8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  November 30, 2010

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-3950	38-0549190
(Commission File Number)	(IRS Employer Identification No.)
One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02.                      Unregistered Sales of Equity Securities.

On October 26, 2010, Ford Motor Company (“Ford”) launched offers (the “Conversion Offers”) to pay a premium in cash to induce holders of any and all of its 4.25% Senior Convertible Notes due December 15, 2036 (the “2036 Convertible Notes”) and any and all of its 4.25% Senior Convertible Notes due November 15, 2016 (the “2016 Convertible Notes” and, together with the 2036 Convertible Notes, the “Convertible Notes”) to convert their Convertible Notes into shares of Ford Common Stock, par value $0.01 per share (the “Common Stock”).  The Conversion Offers expired at midnight on November 23, 2010, Ford announced the results of the Conversion Offers on November 24, 2010 and the Conversion Offers were settled on November 30, 2010.

Pursuant to the terms of the Conversion Offers, each $1,000 principal amount of the 2036 Convertible Notes validly tendered and not withdrawn was exchanged for 108.6957 shares of Common Stock and $190 in cash, plus accrued and unpaid interest on such 2036 Convertible Notes, and each $1,000 principal amount of the 2016 Convertible Notes validly tendered and not withdrawn was exchanged for 107.5269 shares of Common Stock and $215 in cash, plus accrued and unpaid interest on such 2016 Convertible Notes.

In response to the Conversion Offers, $553,513,000 aggregate principal amount of the 2036 Convertible Notes and $1,992,257,000 aggregate principal amount of the 2016 Convertible Notes were validly tendered, not withdrawn and accepted for purchase upon the terms and subject to the conditions set forth in the offering circular dated October 26, 2010 and the related letter of transmittal.  As a result, Ford issued an aggregate 274,385,596 shares of Common Stock and paid an aggregate $533,502,725 in cash premium payments, $14,309,927 in accrued and unpaid interest payments and $1,721 for cash in lieu of fractional shares for such tendered Convertible Notes on November 30, 2010.  After settlement of the Conversion Offers, $24,996,000 aggregate principal amount of the 2036 Convertible Notes and $882,743,000 aggregate princip al amount of the 2016 Convertible Notes remain outstanding.

Ford did not receive any cash proceeds as a result of the exchange of Common Stock for the Convertible Notes, which Convertible Notes have been retired and cancelled.

The issuance of Common Stock to the holders of Convertible Notes in exchange for their Convertible Notes was made by Ford pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act on the basis that the Conversion Offers constituted exchanges with existing holders of Ford securities and no commission or other remuneration was paid or given directly or indirectly to any party for soliciting such exchanges.

Item 8.01.                      Other Events.

Our news release dated November 24, 2010 announcing the results of the Conversion Offers is filed as Exhibit 99.1 to this Report and incorporated by reference herein.

Our news release dated December 1, 2010, concerning U.S. retail sales of Ford vehicles in November 2010 is filed as Exhibit 99.2 to this Report and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

EXHIBITS

Designation	Description	Method of Filing
Exhibit 99.1	News release dated November 24, 2010 announcing results of Ford's Conversion Offers	Filed with this Report
Exhibit 99.2	News release dated December 1, 2010 concerning	Filed with this Report
	November U.S. retail sales

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FORD MOTOR COMPANY
		(Registrant)
Date:  December 1, 2010	By:	/s/ Louis J. Ghilardi
		Louis J. Ghilardi
		Assistant Secretary

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EXHIBIT INDEX

Designation	Description
Exhibit 99.1	News release dated November 24, 2010 announcing results of Ford's Conversion Offers
Exhibit 99.2	News release dated December 1, 2010 concerning November U.S. retail sales

EX-99.1

Exhibit 99.1

NEWS  

Contact: Media: John Stoll 1.313.594.1106 Jstoll1@ford.com Equity Investment Community: Larry Heck 1.313.594.0613 fordir@ford.com Fixed Income Investment Community: Shawn Ryan 1.313.621.0881 fixedinc@ford.com Shareholder Inquiries: 1.800.555.5259 or 1.313.845.8540 stockinf@ford.com

FORD FURTHER REDUCES ITS DEBT AND STRENGTHENS BALANCE SHEET THROUGH CONVERSION OFFERS

● Ford today announced the results of conversion offers that will reduce the company’s outstanding Automotive debt by more than $1.9 billion, lowering its annualized interest costs by about $180 million

