Edgar Filing: FORD MOTOR CO

form10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-K

(Mark One)
R	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the fiscal year ended December 31, 2007

	or

£	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

	Commission file number 1-3950

Ford Motor Company

(Exact name of Registrant as specified in its charter)

Delaware	38-0549190
(State of incorporation)	(I.R.S. employer identification no.)

One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip code)

313-322-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered (a)
Common Stock, par value $.01 per share		New York Stock Exchange

7.50% Notes Due June 10, 2043		New York Stock Exchange

Ford Motor Company Capital Trust II		New York Stock Exchange
6.50% Cumulative Convertible Trust Preferred
Securities, liquidation preference $50 per share

__________

(a)	In addition, shares of Common Stock of Ford are listed on certain stock exchanges in Europe.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R No £

Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act.

Yes £ No R

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of " accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer R Accelerated filer £ Non-accelerated filer £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No R

As of June 29, 2007, Ford had outstanding 1,827,947,574 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($9.42 per share), the aggregate market value of such Common Stock was $17,219,266,147. Although there is no quoted market for our Class B Stock, shares of Class B Stock may be converted at any time into an equal number of shares of Common Stock for the purpose of effecting the sale or other disposition of such shares of Common Stock. The shares of Common Stock and Class B Stock outstanding at June 29, 2007 included shares owned by persons who may be deemed to be "affiliates" of Ford. We do not believe, however, that any such person should be considered to be an affiliate. For information concerning ownership of outstanding Common Stock and Class B Stock, see the Proxy Statement for Ford’s Annual Meeting of Stockholders currently scheduled to be held on May 8, 2008 (our "Proxy Statement"), which is incorporated by reference under various Items of this Report as indicated below.

As of February 11, 2008, Ford had outstanding 2,136,150,054 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($6.39 per share), the aggregate market value of such Common Stock was $13,649,998,845.

DOCUMENTS INCORPORATED BY REFERENCE

Document		Where Incorporated
Proxy Statement*		Part III (Items 10, 11, 12, 13 and 14)

__________

*	As stated under various Items of this Report, only certain specified portions of such document are incorporated by reference in this Report.

Exhibit Index begins on page 83.

PART I

ITEM 1. Business

Ford Motor Company (referred to herein as "Ford", the "Company", "we", "our" or "us") was incorporated in Delaware in 1919. We acquired the business of a Michigan company, also known as Ford Motor Company, that had been incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford. We are one of the world’s largest producers of cars and trucks combined. We and our subsidiaries also engage in other businesses, including financing vehicles.

In addition to the information about Ford and its subsidiaries contained in this Annual Report on Form 10-K for the year ended December 31, 2007 ("2007 Form 10-K Report" or "Report"), extensive information about our Company can be found throughout our website located at www.ford.com, including information about our management team, our brands and products, and our corporate governance principles.

The corporate governance information on our website includes our Corporate Governance Principles, our Code of Ethics for Senior Financial Personnel, our Code of Ethics for Directors, our Standards of Corporate Conduct for all employees, and the Charters for each of our Board Committees. In addition, amendments to, and waivers granted to our directors and executive officers under, our Codes of Ethics, if any, will be posted in this area of our website. These corporate governance documents can be accessed by logging onto our website and clicking on the "Investors," then "Company Information, " and then "Corporate Governance" links.

Upon accessing our website and clicking on the "Corporate Governance" link, viewers will see a list of corporate governance documents and may click on the desired document. In addition, printed versions of our Corporate Governance Principles, our Code of Ethics for Senior Financial Personnel, our Standards of Corporate Conduct, and the Charters for each of our Board Committees may be obtained free of charge by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, P.O. Box 1899, Dearborn, Michigan 48126-1899.

In addition to the Company information discussed above that is provided on our website, all of our recent periodic report filings with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge through our website. This includes recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those Reports. Also, recent Section 16 filings made with the SEC by the Company or any of its executive officers or directors with respect to our Common Stock are made available free of charge through our website. The periodic reports and amendments and the Section 16 filings are made available through our website as soon as reasonably practicable after such report or amendment is electronically filed with the SEC.

To access our SEC reports or amendments or the Section 16 filings, log onto our website and click on the following link on each successive screen:

•

"Investors"

•

"Company Reports"

•

"U.S. S.E.C. EDGAR FILINGS"

Viewers will then see a list of reports filed with the SEC and may click on the desired document.

The foregoing information regarding our website and its content is for convenience only. The content of our website is not deemed to be incorporated by reference into this report nor should it be deemed to have been filed with the SEC.

ITEM 1. Business (Continued)

OVERVIEW

Segments. We review and present our business results in two sectors: Automotive and Financial Services. Within these sectors, our business is divided into reportable segments based upon the organizational structure that we use to evaluate performance and make decisions on resource allocation, as well as availability and materiality of separate financial results consistent with that structure.

