Bond Fordon Motors 4.25% ( US345370CN85 ) in USD

Issuer Fordon Motors
Market price 100 %  ⇌ 
Country  United States
ISIN code  US345370CN85 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 15/11/2016 - Bond has expired



Prospectus brochure of the bond Ford Motor US345370CN85 in USD 4.25%, expired


Minimal amount 1 000 USD
Total amount 2 500 000 000 USD
Cusip 345370CN8
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Detailed description 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 US345370CN85, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2016

The Bond issued by Fordon Motors ( United States ) , in USD, with the ISIN code US345370CN85, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Fordon Motors ( United States ) , in USD, with the ISIN code US345370CN85, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







e424b5
Page 1 of 149
424B5 1 f48420b5e424b5.htm 424B5
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 2 of 149
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration Statement No.: 333-151355

CALCULATION OF REGISTRATION FEE










Title of Each Class






of Securities to be


Maximum Aggregate


Amount of
Registered


Offering Price(1)


Registration Fee(2)
4.25% Senior
Convertible Notes
due
November 15, 2016

$ 2,875,000,000

$ 160,425.00











(1) Includes $375,000,000 principal amount of the 4.25% Senior Convertible Notes due November 15,
2016 that the underwriters have the option to purchase.

(2) Calculated pursuant to Rule 457(r) under the Securities Act.

PROSPECTUS SUPPLEMENT
(To prospectus dated June 2, 2008)

$2,500,000,000

Ford Motor Company


4.25% Senior Convertible Notes due November 15, 2016

The notes will bear interest at a rate of 4.25% per annum. Interest on the notes will be payable semiannually in arrears on May
15 and November 15 of each year, beginning May 15, 2010. The notes will mature on November 15, 2016, unless earlier converted,
redeemed or repurchased by us. The notes will be our senior, unsecured obligations and will rank equal in right of payment with our
senior unsecured debt, and will be senior in right of payment to our debt that is expressly subordinated to the notes, if any. The notes
will be structurally subordinated to all debt and other liabilities and commitments of our subsidiaries and will be effectively junior to our
secured debt to the extent of the assets securing such debt.

Subject to our right to terminate holders' conversion rights on or after November 20, 2014 as described below, holders may
convert their notes at their option prior to October 15, 2016 only (1) during any fiscal quarter commencing after the fiscal quarter
ending December 31, 2009 if the closing sale price of our common stock for at least 20 trading days during a period of 30
consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the
applicable conversion price on the applicable trading day; (2) during the five business-day period after any five consecutive
trading-day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of
that measurement period was less than 98% of the product of the closing sale price of our common stock and the applicable
conversion rate for such trading day; (3) upon the occurrence of specified corporate events; or (4) if we elect to terminate holders'
conversion rights, at any time prior to the close of business on the business day prior to the date of such termination. Subject to our
right to terminate holders' conversion rights, on and after October 15, 2016 until the close of business on the business day
immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances.
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares
of our common stock, at our election, as described in this prospectus supplement.

The conversion rate will initially be 107.5269 shares of common stock per $1,000 principal amount of notes (equivalent to an
initial conversion price of approximately $9.30 per share of common stock). The conversion rate will be subject to adjustment in some
events but will not be adjusted for any accrued and unpaid interest. In addition, the conversion rate will be increased for any holder
who elects to convert its notes in connection with certain designated events.

We may terminate your conversion rights at any time on or after November 20, 2014 if the closing sale price of our common stock
exceeds 130% of the then prevailing conversion price for 20 trading days during any consecutive 30 trading day period. We may not
redeem the notes prior to our termination of holders' conversion rights. However, we may redeem for cash all or a portion of the notes
at our option at any time or from time to time after our termination of holders' conversion rights at a price equal 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

Holders may require us to repurchase notes for cash upon a change in control at 100% of the principal amount of the notes, plus
any accrued and unpaid interest to, but not including, the date of repurchase. Holders may also require us to repurchase notes for
shares of our common stock upon the occurrence of certain designated events at 100% of the principal amount of the notes, plus any
accrued and unpaid interest to, but not including, the date of repurchase.

