Ford 2011 Annual Report Download - page 166

Notes to the Financial Statements
164 Ford Motor Company | 2011 Annual Report
NOTE 24. CAPITAL STOCK AND AMOUNTS PER SHARE (Continued)
Dividends will affect our diluted earnings per share calculation because they likely will cause an adjustment to the
conversion and exercise prices of our outstanding convertible debt securities and warrants described above. Pursuant to
the terms of these securities, the conversion and exercise prices will be adjusted (i) when dividends on our Common and
Class B stock are paid in a sufficient amount so as to trigger a 1 percent or greater change in the conversion and/or
exercise prices or (ii) on the anniversary date of issuance of those securities -- November 9, 2012 for the 2016
Convertible Notes, December 15, 2012 for the 2036 Convertible Notes, and December 11, 2012 for the warrants,
whichever occurs first. At that time we will adjust the exercise price in the calculation of the additional dilutive shares for
our convertible debt and for warrants.
Other Transactions Related to Capital Stock
On May 18, 2009, we issued 345 million shares of Ford Common Stock pursuant to a public offering at a price of
$4.75 per share, resulting in total gross proceeds of $1.6 billion.
As discussed in Note 18, we issued shares of Ford Common Stock from time to time pursuant to an equity distribution
agreement and used the proceeds to purchase outstanding Ford Credit debt securities maturing prior to 2012. In the third
quarter of 2009, we issued 71,587,743 shares of Ford Common Stock resulting in proceeds of $565 million.
On December 4, 2009, we entered into an equity distribution agreement with certain broker-dealers pursuant to which
we offered and sold shares of Ford Common Stock from time to time. Sales under this agreement were completed in
September 2010. Under this agreement we issued 85.8 million shares of Common Stock for an aggregate price of
$1 billion, with 75.9 million shares of Common Stock for an aggregate price of $903 million issued in 2010.
Amounts Per Share Attributable to Ford Motor Company Common and Class B Stock
Basic and diluted income/(loss) per share were calculated using the following (in millions):
Basic and Diluted Income/(Loss) Attributable to Ford Motor Company
Basic income/(loss) from continuing operations
Effect of dilutive 2016 Convertible Notes (a)
Effect of dilutive 2036 Convertible Notes (a)
Effect of dilutive Trust Preferred Securities (a) (b) (c)
Diluted income/(loss) from continuing operations
Basic and Diluted Shares
Average shares outstanding
Restricted and uncommitted-ESOP shares
Basic shares
Net dilutive options and warrants
Dilutive 2016 Convertible Notes
Dilutive 2036 Convertible Notes
Dilutive Trust Preferred Securities (b) (c)
Diluted shares
2011
$20,213
64
2
40
$20,319
3,793
—
3,793
187
95
3
33
4,111
2010
$6,561
173
37
182
$6,953
3,449
—
3,449
217
291
58
163
4,178
2009
$ 2,712
27
119
—
$ 2,858
2,992
(1)
2,991
87
45
189
—
3,312
__________
(a) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in income or loss that would result from
the assumed conversion.
(b) On March 15, 2011, the Trust Preferred Securities, which were convertible into Ford Common Stock, were fully redeemed and, as a result, for
purposes of dilution effect, the full year average shares outstanding will reflect the Common Stock underlying the Trust Preferred Securities only
through March 15.
(c) Not included in the calculation of diluted earnings per share due to their antidilutive effect are 162 million shares for 2009 and the related income
effect for Trust Preferred Securities.