Obbligazione FCE Banque 0% ( XS1362349869 ) in EUR

FCE Banque

100 EUR ▼

Regno Unito

XS1362349869 ( in EUR )

11/08/2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione FCE Bank XS1362349869 in EUR 0%, scaduta

100 000 EUR

750 000 000 EUR

FCE Bank è una banca specializzata nei servizi finanziari per le piccole e medie imprese e i professionisti, operante principalmente nel mercato francese.

L'obbligazione con codice ISIN XS1362349869 emessa da FCE Bank nel Regno Unito, denominata in EUR, con un tasso di interesse dello 0%, un prezzo di mercato attuale del 100%, una dimensione totale dell'emissione di ?750.000.000, una dimensione minima di negoziazione di ?100.000 e scadenza l'11/08/2018, con frequenza di pagamento degli interessi annuale, è giunta a scadenza ed è stata rimborsata.

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

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

Arranged by
Goldman Sachs International
Retail Securities Arranger
Deutsche Bank
The date of this Base Prospectus is 18 January 2016

TABLE OF CONTENTS

PAGE
Summary .......................................................................................................................................................... 1
Risk Factors ..................................................................................................................................................... 11
Important Information ...................................................................................................................................... 20
General Description of the Programme ............................................................................................................ 26
Responsibility .................................................................................................................................................. 26
Issue of Notes ................................................................................................................................................... 26
Documents Incorporated by Reference ............................................................................................................ 27
Prospectus Supplements ................................................................................................................................... 31
Conditions of the Notes .................................................................................................................................... 32
Overview of Provisions Relating to the Notes while in Global Form .............................................................. 46
Use of Proceeds ................................................................................................................................................ 49
Review of Business and Operations ................................................................................................................. 50
Annual Financial Statements Overview ........................................................................................................... 53
Unaudited Condensed Consolidated Half-Yearly Financial Statements Overview ......................................... 55
The Directors ................................................................................................................................................... 58
United Kingdom Taxation ............................................................................................................................... 59
Luxembourg Taxation ...................................................................................................................................... 61
Germany Taxation............................................................................................................................................ 62
Plan of Distribution .......................................................................................................................................... 64
Selling and Transfer Restrictions ..................................................................................................................... 64
General Information ......................................................................................................................................... 69
Applicable Final Terms Notes with a denomination of 100,000 (or its equivalent in any other currency)
or more ............................................................................................................................................................. 72
Applicable Final Terms Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) .......................................................................................................................................................... 78
Details of Issuer, Dealers, Retail Securities, Arrangers and other Associated Parties ..................................... 86

SUMMARY

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

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

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

Section A Introduction and warnings

Element Disclosure

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

2
consent to use this Base Prospectus extends, for the content of this Base Prospectus in
relation to any investor who acquires any Notes in a Non-exempt Offer made by any
person to whom consent has been given to use this Base Prospectus in that connection
in accordance with the preceding paragraphs, provided that such Non-exempt Offer
has been made in accordance with all the conditions attached to that consent.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES
IN A NON-EXEMPT OFFER FROM AN OFFEROR OTHER THAN THE
ISSUER WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN
INVESTOR BY SUCH OFFEROR WILL BE MADE, IN ACCORDANCE
WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN
SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR
MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR
THE PROVISION OF SUCH INFORMATION AND THE OFFEROR WILL BE
RESPONSIBLE FOR SUCH INFORMATION. NEITHER THE ISSUER NOR
ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.

Section B Issuer

Element Disclosure

requirement
B.1
Legal and
FCE Bank plc ("FCE" or the "Issuer")
commercial
name of the
Issuer
B.2
Domicile,
FCE is a public limited company incorporated and registered in England and Wales
legal form,
under English law. FCE is domiciled in the United Kingdom.
legislation
and country
of
incorporation
B.4b
Known
As a regulated banking institution FCE is required to comply with the supervisory and
trends
regulatory rules of the jurisdictions in which it operates, particularly in the areas of
funding, liquidity and capital adequacy. If FCE is required to implement any changes
in such rules then its business may be affected.
FCE's business is substantially dependent upon the sale of Ford Motor Company
("Ford") vehicles. The automotive industry is sensitive to factors such as disposable
income, interest rates, currency exchange rates, national and international trade,
economic growth or decline, environmental and health and safety regulations, vehicle
safety and emissions regulation and commodity prices such as oil and steel. Changes to
any of these factors may impact the demand for Ford vehicles.
B.5
Description
FCE is an indirect, wholly owned subsidiary of Ford, a company incorporated under
of the Issuer's the laws of the State of Delaware, United States of America. All but one of the
group and the 614,384,050 Ordinary £1 shares in FCE are owned by FCSH GmbH ("FCSH"), itself
Issuer's
an indirect wholly owned subsidiary of Ford. One share is held by Ford Motor Credit
position
Company LLC ("FMCC LLC") on trust for Ford Credit International, Inc. ("FCI").
within its
In addition to the UK, FCE has branches in ten other European countries. FCE has
group
subsidiaries in Switzerland, the Czech Republic, Hungary, Poland and Sweden.
Saracen Holdco AB is the Issuer's subsidiary incorporated in Sweden and has a 50 per
cent. less one share interest in Forso Nordic AB, a joint venture that provides
automotive financial services in Denmark, Finland, Sweden and Norway.
B.9
Profit forecast Not Applicable there are no profit forecasts or estimates made in this Base
or estimate
Prospectus.

