AMOUNTS PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK

We present both basic and diluted earnings per share ("EPS") amounts in our financial reporting. EPS is computed independently each quarter for income from continuing operations, income/(loss) from discontinued operations, and net income; as a result, the sum of per-share amounts from continuing operations and discontinued operations may not equal the total per-share amount for net earnings. Basic EPS excludes dilution and is computed by dividing income available to Common and Class B Stock holders by the weighted-average number of Common and Class B Stock and equivalents outstanding for the period. Diluted EPS, on the other hand, reflects the maximum potential dilution that could occur if all securities and other share-based contracts, including stock options, warrants, and rights under our convertible notes were exercised. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

Warrants

In conjunction with the transfer of assets to the UAW VEBA Trust on December 31, 2009, we issued warrants to purchase 362,391,305 shares of Ford Common Stock at an exercise price of $9.20 per share. On April 6, 2010, the UAW VEBA Trust sold all such warrants to parties unrelated to us. In connection with the sale, the terms of the warrants were modified to provide for, among other things, net share settlement as the only permitted settlement method thereby eliminating full physical settlement as an option, and elimination of certain of the transfer restrictions applicable to the underlying stock. We received no proceeds from the offering. All warrants are fully exercisable and expire January 1, 2013. The net dilutive effect for warrants, shown below, includes approximately 134 million and 145 million dilutive shares for second quarter 2011 and first half 2011, respectively, representing the net share settlement methodology for the 362 million warrants outstanding as of June 30, 2011.

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):



	Second Quarter					First Half
	2011		2010			2011		2010
Basic and Diluted Income/(Loss) Attributable to Ford Motor Company
Basic income/(loss) from continuing operations	$	2,398	$	2,599		$	4,949	$	4,684
Effect of dilutive 2016 Convertible Notes (a)	14		47			28		93
Effect of dilutive 2036 Convertible Notes (a)	—		10			1		20
Effect of dilutive UAW VEBA Note B (a) (b)	—		91			—		182
Effect of dilutive Trust Preferred Securities (a) (c)	—		46			36		91
Diluted income/(loss) from continuing operations	$	2,412	$	2,793		$	5,014	$	5,070

Basic and Diluted Shares
Average shares outstanding	3,799		3,412			3,785		3,389
Restricted and uncommitted-ESOP shares	—		(1		)	—		(1		)
Basic shares	3,799		3,411			3,785		3,388
Net dilutive options, warrants, and restricted and uncommitted-ESOP shares	205		198			234		202
Dilutive 2016 Convertible Notes	95		309			95		309
Dilutive 2036 Convertible Notes	3		63			3		63
Dilutive UAW VEBA Note B (b)	—		466			—		465
Dilutive Trust Preferred Securities (c)	—		163			66		163
Diluted shares	4,102		4,610			4,183		4,590

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(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 October 29, 2010 we prepaid the full amount of our Note B obligation to the UAW VEBA Trust in cash.

(c)

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 year-to-date average shares outstanding will reflect the Common Stock underlying the Trust Preferred Securities only through March 15. However, the quarterly dilution calculation for the remaining quarters of 2011 will not include the underlying Common Stock as the Trust Preferred Securities have been redeemed.