A brief description of the notes can be found under "Summary -- The Offering" beginning on page S-4.

SEE "RISK FACTORS" BEGINNING ON PAGE S-8 FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING IN THE NOTES.

file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 3 of 149



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.

The notes will not be listed on any securities exchange or automated quotation system. Ford's common stock is listed on the New
York Stock Exchange under the symbol "F." The closing sale price of Ford common stock on the New York Stock Exchange on
November 3, 2009 was $7.44 per share.









Per Note
Total

Initial public offering price
100.00% $ 2,500,000,000
Underwriting discounts and commissions
2.25% $ 56,250,000

Proceeds, before expenses, to Ford
97.75% $ 2,443,750,000



The initial public offering price above does not include accrued interest, if any. Interest on the notes will accrue from the date of
original issuance, expected to be November 9, 2009.

To the extent the underwriters sell more than $2,500,000,000 principal amount of the notes, the underwriters have the option to
purchase up to an additional $375,000,000 principal amount of the notes from Ford at the initial public offering price less the
underwriting discount.




The underwriters expect to deliver the notes in book entry form only through the facilities of The Depositary Trust Company
against payment in New York, New York on November 9, 2009.

Barclays Capital BofA Merrill Lynch Citi Deutsche Bank Securities Goldman, Sachs & Co. J.P. Morgan Morgan StanleyRBS

BNP PARIBAS HSBC


Prospectus Supplement dated November 3, 2009
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 4 of 149


TABLE OF CONTENTS

Prospectus Supplement







Page

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward Looking Statements
S-iii
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-15
Capitalization
S-16
Price Range of Common Stock and Dividend Policy
S-17
Description of Notes
S-18
Description of Capital Stock
S-44
Material United States Federal Income and Estate Tax Considerations
S-49
Underwriting
S-55
Legal Matters
S-61
Experts
S-61
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

4
Use of Proceeds

4
Description of Debt Securities

4
Description of Capital Stock

9
Common Stock and Class B Stock

9
Preferred Stock
11
Description of Depositary Shares
11
Description of Warrants
14
Description of Stock Purchase Contracts and Stock Purchase Units
15
Plan of Distribution
15
Legal Opinions
16
Independent Registered Public Accounting Firm
16


You should rely only on the information contained in or incorporated by reference in this
prospectus supplement and the related prospectus. Ford has not authorized anyone to
provide you with different information.

We are not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in or incorporated by
reference in this prospectus supplement or the accompanying prospectus is accurate as of
any date other than the respective dates thereof.

S-i
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 5 of 149
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

The information in this prospectus supplement, which describes the specific terms of the
offering of the notes, supplements and should be read together with, the information contained in
the related prospectus. If there is any inconsistency between the information in this prospectus
supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.

You should read this information together with the financial statements and related notes
thereto incorporated by reference into this prospectus supplement and the accompanying
prospectus.

Except as otherwise specified, the words "Ford," the "Company," "we," "our," "ours" and "us"
refer to Ford Motor Company and its subsidiaries and "common stock" refers to our common stock,
$0.01 par value per share.

No dealer, salesperson or other person is authorized to give any information or to represent
anything not contained in this prospectus supplement or the accompanying prospectus. You must
not rely on any unauthorized information or representations. This prospectus supplement is an offer
to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in this prospectus supplement is current only as of its
date.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document we file at the SEC's
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC filings also are
available to you at the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file with them into this
prospectus supplement, which means that we can disclose important information to you by referring
you to those documents and those documents will be considered part of this prospectus
supplement. Information that we file later with the SEC will automatically update and supersede the
previously filed information. We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), until this offering has been completed.

