Ford Motor : Prospectus filed pursuant to Rule 424(b)(2)

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Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-216126

Calculation of the Registration Fee

Title of Each Class of Securities Offered	Maximum Aggregate		Amount of
Offering Price		Registration Fee (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.

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PROSPECTUS SUPPLEMENT

(To Prospectus dated February 17, 2017)

Ford Motor Company

$750,000,000 6.20% Notes due June 1, 2059

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.

Investing in the Notes involves risks. See "Risk Factors" on page S-1 of this prospectus supplement and "Risk Factors" beginning on page 2 of the accompanying prospectus.

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		Total
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 Merrill Lynch	Morgan Stanley	RBC Capital Markets	Wells Fargo Securities
		Joint Lead Managers
	Citigroup		J.P. Morgan

Prospectus Supplement dated May 20, 2019

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	TABLE OF CONTENTS
	Prospectus Supplement
Forward-Looking Statements	Page
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	S-13
	Prospectus
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

This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize contain and incorporate by reference information that you should consider when making your investment decision. We have not, and the underwriters have not, authorized any person to provide any information or represent anything about us other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

The Notes are not being offered in any jurisdiction where the offer is not permitted.

You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any

date other than the date on the front of the documents.

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"),

1. are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
2. are outside the United Kingdom, or (iv) are

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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.

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FORWARD-LOOKING STATEMENTS

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-Kfor 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-Qfor 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.

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