day following the date of pricing of the Notes (such settlement cycle being referred to herein as "T+5"). Under
Rule 15c6-1 pursuant to the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required
https://www.sec.gov/Archives/edgar/data/37996/000104746919003235/a2238860z424b2.htm[5/22/2019 12:27:59 PM]

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