● Including the conversion offers, the recent $3.6 billion prepayment on VEBA Note B, and net debt reductions over the first nine months, Ford has reduced its Automotive debt by $12.8 billion this year, lowering its annualized interest costs by nearly $1 billion. Ford expects to be net cash positive by the end of 2010

● $554 million principal amount of Ford’s 4.25% Senior Convertible Notes due December 15, 2036 and $1.992 billion principal amount of its 4.25% Senior Convertible Notes due November 15, 2016 were validly tendered and accepted for conversion pursuant to Ford’s conversion offers

● Ford will pay $534 million in cash premiums and issue 274 million shares of Ford common stock to convertible note holders. The shares of Ford common stock to be issued have been included in Ford’s calculation of diluted earnings per share since the beginning of 2010

● The conversion offers will result in a fourth quarter 2010 special item charge of approximately $960 million

DEARBORN, Mich., Nov. 24, 2010 – Ford Motor Company (NYSE: F) announced today the results of conversion offers that will reduce the company’s Automotive debt by more than     $1.9 billion, further strengthening its balance sheet and lowering annualized interest costs by about $180 million.

Including the conversion offers, the recent $3.6 billion prepayment on VEBA Note B and net debt reductions over the first nine months of 2010, Ford has reduced its Automotive debt by $12.8 billion this year, lowering its annualized interest costs by nearly $1 billion.

“These successful conversion offers represent another significant step toward our goal of reducing our Automotive debt and improving our balance sheet,” said Lewis Booth, Ford executive vice president and chief financial officer.  “We had previously said that even without the conversion offers, we expected our Automotive cash to be about equal to Automotive debt by the end of this year, well ahead of our earlier expectations.  With the conversion offers, we will be clearly net cash positive by year-end 2010.”

Ford launched the conversion offers Oct. 26, 2010, offering to pay a premium in cash to induce the holders of any and all of its outstanding 4.25% Senior Convertible Notes due December 15, 2036 (the “2036 Convertible Notes”) and 4.25% Senior Convertible Notes due November 15, 2016 (the “2016 Convertible Notes” and, together with the 2036 Convertible Notes, the “Convertible Notes”) to convert their Convertible Notes into shares of Ford’s common stock.

The conversion offers each expired at midnight, New York City time, Nov. 23, 2010, (the “Expiration Date”).  As of the Expiration Date, $554 million principal amount of the 2036 Convertible Notes and $1.992 billion principal amount of the 2016 Convertible Notes were validly tendered and accepted for purchase, according to information provided by Computershare, Inc., the Exchange Agent with respect to the conversion offers.  The carrying values of the tendered notes on Sept. 30, 2010 were $399 million and $1.544 billion for the 2036 and 2016 Convertible Notes, respectively.

This will result in the issuance of an aggregate of 274 million shares of Ford’s common stock and the payment of an aggregate of $534 million in cash premiums on the expected settlement date of Nov. 30, 2010. The cash premiums reflect in large part the present value of the interest payments that would have been made on the tendered 2036 and 2016 Convertible Notes to the first date (Dec. 20, 2013, and Nov. 20, 2014, respectively) on which Ford could have terminated holders' conversion rights under the Convertible Notes. The shares of Ford common stock to be issued on the settlement date with respect to the conversion offers have been included in Ford’s calculation of diluted earnings per share since the beginning of the year.  In addition to the shares of Ford common stock and cash premiums, Ford will pay accrued and unpaid interest on tendered Convertible Notes for the period from the last interest payment date to (but excluding) the settlement date, which will total $14 million.

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Upon settlement of the conversion offers, $25 million principal amount and $883 million principal amount of the 2036 and 2016 Convertible Notes, respectively, will remain outstanding.  After settlement, the carrying values of the remaining notes outstanding will be $18 million and $688 million for the 2036 and 2016 Convertible Notes, respectively.

Holders of the 2036 Convertible Notes who validly tendered and did not withdraw their Convertible Notes by midnight, New York City time, on the Expiration Date and whose Convertible Notes were accepted for purchase will receive, for each $1,000 principal amount of the 2036 Convertible Notes converted, 108.6957 shares of Ford’s common stock, plus $190 in cash, plus the applicable accrued and unpaid interest.

Holders of the 2016 Convertible Notes who validly tendered and did not withdraw their Convertible Notes by midnight, New York City time, on the Expiration Date and whose Convertible Notes were accepted for purchase will receive, for each $1,000 principal amount of the 2016 Convertible Notes converted, 107.5269 shares of Ford’s common stock, plus $215 in cash, plus the applicable accrued and unpaid interest.

