Bond Fordon Motors 5.291% ( US345370CS72 ) in USD

Fordon Motors

83.9179 % ▼

United States

US345370CS72 ( in USD )

5.291% per year ( payment 2 times a year)

07/12/2046

Prospectus brochure of the bond Ford Motor US345370CS72 en USD 5.291%, maturity 07/12/2046

345370CS7

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

08/12/2025 ( In 34 days )

Ford Motor Company is a multinational automaker and a major component in the global automotive industry, known for its diverse range of vehicles, from passenger cars and trucks to SUVs and electric vehicles, and a significant presence in both the American and international markets.

The Bond issued by Fordon Motors ( United States ) , in USD, with the ISIN code US345370CS72, pays a coupon of 5.291% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/12/2046

The Bond issued by Fordon Motors ( United States ) , in USD, with the ISIN code US345370CS72, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Fordon Motors ( United States ) , in USD, with the ISIN code US345370CS72, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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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 -1 9 4 0 6 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
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 )

4.346% Notes due December 8, 2026

$1,500,000,000

$173,850

5.291% Notes due December 8, 2046

$1,300,000,000

$150,670

(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 2 1 , 2 0 1 4 )
$ 2 ,8 0 0 ,0 0 0 ,0 0 0
Ford M ot or Com pa ny
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 4 .3 4 6 % N ot e s due De c e m be r 8 , 2 0 2 6
$ 1 ,3 0 0 ,0 0 0 ,0 0 0 5 .2 9 1 % N ot e s due De c e m be r 8 , 2 0 4 6
The 4.346% Notes due December 8, 2026 (the "2026 Notes") will bear interest at the rate of 4.346% per annum. The 5.291%
Notes due December 8, 2046 (the "2046 Notes" and, together with the 2026 Notes, the "Notes") will bear interest at the rate of
5.291% per annum. The Notes will bear interest from December 8, 2016 and Ford will pay interest on the Notes semi-annually in
arrears on June 8 and December 8 of each year, beginning June 8, 2017.
The Notes will not be subject to redemption at our option at any time prior to September 8, 2026 with respect to the 2026
Notes and June 8, 2046 with respect to the 2046 Notes (three months and six months prior to maturity of the 2026 Notes and the
2046 Notes, respectively). At any time on or after September 8, 2026 with respect to the 2026 Notes and June 8, 2046 with respect
to the 2046 Notes, we may, at our option, upon not less than 30 or more than 60 days' prior notice, redeem all or any portion of
the respective Notes 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 -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 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.

2 0 2 6 N ot e s

2 0 4 6 N ot e s

Per Note
T ot a l
Pe r N ot e
T ot a l

Initial public offering price
100.000%$
1,500,000,000 100.000%$
1,300,000,000
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Underwriting discounts and commissions

0.450%$
6,750,000
0.875%$
11,375,000
Proceeds, before expenses, to Ford

99.550%$
1,493,250,000
99.125%$
1,288,625,000
Interest on the Notes will accrue from December 8, 2016 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 December 8, 2016.
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 December 8, 2016.
Joint Book-Running Managers
BofA M e rrill Lync h
Cit igroup
De ut sc he Ba nk Se c urit ie s
Goldm a n, Sa c hs & Co.
M orga n St a nle y
Joint Lead Managers
Ba rc la ys

Cre dit Suisse
J .P. M orga n
RBC Ca pit a l M a rk e t s
Co-Managers
Bra de sc o BBI BB Se c urit ie s BM O Ca pit a l M a rk e t s BN P PARI BAS CI BC Ca pit a l M a rk e t s
COM M ERZ BAN K Cre dit Agric ole CI B H SBC Lloyds Se c urit ie s M izuho Se c urit ie s
N a t We st M a rk e t s Sc ot ia ba nk SOCI ET E GEN ERALE SM BC N ik k o T D Se c urit ie s
Prospe c t us Supple m e nt da t e d De c e m be r 5 , 2 0 1 6
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-ii
Risk Factors

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Ratio of Earnings to Fixed Charges

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Use of Proceeds

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Description of Notes

S-1
2026 Notes

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2046 Notes

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United States Taxation

S-4
Underwriting

S-8
Legal Opinions
S-13
Independent Registered Public Accounting Firm
S-13
Prospe c t us

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

5
Description of Capital Stock

11
Common Stock and Class B Stock

11
Preferred Stock

13
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Description of Depositary Shares