3
B.10
Audit report
Not Applicable the relevant auditors' report with respect to the audited annual
qualifications accounts of the Issuer for the years ended 31 December 2013 and 31 December 2014
were delivered without any qualifications.
Selected

B.12
historical key
At or for the Half Year
At or for the Year
financial
Ended 30 June
Ended 31 December
information

2015
2014
2014
2013

Restated

Restated

£ mil
£ mil
£ mil
£ mil

Statement of Profit

and Loss Data:

Total Inco
me
304
303
609
634

Operating expenses

( 97)
( 102)
( 204)
( 232)

Profit Before Tax

121
111
197
214

Statement of Financial

Position Data:

Cash and
cash

equivalents
1,530
1,366
1,628
2,221

Total net loans and

advances to customers
11,066
10,724
10,548
9,351

Total Assets
13,399
12,877
13,049
12,272

Total Liabilities
11,596
11,127
11,258
10,557

Total Shareholders'

Equity
1,803
1,750
1,791
1,715

Please note that FCE's consolidated audited annual financial statements for the fiscal

year ended 31 December 2014 and condensed consolidated half-yearly financial
statements for the half year ended 30 June 2015 include presentational restatements for

the consolidated audited statement of financial position as at 31 December 2013 and

the condensed consolidated half-yearly statement of financial position as at 30 June

2014. Restricted cash, previously included in Cash and advances, is now presented in

Other assets. The 31 December 2013 balance sheet and the 30 June 2014 balance sheet

have been restated to facilitate comparison.

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

position of the Issuer or its subsidiaries since 30 June 2015, being the date of the latest
Significant
published consolidated interim financial statements of the Issuer.
change in the
financial

position:

There has been no material adverse change in the prospects of the Issuer or its
Material
subsidiaries since 31 December 2014, being the date of the latest published
consolidated audited annual financial statements of the Issuer.
adverse
change in
prospects:
B.13
Recent events Not applicable there have been no recent events material to the Issuer's solvency.
impacting the
Issuer's
solvency
B.14
Dependence
See Element B.5.
upon
other FCE's business is dependent upon Ford by virtue of interest subsidies and other support
group entities payments provided by Ford that enable FCE to offer special rate financing
programmes.
B.15
Principal
FCE's primary business is to provide financial products and services to support the sale
activities
of Ford vehicles in Europe through the relevant dealer networks. A variety of retail,

4
leasing and wholesale finance plans are provided in countries in which FCE and its
subsidiaries operate. Retail financing is primarily provided by means of a number of
title retention plans, including conditional sale, hire purchase and instalment credit.
Operating and finance leases are provided to individual, corporate and other
institutional customers, covering single vehicles as well as large and small fleets. In
addition, FCE has various alternative business arrangements for some products and
markets that reduce its funding requirements while allowing FCE to support Ford. FCE
provides loans to dealers for a variety of vehicle wholesale (floorplan) finance plans.
FCE also offers branded and non-branded fee income-generating insurance products,
backed by local insurance providers who assume 100 per cent. of the risk. It distributes
these products primarily through Ford dealerships in many European markets. FCE's
insurance product and service offerings are brand-enforcing that deliver value to
customers and dealers.
B.16
Controlling
All but one of the 614,384,050 Ordinary £1 shares in FCE are owned by FCSH, itself
persons
an indirect wholly owned subsidiary of Ford. One share of FCE is held by FMCC LLC
on trust for FCI. The ultimate parent undertaking and controlling party of FCSH, FCI
and FMCC LLC is Ford.
B.17
Credit
The Issuer has received the following ratings:
ratings
[S&P: long term BBB, short term NR, outlook stable.
assigned to
the Issuer or
Moody's: long term Baa3, short term P-3, outlook stable.
its debt
securities
Fitch: long term BBB-, short term F3, outlook positive.]
[Not applicable the Notes have not been rated.]
[The Notes to be issued [have been/are expected to be] rated:] / [The following ratings
reflect ratings assigned to Notes of this type issued under the Programme generally:]]
[S&P: [ ]]
[Moody's: [ ]]
[Fitch: [ ]]
Standard & Poor's Credit Market Services Europe Limited ("S&P") is established in
the European Union and is registered under the CRA Regulation. Moody's Investors
Services, Inc. ("Moody's") and Fitch, Inc. ("Fitch") are not established in the European
Union and have not applied for registration under Regulation (EC) No 1060/2009 on
credit rating agencies ("CRAs"), as amended by Regulation (EU) No 513/2011 (the
"CRA Regulation"). However, Moody's Investors Service Limited and Fitch Ratings
Limited are established in the European Union and are registered under the CRA
Regulation. The European Securities and Markets Authority ("ESMA") has confirmed
that Moody's Investors Service Limited and Fitch Ratings Limited may endorse the
credit ratings of Moody's Investors Services, Inc. and Fitch, Inc. respectively. A list of
registered
CRAs
is
published
at
ESMA's
website:
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