The conversion offers will result in a fourth quarter 2010 special item charge of approximately $960 million reflecting the cash premiums and non-cash losses (reflecting the difference between the carrying and fair values of the debt) for the tendered 2036 and 2016 Convertible Notes.

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About Ford Motor Company

Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents.  With about 163,000 employees and about 70 plants worldwide, the company’s brands include Ford, Lincoln and, until discontinued later this year, Mercury.  The company provides financial services through Ford Motor Credit Company.  For more information regarding Ford’s products, please visit www.ford.com.

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Safe Harbor/Risk Factors

Statements included 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:

● Decline in industry sales volume, particularly in the United States or Europe, due to financial crisis, recession, geo-political events, or other factors;

● Decline in market share;

● Lower-than-anticipated market acceptance of new or existing products;

● An increase in or acceleration of market shift beyond our current planning assumptions from sales of trucks, medium- and large-sized utilities, or other more profitable vehicles, particularly in the United States;

● A return to elevated gasoline prices, as well as the potential for volatile prices or reduced availability;

● Continued or increased price competition resulting from industry overcapacity, currency fluctuations, or other factors;

● Adverse effects from the bankruptcy, insolvency, or government-funded restructuring of, change in ownership or control of, or alliances entered into by a major competitor;

● A prolonged disruption of the debt and securitization markets;

● Fluctuations in foreign currency exchange rates, commodity prices, and interest rates;

● Economic distress of suppliers that may require us to provide substantial financial support or take other measures to ensure supplies of components or materials and could increase our costs, affect our liquidity, or cause production disruptions;

● Single-source supply of components or materials;

● Labor or other constraints on our ability to restructure our business;

● Work stoppages at Ford or supplier facilities or other interruptions of production;

● Substantial pension and postretirement health care and life insurance liabilities impairing our liquidity or financial condition;

● Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates or investment returns);

● Restriction on use of tax attributes from tax law "ownership change;"

● The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, or increased warranty costs;

● Increased safety, emissions, fuel economy, or other regulation resulting in higher costs, cash expenditures, and/or sales restrictions;

● Unusual or significant litigation or governmental investigations arising out of alleged defects in our products, perceived environmental impacts, or otherwise;

● A change in our requirements for parts or materials where we have long-term supply arrangements that commit us to purchase minimum or fixed quantities of certain parts or materials, or to pay a minimum amount to the seller ("take-or-pay" contracts);

● Adverse effects on our results from a decrease in or cessation of government incentives related to capital investments;

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● Adverse effects on our operations resulting from certain geo-political or other events;

● Substantial levels of Automotive indebtedness adversely affecting our financial condition or preventing us from fulfilling our debt obligations (which may grow because we are able to incur substantially more debt, including additional secured debt);

● Failure of financial institutions to fulfill commitments under committed credit facilities;

● Inability of Ford Credit to obtain competitive funding;

● Inability of Ford Credit to access debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts due to credit rating downgrades, market volatility, market disruption, regulatory requirements or other factors;

● Higher-than-expected credit losses;

● Increased competition from banks or other financial institutions seeking to increase their share of financing Ford vehicles;

● Collection and servicing problems related to finance receivables and net investment in operating leases;

● Lower-than-anticipated residual values or higher-than-expected return volumes for leased vehicles; and

● New or increased credit, consumer, or data protection or other laws or regulations resulting in higher costs and/or additional financing restrictions.

We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection 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 statement, whether as a result of new information, future events or otherwise.  For additional discussion of these risks, see "Item 1A. Risk Factors" in our 2009 Form 10-K Report and our third quarter 2010 Form 10-Q Report.

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EX-99.2

Exhibit 99.2

NEWS

Contact:	George Pipas
	313-323-9216
	gpipas@ford.com

IMMEDIATE RELEASE

FORD NOVEMBER SALES UP 24 PERCENT; GAINS ACROSS FULL VEHICLE PORTFOLIO – CARS, UTILITIES AND TRUCKS

● Ford, Lincoln and Mercury November sales totaled 147,338, up 24 percent versus year ago

● Ford’s year-to-date sales totaled 1.74 million, up 21 percent; Ford’s sales growth doubled the industry average 

● Ford’s balanced portfolio of high-quality, fuel-efficient cars, utilities and trucks drove November sales gains; cars up 25 percent, utilities up 13 percent and trucks up 34 percent 

● Fusion set new full-year sales record 

● Ford announces first quarter 2011 North American production plan 

DEARBORN, Mich., Dec. 1, 2010 – Consumer demand for Ford Motor Company’s fresh lineup of high-quality, fuel-efficient vehicles boosted November sales 24 percent versus a year ago, with 147,338 units sold.

