f-20220819

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: August 19, 2022

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-3950		38-0549190
(Commission File Number)		(IRS Employer Identification No.)

One American Road
Dearborn,	Michigan	48126
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $.01 per share

New York Stock Exchange

6.200% Notes due June 1, 2059

FPRB

New York Stock Exchange

6.000% Notes due December 1, 2059

FPRC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 19, 2022, Ford Motor Company (the “Company”) issued and sold $1,750,000,000 aggregate principal amount of 6.100% Notes due August 19, 2032 (the “Notes”), pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-236450) previously filed with the Securities and Exchange Commission (the “Registration Statement”). A copy of the opinion of David J. Witten, Counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5 to this Report.

The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the Notes were registered.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed as part of this Report on Form 8-K.

EXHIBITS


Designation	Description	Method of Filing

Exhibit 5	Opinion of David J. Witten, Counsel to the Company	Filed with this Report

Exhibit 23.1	Consent of David J. Witten (included in Exhibit 5)	Filed with this Report

Exhibit 104	Cover Page Interactive Data File (formatted in Inline XBRL)	*


*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FORD MOTOR COMPANY
		(Registrant)

Date: August 19, 2022	By:	/s/ David J. Witten
		David J. Witten
		Assistant Secretary

Exhibits 5 and 23.1

One American Road
Room 1038 WHQ
Dearborn, Michigan 48126

August 19, 2022

Ford Motor Company

One American Road

Dearborn, MI, 48126

Re: Registration Statement

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2020 by Ford Motor Company (the “Company”). The Registration Statement relates to the issuance and sale from time to time, pursuant to the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, debt securities (“Debt Securities”). The Debt Securities are to be issued pursuant to the provisions of an Indenture dated as of January 30, 2002, as supplemented (the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”). Pursuant to the terms of the Indenture, the Company has created as a series of Debt Securities its 6.100% Notes due August 19, 2032 in the aggregate principal amount of $1,750,000,000 (the “Notes”).

As Assistant Secretary and Counsel of the Company, I am familiar with the Restated Certificate of Incorporation and the By-Laws of the Company and with the affairs of the Company. I also am familiar with the Company's action taken pursuant to Sections 2.01 and 3.01 of the Indenture to establish the Notes as a series of Debt Securities under the Indenture. I have also examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion.

Based on the foregoing, it is my opinion that the Notes each constitute legal, valid, and binding obligations of the Company.

My opinion expressed herein is subject to the qualification that I express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, reorganization, insolvency, fraudulent transfer, fraudulent conveyance, moratorium, or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

I wish to point out that I am a member of the Bar of the State of Michigan. I have made, or caused to be made, such investigation as I have deemed appropriate with respect to the laws of other jurisdictions in connection with the opinion expressed herein, and nothing has come to my attention in the course of such investigation which would lead me to question the correctness of such opinion.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not concede that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.


			Very truly yours, /s/ David J. Witten David J. Witten Assistant Secretary and Counsel