17
Description of Warrants

20
Description of Stock Purchase Contracts and Stock Purchase Units

21
Plan of Distribution

22
Legal Opinions

23
Experts

23
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.
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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, 2015 (the "2015 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, 2016 (the "First Quarter 2016 Form 10-Q Report"), June 30, 2016 (the "Second Quarter 2016 Form 10-
Q Report"), and September 30, 2016 (the "Third Quarter 2016 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.
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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 factors discussions in Ford's 2015 Annual Report on Form 10-K, First
Quarter 2016 Form 10-Q Report, Second Quarter 2016 Form 10-Q Report, and Third Quarter 2016 Form 10-Q Report for risk
factors regarding Ford.
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RAT I O OF EARN I N GS T O FI X ED CH ARGES
The ratio of our "earnings" to our combined "fixed charges" for the years 2011-2015 is included in our exhibit to our 2015
Annual Report on Form 10-K and such ratio for the nine months ended September 30, 2016 is included as an exhibit to our Third
Quarter 2016 Form 10-Q Report.
U SE OF PROCEEDS
Ford estimates that the net proceeds of this offering will be approximately $2,781,625,000 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 2014 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 5. 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 6 N ot e s
The 2026 Notes will initially be limited to $1,500,000,000 aggregate principal amount and will be unsecured obligations of
Ford. The 2026 Notes will mature on December 8, 2026. The 2026 Notes will be issued in minimum denominations of $2,000 and
will be issued in integral multiples of $1,000 for higher amounts.
The 2026 Notes will not be subject to redemption at our option at any time prior to September 8, 2026 (three months prior to
their maturity date). At any time on or after September 8, 2026, we may, at our option, redeem all or any portion of the 2026 Notes
at a redemption price equal to 100% of the principal amount of the 2026 Notes. Holders of any 2026 Notes redeemed will also
receive accrued and unpaid interest thereon to the date of redemption.
If any 2026 Notes are redeemed, the redemption price payable to the holder of any 2026 Notes called for redemption will be
payable on the applicable redemption date against the surrender to us or our agent of any certificate(s) evidencing the 2026 Notes
called for redemption. The 2026 Notes
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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 2026 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the 2026 Notes. Any such additional notes will, together with the
2026 Notes, constitute a single series of notes under the Indenture. No additional 2026 Notes may be issued if an Event of Default
has occurred with respect to the 2026 Notes.
The 2026 Notes will bear interest from December 8, 2016 at the rate of 4.346% per annum. Interest on the 2026 Notes will be
payable on June 8 and December 8 of each year (each such day an "Interest Payment Date"), commencing June 8, 2017, to the
persons in whose names the 2026 Notes were registered at the close of business on the 15th day preceding the Interest Payment
Date, subject to certain exceptions. Interest on the 2026 Notes will 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 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
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executive order to close.
2 0 4 6 N ot e s
The 2046 Notes will initially be limited to $1,300,000,000 aggregate principal amount and will be unsecured obligations of
Ford. The 2046 Notes will mature on December 8, 2046. The 2046 Notes will be issued in minimum denominations of $2,000 and
will be issued in integral multiples of $1,000 for higher amounts.
The 2046 Notes will not be subject to redemption at our option at any time prior to June 8, 2046 (six months prior to their
maturity date). At any time on or after June 8, 2046, we may, at our option, redeem all or any portion of the 2046 Notes at a
redemption price equal to 100% of the principal amount of the 2046 Notes. Holders of any 2046 Notes redeemed will also receive
accrued and unpaid interest thereon to the date of redemption.
If any 2046 Notes are redeemed, the redemption price payable to the holder of any 2046 Notes called for redemption will be
payable on the applicable redemption date against the surrender to us or our agent of any certificate(s) evidencing the 2046 Notes
called for redemption. The 2046 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 2046 Notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the 2046 Notes. Any such additional notes will, together with the
2046 Notes, constitute a single series of notes under the Indenture. No additional 2046 Notes may be issued if an Event of Default
has occurred with respect to the 2046 Notes.
The 2046 Notes will bear interest from December 8, 2016 at the rate of 5.291% per annum. Interest on the 2046 Notes will be
payable on June 8 and December 8 of each year (each such day an "Interest Payment Date"), commencing June 8, 2017, to the
persons in whose names the 2046 Notes were registered at the close of business on the 15th day preceding the Interest Payment
Date, subject to certain exceptions. Interest on the 2046 Notes will 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 will make the payment on the next
business day, and no interest will accrue
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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
Each series of 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 each series of 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.
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U N I T ED ST AT ES T AX AT I ON
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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;
·
U.S. holders (as defined below) with a functional currency other than the United States dollar; 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 in effect
on 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;
·
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
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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 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
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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
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 any
entity or arrangement that is treated as a partnership for United States federal income tax purposes. Subject to the discussion 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 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
such 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 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
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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.
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If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States partnership will 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 (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 by a United States person. 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.
Information reporting on IRS Form 1099 and backup withholding will 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 the broker is a United States person, a controlled foreign corporation
for United States tax
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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 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 Internal Revenue Service.
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 Internal Revenue Service 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, and payments of gross proceeds from the
sale or other disposition of, Notes 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
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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. Withholding under FACTA
generally will apply to payments of interest on a Note regardless of when they are made. However, under the applicable Treasury
Regulations and IRS guidance, withholding under FATCA generally will only apply to payments of gross proceeds from the sale or
other disposition of a note on or after January 1, 2019.
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 December 5, 2016 and a
related Pricing Agreement dated December 5, 2016. Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs
& Co., Merrill Lynch, Pierce, Fenner & Smith lncorporated and Morgan Stanley & Co. LLC are acting as representatives of the
Underwriters. The Underwriters and the amount of Notes each of them has agreed to severally purchase from Ford are as follows:
Princ ipa l Am ount
U nde rw rit e r