Year-to-date, Ford, Lincoln and Mercury sales totaled 1.74 million, up 21 percent – growing at double the overall industry rate. Ford remains on track to gain market share for the second year in a row – a result not achieved since 1993.

“With our strongest-ever line of products, we’re pleased to see more signs the economy is growing and the demand for new vehicles is increasing,” said Ken Czubay, Ford vice president, U.S. Marketing, Sales and Service. “Ford’s broad range of high-quality, fuel-efficient vehicles is driving one of our best years ever and positioning Ford to deliver improved results in the future.”

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Go to http://media.ford.com for news releases and high-resolution photographs.

Ford’s Balanced Vehicle Portfolio

In November, Ford car sales were up 25 percent, utilities were up 13 percent and trucks were up 34 percent. Year-to-date, Ford car sales were up 18 percent, utilities were up 15 percent and trucks were up 29 percent.

Cars

Fiesta, Focus and Fusion highlighted the growth in car sales.

Fiesta, the highly-acclaimed fuel-efficient subcompact, continues to attract new, younger customers to Ford with November sales of 3,473 and more than 18,000 sales since its summer introduction.

Focus sales were up 28 percent in November. An all-new Focus debuts early in 2011.

In November, Ford’s retail share of the key small car segment increased 50 percent versus a year ago, as the combined retail share of Fiesta and Focus reached almost 10 percent.

With one month remaining in 2010, Fusion already has set a new full-year sales record. In November, Fusion sales were 17,647, up 28 percent. Year-to-date, Fusion sales totaled 196,590, eclipsing the previous full-year sales record of 180,671 set last year.

Sales for the Lincoln MKZ were up 48 percent versus a year ago. The MKZ Hybrid accounted for 21 percent of retail sales of the 2011 MKZ.

Utilities

Ford’s new midsize crossovers, the 2011 Ford Edge and Lincoln MKX paced the increase in utility sales. Edge sales were up 55 percent versus a year ago, and MKX sales were up 39 percent. These products are the company’s first models to offer MyFordTouch and MyLincolnTouch – state-of-the-art technology to better connect drivers with their vehicle information, entertainment and on-board technologies.

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Go to http://media.ford.com for news releases and high-resolution photographs.

The new Ford Edge also features best-in-class horsepower and unsurpassed V6 highway fuel economy. The new Lincoln MKX offers best-in-class fuel economy and 305 horsepower – an increase of 40 hp versus the prior model.

Trucks

Sales for Ford’s F-Series truck were up 26 percent versus a year ago. Year-to-date sales for America’s best-selling truck reached 473,461, well beyond last year’s full-year total of 413,625.

Production of the 2011 F-150 is under way with an all-new powertrain lineup, including a 3.5-liter EcoBoost and a new six-speed transmission that will deliver class-leading capability and fuel economy. This truck lineup will provide up to 20 percent more fuel efficiency than the 2010 models. F-150 pickups with the new 3.7-liter V6, 5.0-liter V8 and 6.2-liter V8 will be in dealer showrooms this month. The F-150 with EcoBoost will be available for sale early next year.

Ford’s commercial vans also made strong contributions to November’s truck sales performance.  Econoline, Ford’s full-size van, had sales of 8,026, up 71 percent, and Transit Connect, the fuel-efficient, purpose-built van, delivered sales of 2,773, up 138 percent.

North American Production

Ford plans to build 635,000 vehicles in the first quarter 2011, up 61,000 vehicles (11 percent) compared with the first quarter 2010. Ford’s fourth quarter production plan of 590,000 vehicles is unchanged from the previous forecast.

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Note: The sales data included in this release and the accompanying tables are based largely on data reported by dealers representing their sales to retail and fleet customers.

About Ford Motor Company

Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 163,000 employees and about 70 plants worldwide, the company’s automotive brands include Ford, Lincoln and Mercury, production of which has been announced by the company to be ending in the fourth quarter of 2010. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford’s products, please visit www.ford.com.

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Go to http://media.ford.com for news releases and high-resolution photographs.