·

Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (our "Annual
Report");


· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009 and
June 30, 2009;


· Current Reports on Form 8-K and Form 8-K/A filed on January 5, 2009, January 29, 2009,
February 3, 2009, March 3, 2009, March 4, 2009, March 13, 2009, March 23, 2009,
March 25, 2009, April 1, 2009, April 6, 2009, April 8, 2009, April 24, 2009, May 1, 2009,
May 11, 2009, May 14, 2009, May 20, 2009, June 2, 2009, June 29, 2009, July 1, 2009,
July 17, 2009, July 23, 2009, July 28, 2009, August 3, 2009, August 18, 2009, September 1,
2009, September 11, 2009, September 22, 2009, October 1, 2009, November 2, 2009 and
November 3, 2009; and


· Definitive Proxy Statement on Schedule 14A filed on April 3, 2009 (those parts incorporated
into our Annual Report on Form 10-K only).

In addition, all reports and other documents we subsequently file pursuant to Sections 13(a), 13
(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement (other than any
information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless
we specifically state in such Current Report that such information is to be considered "filed" under
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 6 of 149
the Exchange Act or we incorporate it by reference into a filing under the Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act) will be deemed to be incorporated by
reference in this prospectus supplement and to be part of this prospectus supplement from the date
of the filing

S-ii
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 7 of 149
Table of Contents
of such reports and documents. Any statement contained in this prospectus supplement or in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus supplement to the extent that a statement
contained in any subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement.

Notwithstanding the foregoing, we are not incorporating any document or information deemed
to have been furnished and not filed in accordance with SEC rules. You may obtain a copy of any or
all of the documents referred to above which may have been or may be incorporated by reference
into this prospectus supplement (excluding certain exhibits to the documents) at no cost to you by
writing or telephoning us at the following address:

Ford Motor Company
One American Road
Dearborn, MI 48126
Attn: Shareholder Relations Department
800-555-5259 or 313-845-8540


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 -- Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and "Item 1A -- Risk Factors" and "Item 2 -- Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Risk Factors" of our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2009 and "Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Risk Factors" of our
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, each 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
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 8 of 149
Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement
and the accompanying prospectus. It does not contain all of the information you should
consider before making an investment decision. You should read the entire prospectus
supplement, the accompanying prospectus, the documents incorporated by reference and the
other documents to which we refer for a more complete understanding of this offering. Please
read the section entitled "Risk Factors" herein and additional information contained in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2009 and June 30, 2009,
each incorporated by reference in this prospectus supplement, for more information about
important factors that you should consider before investing in the notes. This summary is
qualified in its entirety by the more detailed information and consolidated financial statements
and notes thereto appearing elsewhere in this prospectus supplement or incorporated herein
by reference.

Company Overview

Ford Motor Company was incorporated in Delaware in 1919. We acquired the business of
a Michigan company, also known as Ford Motor Company, that had been incorporated in
1903 to produce and sell automobiles designed and engineered by Henry Ford. We are one
of the world's largest producers of cars and trucks. We and our subsidiaries also engage in
other businesses, including financing vehicles. Our headquarters are located at One
American Road, Dearborn, Michigan 48126, and our telephone number is (313) 322-3000.
Our website address is www.ford.com. Material contained on our website is not part of and is
not incorporated by reference in this prospectus supplement.

We review and present our business results in two sectors: Automotive and Financial
Services. Our Automotive and Financial Services segments as of June 30, 2009 are
described in the table below:






Business Sector
Reportable Segments*

Description

Automotive:
Ford North America
Primarily includes the sale of Ford, Lincoln and Mercury
brand vehicles and related service parts in North America
(the United States, Canada and Mexico), together with the
associated costs to design, develop, manufacture and
service these vehicles and parts, as well as the sale of
Mazda6 vehicles produced by Ford's consolidated

subsidiary AutoAlliance International, Inc.

Ford South America
Primarily includes the sale of Ford-brand vehicles and
related service parts in South America, together with the
associated costs to design, develop, manufacture and

service these vehicles and parts.





Ford Europe
Primarily includes the sale of Ford-brand vehicles and
related service parts in Europe, Turkey and Russia,
together with the associated costs to design, develop,

manufacture and service these vehicles and parts.

Ford Asia Pacific Africa
Primarily includes the sale of Ford-brand vehicles and
related service parts in the Asia Pacific region and South
Africa, together with the associated costs to design,

develop, manufacture and service these vehicles and parts.