Section C Securities

Element Disclosure

requirement
C.1
Type and the
The Notes described in this section are debt securities with a denomination of less
class of the
than 100,000 (or its equivalent in any other currency).
securities,
The Notes may be Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes or a
including any
combination of the foregoing.
security
identification
The Notes are [£//U.S. $/[ ]] [[ ] per cent./Floating Rate/Zero Coupon] Notes
number.
due
[ ].

5
The ISIN is [ ].
The common code of the Notes is: [ ].
C.2
Currency
The currency of the Notes is [ ].
C.5
Transferability
Not applicable there are no restrictions on the free transferability of the Notes.
C.8
Rights attached Events of Default
to the securities The terms of the Notes contain the following events of default (each an "Event of
Default"):
(a)
default is made for more than 30 days (in the case of interest) or 5 days (in
the case of principal) in the payment on the due date of interest or principal
in respect of any of the Notes; or
(b)
the Issuer does not perform or comply with any one or more of its other
material obligations in the Notes which default is incapable of remedy or is
not remedied within 90 days after notice of such default is given; or
(c)
a distress, attachment, execution or other legal process is levied, enforced or
sued out on or against any material part of the property, assets or revenues
of the Issuer and is not discharged or stayed within 90 days; or
(d)
any encumbrancer takes possession or a receiver, manager or other similar
officer is appointed of the whole or a material part of the undertaking,
property, assets or revenues of the Issuer; or
(e)
the Issuer is insolvent or is unable to pay its debts (within the meaning of
Section 123(1) of the Insolvency Act 1986) or makes a general assignment
or an arrangement or composition with or for the benefit of its creditors,
except in certain limited circumstances; or
(f)
an order is made by a court of competent jurisdiction or an effective
resolution passed for the winding-up or dissolution or administration of the
Issuer, or the Issuer shall apply or petition for a winding-up or
administration order in respect of itself or the Issuer ceases or threatens to
cease to carry on all or a substantial part of its business or operations,
except in certain limited circumstances.
If an Event of Default occurs and is continuing, the holder of any Note may give
written notice to the Principal Paying Agent that such Note is immediately repayable,
whereupon the Early Redemption Amount of such Note together with accrued
interest to the date of payment shall become immediately due and payable.
Meetings of Holders
The terms of the Notes contain provisions for calling meetings of Holders to consider
matters affecting their interests generally. These provisions permit defined majorities
to bind all Holders including Holders that did not attend and vote at the relevant
meeting and Holders that voted in a manner contrary to the majority.
Governing law
English law.
Status
The Notes and Coupons constitute direct unconditional, unsubordinated and
unsecured obligations of the Issuer, ranking pari passu, without any preference
among themselves and with all other present and future unsecured and
unsubordinated indebtedness for borrowed money of the Issuer (other than that
preferred by law).
Negative pledge
The terms of the Notes contain a negative pledge provision which prohibits the
Issuer from creating or permitting to subsist, and requires it to procure that no
subsidiary (as defined in Section 1159 of the Companies Act 2006) creates or

6
permits to subsist, any security interest upon the whole or any part of its property or
assets to secure any relevant debt of the Issuer, unless, at the same time or prior
thereto, the Issuer's obligations under the Notes are secured equally and rateably
therewith or have the benefit of such other security or other arrangement as shall be
approved by an Extraordinary Resolution (as defined in the Agency Agreement) of
the Noteholders.
C.9
Interest,
See Element C.8 for the rights attached to the Notes, ranking and limitations.
maturity and
redemption
Interest
provisions,
[Fixed Rate Notes
yield and
representative
Fixed interest will be payable in arrear on [ ] [and [ ]] in each year (the
of the
"Interest Payment Date") [adjusted in accordance with the [Floating Rate Business
Noteholders:
Day Convention/ Following Business Day Convention/ Modified Following
Business Day Convention/ Preceding Business Day Convention] [with Business

