Ford 2009 Annual Report Download - page 153

Notes to the Financial Statements
Ford Motor Company | 2009 Annual Report 151
NOTE 25. CAPITAL STOCK AND AMOUNTS PER SHARE (Continued)
Convertible Securities
As discussed in Note 19, Trust Preferred Securities with an aggregate liquidation preference of $2.8 billion are
outstanding at December 31, 2009. In the first quarter of 2009, holders of 862,889 Trust Preferred Securities with an
aggregate liquidation preference of $43 million elected to convert such securities into an aggregate 2,437,562 shares of
Ford Common Stock. In the third quarter of 2007, holders of 42,543,071 Trust Preferred Securities with an aggregate
liquidation preference of $2.1 billion elected to convert such securities into an aggregate 194,494,157 shares of Ford
Common Stock. At the option of the holder, each Trust Preferred Security is convertible, at any time on or before
January 15, 2032, into shares of our Common Stock at a rate of 2.8769 shares for each Trust Preferred Security
(equivalent to a conversion price of $17.38 per share). Conversion of all shares of such Trust Preferred Securities would
result in the issuance of 163 million shares of our Common Stock.
As discussed in Note 19, 2036 Convertible Notes with a principal amount of $579 million are outstanding at
December 31, 2009. In the second quarter of 2009, $4.3 billion principal amount of 2036 Convertible Notes was
exchanged for an aggregate of 467,909,227 shares of Ford Common Stock, $344 million in cash ($80 in cash per
$1,000 principal amount of 2036 Convertible Notes exchanged) and the applicable accrued and unpaid interest on such
2036 Convertible Notes. In the fourth quarter of 2008, $67 million principal amount of 2036 Convertible Notes was
exchanged for an aggregate of 7,253,035 shares of Ford Common Stock. At the option of the holder, each
2036 Convertible Note is convertible at any time on or before December 15, 2036, into shares of Ford Common Stock at a
rate of 108.6957 shares per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of $9.20 per
share). Conversion of all shares of 2036 Convertible Notes would result in the issuance of 63 million shares of our
Common Stock.
As discussed in Note 19, 2016 Convertible Notes with a principal amount of $2.9 billion are outstanding at
December 31, 2009. At the option of the holder, each 2016 Convertible Note is convertible at any time on or before
November 16, 2016, into shares of Ford Common Stock at a rate of 107.5269 shares per $1,000 principal amount of
2016 Convertible Note (equivalent to a conversion price of $9.30 per share). Conversion of all shares of 2016 Convertible
Notes would result in the issuance of 309 million shares of our Common Stock.
Other Transactions Related to Capital Stock
In the fourth quarter of 2007, we issued an aggregate of 62,000,761 shares of Ford Common Stock in exchange for
$567 million principal amount of our public unsecured debt securities.
As described in Note 19, during the first half of 2008, we issued an aggregate of 46,437,906 shares of Ford Common
Stock in exchange for $431 million principal amount of our outstanding public unsecured debt securities.
On May 18, 2009, we issued 345,000,000 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 1, we issued shares of Ford Common Stock from time to time pursuant to an equity distribution
agreement in market transactions and used the proceeds to purchase outstanding Ford Credit debt securities maturing
prior to 2012. In the second half of 2008, we issued 88,325,372 shares of Ford Common Stock resulting in proceeds of
$434 million. 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 a new equity distribution agreement with certain broker-dealers pursuant to
which we may offer and sell shares of Ford Common Stock from time to time for an aggregate offering price of up to
$1 billion. Sales of Ford Common Stock under this equity distribution agreement are expected to be made over a several-
month period by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices or as
otherwise agreed. Through December 31, 2009 and February 15, 2010, we issued 9,840,429 shares and
41,896,329 shares of Ford Common Stock for an aggregate price of $97 million and $470 million, respectively, resulting in
net proceeds of $96 million and $466 million, respectively, which will be used for general corporate purposes.