Volvo
Primarily includes the sale of Volvo brand vehicles and
related service parts throughout the world (including
Europe, North and South America, and Asia Pacific Africa),
together with the associated costs to design, develop,

manufacture and service these vehicles and parts.
Financial Services:
Ford Motor Credit
Primarily includes vehicle-related financing, leasing and
Company

insurance.

Other Financial Services
Includes a variety of businesses including holding
companies, real estate and the financing and leasing of

some Volvo vehicles in Europe.

file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 9 of 149

* As reported in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, we
sold Jaguar and Land Rover effective June 2, 2008. Also, during the fourth quarter of 2008 we sold a
portion of our equity in Mazda, reducing our ownership percentage from approximately 33.4% to
approximately 13.78%. Accordingly, beginning with the first quarter of 2009, we account for our
interest in Mazda as marketable securities and no longer report Mazda as an operating segment

S-1
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009


e424b5
Page 10 of 149
Table of Contents

Recent Developments

Third Quarter 2009 Results

Ford reported preliminary third quarter 2009 financial results on November 2, 2009. These
results included net income attributable to Ford of $997 million, an improvement of $1.2 billion
from a net loss attributable to Ford of $161 million in the third quarter of 2008.

Ford's Automotive sector reported a pre-tax profit of $545 million for the third quarter of
2009, a $1,277 million improvement over the same period a year ago. This improvement in
results was more than explained by favorable net pricing, favorable cost changes, and returns
on assets held in the temporary asset account related to our obligation to transfer certain
assets to the International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America (the "UAW") Voluntary Employee Benefit Association ("VEBA") as part of
our retiree health care settlement agreement with the UAW. These factors were offset partially
by the non-recurrence of favorable retiree health care and related charges. The favorable cost
changes were more than explained by lower structural costs and lower net product costs.

Ford's Financial Services sector, primarily driven by Ford Credit, reported a pre-tax profit
of $670 million for the third quarter of 2009, an improvement of $511 million over the prior
year's third quarter. The increase in pre-tax results primarily reflected lower depreciation
expense for leased vehicles (consistent with lower residual losses on returned vehicles due to
higher auction values); a lower provision for credit losses (primarily related to lower severity,
offset partially by higher repossessions); lower operating costs; and net gains related to
unhedged currency exposure. These factors were offset partially by lower volume (primarily
reflecting lower industry volumes, lower dealer stocks, the impact of divestitures and
alternative business arrangements), and changes in currency exchange rates.

Labor Negotiations

On November 1, 2009, the National Automobile, Aerospace, Transportation and General
Workers Union of Canada the (the "CAW") announced that a majority of its members
employed by Ford Canada had voted to ratify modifications to the terms of the existing
collective bargaining agreement between Ford Canada and the CAW. The modifications are
patterned off of the modifications agreed to by the CAW for its agreements with the Canadian
operations of General Motors Company and Chrysler LLC and are expected to result in
annual cost savings.

On November 2, 2009, the UAW announced that a majority of its members employed by
Ford had voted against ratification of a tentative agreement that would have modified the
terms of the existing collective bargaining agreement between Ford and the UAW. These
modifications were in addition to those ratified by the UAW-Ford membership in March 2009,
which went most of the way in bringing Ford to competitive parity with the U.S. operations of
foreign-owned automakers. These latest modifications were designed to closely match the
modified collective bargaining agreements between the UAW and our domestic competitors,
General Motors Company and Chrysler LLC. Among the proposed modifications was a
provision that would have precluded any strike action relating to improvements in wages and
benefits during the negotiation of a new collective bargaining agreement upon expiration of
the current agreement in September 2011, and would have subjected disputes regarding
improvements in wages and benefits to binding arbitration, to determine competitiveness
based on wages and benefits paid by other automotive manufacturers operating in the United
States.

Concurrent Transactions

This offering is part of a series of steps announced by Ford to improve its balance sheet
and enhance automotive liquidity. In addition to this offering, Ford announced it intends to
file://X:\DOCUMENTS - CONVERTIBLES\345370CN8.htm
11/6/2009