Capital Stock and Earnings Per Share (Notes)

12 Months Ended

Dec. 31, 2016

All general voting power is vested in the holders of Common Stock and Class B Stock. Holders of our Common Stock have 60% of the general voting power and holders of our Class B Stock are entitled to such number of votes per share as will give them the remaining 40%. Shares of Common Stock and Class B Stock share equally in dividends when and as paid, with stock dividends payable in shares of stock of the class held.

If liquidated, each share of Common Stock is entitled to the first $0.50 available for distribution to holders of Common Stock and Class B Stock, each share of Class B Stock is entitled to the next $1.00 so available, each share of Common Stock is entitled to the next $0.50 so available, and each share of Common and Class B Stock is entitled to an equal amount thereafter.

We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. 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 outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our share-based compensation, including “in-the-money” stock options and unvested RSUs. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

NOTE 22. CAPITAL STOCK AND EARNINGS PER SHARE (Continued)

Earnings Per Share Attributable to Ford Motor Company Common and Class B Stock

Basic and diluted income per share were calculated using the following (in millions):



	2014		2015		2016
Basic and Diluted Income Attributable to Ford Motor Company
Basic income	$	1,231	$	7,373	$	4,596
Diluted income (a)	1,231		7,373		4,596

Basic and Diluted Shares
Basic shares (average shares outstanding)	3,912		3,969		3,973
Net dilutive options and warrants	46		33		26
Diluted shares (a)	3,958		4,002		3,999

__________

(a)

Not included in the 2014 calculation of diluted earnings per share due to their antidilutive effect are 87 million shares and the related income effect for the 2016 Convertible Notes. In October 2014, we elected to terminate the conversion rights of holders under the 2016 Convertible Notes in accordance with their terms effective as of the close of business on November 20, 2014. We no longer have convertible debt outstanding.