Our Automotive and Financial Services segments as of December 31, 2007 are described in the table below:

Business Sector	Reportable Segments	Description

Automotive:	Ford North America	Primarily includes the sale of Ford, Lincoln and Mercury brand vehicles and related service parts in North America (the United States, Canada and Mexico), together with the associated costs to design, develop, manufacture and service these vehicles and parts.

	Ford South America	Primarily includes the sale of Ford-brand vehicles and related service parts in South America, together with the associated costs to design, develop, manufacture and service these vehicles and parts.

	Ford Europe	Primarily includes the sale of Ford-brand vehicles and related service parts in Europe, Turkey and Russia, together with the associated costs to design, develop, manufacture and service these vehicles and parts.

	Premier Automotive Group*	Primarily includes the sale of Premier Automotive Group ("PAG") brand vehicles (i.e., Volvo, Jaguar, and Land Rover) and related service parts throughout the world (including Europe, North and South America, Asia Pacific and Africa), together with the associated costs to design, develop, manufacture and service these vehicles and parts.

	Ford Asia Pacific and Africa/Mazda	Primarily includes the sale of Ford-brand vehicles and related service parts in the Asia Pacific region and South Africa, together with the associated costs to design, develop, manufacture and service these vehicles and parts, and our share of the results of Mazda Motor Corporation (of which we own approximately 33.4%) and certain of our Mazda-related investments.

Financial Services:	Ford Motor Credit Company	Primarily includes vehicle-related financing, leasing, and insurance.

	Other Financial Services	Primarily includes real-estate, and vehicle-related financing/leasing of Volvo products.

As reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2007, we sold Aston Martin effective May 31, 2007. We currently are negotiating the sale of our Jaguar and Land Rover operations, which were held for sale beginning in the fourth quarter of 2007. Beginning with the first quarter of 2008, we intend to change our segments by eliminating the PAG segment and replacing it with a segment that will consist of our Volvo operations and, until we complete the sale of our held-for-sale Jaguar and Land Rover operations, a segment consisting of our held-for-sale Jaguar and Land Rover operations.

We provide financial information (such as revenues, income, and assets) for each of these business sectors and reportable segments in three areas of this Report: (1) "Item 6. Selected Financial Data," (2) "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," and (3) Note 25 of the Notes to the Financial Statements located at the end of this Report. Financial information relating to certain geographic areas also is included in these Notes.

ITEM 1. Business (Continued)

AUTOMOTIVE SECTOR

General

We sell cars and trucks throughout the world. In 2007, we sold approximately 6,553,000 vehicles at wholesale throughout the world. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional discussion of wholesale unit volumes. Our vehicle brands include Ford, Mercury, Lincoln, and Volvo; our Jaguar and Land Rover brands are held for sale as of the fourth quarter of 2007.

Substantially all of our cars, trucks and parts are marketed through retail dealers in North America, and through distributors and dealers outside of North America, the substantial majority of which are independently owned. At December 31, 2007, the approximate number of dealers and distributors worldwide distributing our vehicle brands was as follows:

Brand	Number of Dealerships at December 31, 2007*
Ford		10,963
Mercury		1,916
Lincoln		1,466
Volvo		2,369
Land Rover		1,397
Jaguar		859

__________

Because many of these dealerships distribute more than one of our brands from the same sales location, a single dealership may be counted under more than one brand. With our Jaguar and Land Rover operations held for sale as of the fourth quarter of 2007, we do not anticipate that Jaguar and Land Rover dealers and distributors will be pertinent to our disclosures going forward.

In addition to the products we sell to our dealers for retail sale, we also sell cars and trucks to our dealers for sale to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies, and governments. Sales to all of our fleet customers in the United States in the aggregate have represented between 23% and 31% of our total U.S. car and truck sales for the last five years. We do not depend on any single customer or small group of customers to the extent that the loss of such customer or group of customers would have a material adverse effect on our business.

In addition to producing and selling cars and trucks, we also provide retail customers with a wide range of after-the-sale vehicle services and products through our dealer network and other channels, in areas such as maintenance and light repair, heavy repair, collision, vehicle accessories and extended service warranty. In North America, we market these products and services under several brands, including Genuine Ford and Lincoln-Mercury Parts and ServiceSM, Ford Extended Service PlanSM, and MotorcraftSM.

The worldwide automotive industry, Ford included, is affected significantly by general economic conditions (among other factors) over which we have little control. This is especially so because vehicles are durable goods, which provide consumers latitude in determining whether and when to replace an existing vehicle. The decision whether and when to make a vehicle purchase may be affected significantly by slowing economic growth, geo-political events, and other factors (including the cost of purchasing and operating cars and trucks and the availability and cost of credit and fuel). Accordingly, the number of cars and trucks sold (commonly referred to as "industry demand") may vary substantially from year to year. The automotive industry is also a highly competitive, cyclical business that has a wide and growing variety of product offerings from a growing number of manufacturers.