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

7

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

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

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

Section D Risks

Element Disclosure

requirement
D.2
Key risks
The following is a summary of the key risks relating to the Issuer:
specific to the Creditworthiness (and credit rating) of FCE
Issuer
The Notes constitute unsubordinated and unsecured obligations of FCE and will
rank equally among themselves and with all other unsubordinated and unsecured
obligations of FCE. Prospective investors should rely solely on the
creditworthiness of FCE.
Support from the Ford Group
FCE has the benefit of a support agreement from FMCC LLC, as well as access to
inter-company debt from the Ford Group and interest supplements and other
support payments from the Ford Group provided for certain financing
transactions. The elimination, reduction or non-availability of support from
FMCC LLC or the Ford Group could negatively impact FCE's business and
results of operations.
Liquidity risks and capital resources
Liquidity risk is the possibility of being unable to meet present and future
financial obligations as they become due. Despite FCE's various sources of
liquidity, its ability to maintain this liquidity may be affected by, among other
things, its credit ratings, prolonged market disruption, market capacity for Ford,
FMCC LLC and Ford Credit-sponsored investments, general demand for the type
of securities FCE offers (including its ability to access central banks and
government funding), FCE's ability to continue funding through asset-backed
financing structures, the performance of the underlying assets within its existing
asset-backed financing structures, regulatory changes, failure of financial
institutions to fulfil commitments to FCE and FCE's ability to maintain credit
facilities.
Sales of vehicles (and financing incentives) from the Ford Group
FCE's business is substantially dependent upon the sale of Ford vehicles in Europe
and its ability to offer competitive financing on those vehicles. Fluctuations in the
volume of sales of such vehicles resulting from, among other things, governmental

8
action or geo-political events, changes in consumer demand, increased
competition, changes in the pricing of imported units due to currency fluctuations,
or other events, could impact the level of finance operations of the Ford Group,
including FCE.
The provision of vehicle finance in Europe is competitive, and FCE must compete
effectively with other providers of finance. For many years, Ford has sponsored
special rate financing programs available only through FCE. These programmes
increase FCE's financing volume and share of financing sales of Ford vehicles. If
Ford were to adopt marketing strategies in the future that de-emphasised such
programmes, FCE's financing volume could be reduced.
Operational, pension, regulatory, counterparty credit, vehicle residual value, credit,
interest rate and exchange rate risk
Operational risk is the risk of loss resulting from inadequate or failed internal
processes, people or systems or from external events. FCE is exposed to
operational risk that could result from information technology problems, human
error and shortcomings in the organisational structure, legal changes and lapses in
internal controls, fraud or external threats and could negatively impact its business
and results of operations.
FCE operates a number of pension schemes in various countries and hence has a
variety of obligations. FCE's risk arises through its contractual or other
obligations to the defined benefit schemes it runs in a number of the markets.
These obligations may require FCE to increase its contributions to particular
schemes' funding arrangements.
New or increased credit, consumer or data protection, or other regulation could
result in higher costs and/or additional financing restrictions. As a regulated
banking institution FCE is required to comply with the supervisory and regulatory
rules of the jurisdictions in which it operates, particularly in the areas of funding,
liquidity and capital adequacy. If FCE is required to implement any changes in
such rules then its business may be affected.
Counterparty risk is the risk that FCE could incur a loss if the counterparty to an
investment, interest rate or foreign currency derivatives with FCE defaults. The
failure of one of these counterparties to perform its contractual obligations could
negatively impact FCE's results of operations.
Vehicle residual value risk is the possibility that the actual proceeds realised by
FCE upon the sale of a returned vehicle at contract termination will be lower than
that forecast at contract initiation. Vehicle residual values are set at values equal to
or lower than the forecast resale values. Lower than expected resale values,
especially when coupled with a higher than expected return rate, could exceed the
reserves set aside by FCE.
Credit risk is the possibility of loss from a customer's or dealer's failure to make
payments according to contract terms. Although credit risk has a significant
impact on FCE's business, it is mitigated by the majority of FCE retail, leasing
and wholesale financing having the benefit of a title retention plan or similar
security in the financed vehicle. In the case of customer default, the value of the
re-possessed collateral provides a source of protection.
Interest rate risk arises when movements in the financial markets cause the interest
payable by FCE on its different sources of finance to increase relative to the
interest received by FCE by means of income from receivables and other assets.
Exchange rate risk arises when movements in the currency markets lead to a
reduction in the value of the currency in which FCE receives income from
receivables and other assets and/or an increase in the value of the currency in
which FCE makes payment on its different sources of finance. FCE's ability to
obtain derivatives to manage these risks may be impacted generally by the same
factors that impact its ability to manage liquidity risks.