of 2 0 2 6 N ot e s

Citigroup Global Markets Inc.
$
132,000,000
Deutsche Bank Securities Inc.

132,000,000
Goldman, Sachs & Co.

132,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

132,000,000
Morgan Stanley & Co. LLC

132,000,000
Barclays Capital Inc.

75,000,000
Credit Suisse Securities (USA) LLC

75,000,000
J.P. Morgan Securities LLC

75,000,000
RBC Capital Markets, LLC

75,000,000
Banco Bradesco BBI S.A.

36,000,000
BB Securities Ltd.

36,000,000
BMO Capital Markets Corp.

36,000,000
BNP Paribas Securities Corp.

36,000,000
CIBC World Markets Corp.

36,000,000
Commerz Markets LLC

36,000,000
Credit Agricole Securities (USA) Inc.
36,000,000
HSBC Securities (USA) Inc.

36,000,000
Lloyds Securities Inc.

36,000,000
Mizuho Securities USA Inc.

36,000,000
RBS Securities Inc.

36,000,000
Scotia Capital (USA) Inc.

36,000,000
SG Americas Securities, LLC

36,000,000
SMBC Nikko Securities America, Inc.
36,000,000
TD Securities (USA) LLC

36,000,000
?
?
?
?
?
Total
$
1,500,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?

S-8
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Table of Contents
Princ ipa l Am ount
U nde rw rit e r

of 2 0 4 6 N ot e s

Citigroup Global Markets Inc.
$
114,400,000
Deutsche Bank Securities Inc.

114,400,000
Goldman, Sachs & Co.

114,400,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

114,400,000
Morgan Stanley & Co. LLC

114,400,000
Barclays Capital Inc.

65,000,000
Credit Suisse Securities (USA) LLC
65,000,000
J.P. Morgan Securities LLC

65,000,000
RBC Capital Markets, LLC

65,000,000
Banco Bradesco BBI S.A.

31,200,000
BB Securities Ltd.

31,200,000
BMO Capital Markets Corp.

31,200,000
BNP Paribas Securities Corp.

31,200,000
CIBC World Markets Corp.

31,200,000
Commerz Markets LLC

31,200,000
Credit Agricole Securities (USA) Inc.
31,200,000
HSBC Securities (USA) Inc.

31,200,000
Lloyds Securities Inc.

31,200,000
Mizuho Securities USA Inc.

31,200,000
RBS Securities Inc.

31,200,000
Scotia Capital (USA) Inc.

31,200,000
SG Americas Securities, LLC

31,200,000
SMBC Nikko Securities
America, Inc.

31,200,000
TD Securities (USA) LLC

31,200,000
?
?
?
?
?
Total
$
1,300,000,000
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Under the terms and conditions of the Underwriting Agreement and the related Pricing Agreement, if the Underwriters take
any of the Notes of a series, then they are obligated to take and pay for all of the Notes of that series.
The Underwriters have advised Ford that they propose initially to offer the Notes directly to purchasers at the applicable initial
public offering price set forth on the cover page of this prospectus supplement, and may offer the Notes to certain securities
dealers at such price less a concession not in excess of 0.270% of the initial public offering price of the 2026 Notes or 0.525% of
the initial public offering price of the 2046 Notes. The Underwriters may allow, and such dealers may reallow, a concession not in
excess of 0.150% of the initial public offering price of the 2026 Notes or 0.250% of the initial public offering price of the 2046 Notes
to certain other dealers. After each series of 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.
Each series of the Notes is a new issue of securities with no established trading market for either series. Ford has been
advised by the Underwriters that they intend to make a market in each series of the Notes, but they are not obligated to do so and
may discontinue such market-making at any time without notice with respect to one or both series. No assurance can be given as
to the liquidity of the trading market for the Notes.
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Table of Contents
In connection with the offering, the Underwriters in the United States may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes. Specifically, the Underwriters may over-allot in connection with the offering, creating a short
position with respect to each series of the Notes. In addition, the Underwriters may bid for, and purchase, Notes in the open market
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