Our wholesale unit volumes vary with the level of total industry demand and our share of that industry demand. In the short term, our wholesale unit volumes also are influenced by the level of dealer inventory. Our share is influenced by how our products are perceived in comparison to those offered by other manufacturers based on many factors, including price, quality, styling, reliability, safety, functionality, and corporate reputation. Our share also is affected by the timing and frequency of new model introductions. Our ability to satisfy changing consumer preferences with respect to type or size of vehicle, as well as design and performance characteristics, impacts our sales and earnings significantly.

ITEM 1. Business (Continued)

The profitability of our business is affected by many factors, including:

Wholesale unit volumes;

Margin of profit on each vehicle sold; which in turn is affected by many factors, including:

Mix of vehicles and options sold;

Costs of components and raw materials necessary for production of vehicles;

Level of "incentives" (e.g., price discounts) and other marketing costs;

Costs for customer warranty claims and additional service actions; and

Costs for safety, emission and fuel economy technology and equipment; and, as with other manufacturers,

A high proportion of relatively fixed costs, including labor costs, such that small changes in wholesale unit volumes can significantly affect overall profitability.

In addition, our industry continues to face a very competitive pricing environment, driven in part by industry excess capacity. For the past several decades, manufacturers typically have given price discounts and other marketing incentives to maintain market share and production levels. A discussion of our strategies to compete in this pricing environment is set forth in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview."

Competitive Position. The worldwide automotive industry consists of many producers, with no single dominant producer. Certain manufacturers, however, account for the major percentage of total sales within particular countries, especially their countries of origin. Detailed information regarding our competitive position in the principal markets where we compete may be found below as part of the overall discussion of the automotive industry in those markets.

Seasonality. We generally record the sale of a vehicle (and recognize sales proceeds in revenue) when it is produced and shipped or delivered to our customer (i.e., our dealer or distributor). See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview" for additional discussion of revenue recognition practices. We manage our vehicle production schedule based on a number of factors, including dealer stock levels (i.e., the number of units held in inventory by our dealers and distributors for sale to retail and fleet customers) and retail sales (i.e., units sold by our dealers and distributors to their customers at retail). We experience some fluctuation in the business of a seasonal nature. Generally, production in many markets is higher in the first half of the year to meet demand in the spring and summer, which are usually the strongest sales months of the year. Third quarter production is typically the lowest of the year, generally reflecting the annual two-week vacation shutdown of our manufacturing facilities during this quarter. As a result, operating results for the third quarter typically are less favorable than those of other quarters.

Raw Materials. We purchase a wide variety of raw materials for use in production of our vehicles from numerous suppliers around the world. These materials include non-ferrous metals (e.g., aluminum), precious metals (e.g., palladium), ferrous metals (e.g., steel and iron castings), energy (e.g., natural gas), and resins (e.g., polypropylene). We believe that we have adequate supplies or sources of availability of the raw materials necessary to meet our needs. However, there are always risks and uncertainties with respect to the supply of raw materials that could impact their availability in sufficient quantities to meet our needs. See "Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations – Overview" for a discussion of commodity and energy price trends, and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Commodity Price Risk" for a discussion of commodity price risks.

Backlog Orders. We generally produce and ship our products on average within approximately 20 days after an order is deemed to become firm. Therefore, no significant amount of backlog orders accumulates during any period.

Intellectual Property. We own or hold licenses to use numerous patents, copyrights and trademarks on a global basis. Our policy is to protect our competitive position by, among other methods, filing U.S. and international patent applications to protect technology and improvements that we consider important to the development of our business. We have generated a large number of patents related to the operation of our business, and expect this portfolio to continue to grow as we actively pursue additional technological innovation. We currently have approximately 14,400 active patents and pending patent applications globally, with an average age for patents in our active patent portfolio of just over 5 years. In addition to this intellectual property, we also rely on our proprietary knowledge and ongoing technological innovation to develop and maintain our competitive position. While we believe that these patents, patent applications, and know-how, in the aggregate, are important to the conduct of our business, and we obtain licenses to use certain intellectual property owned by others, none is individually considered material to our business. We also own numerous trademarks and service marks that contribute to the identity and recognition of our company and its products and services globally. Certain of these marks are integral to the conduct of our business, a loss of any of which could have a material adverse effect on our business.

ITEM 1. Business (Continued)

Warranty Coverage and Additional Service Actions. We presently provide warranties on vehicles we sell. Warranties are offered for specific periods of time and/or mileage, and vary depending upon the type of product, usage of the product and the geographic location of its sale. Types of warranty coverage offered include base coverage (e.g., "bumper-to-bumper" coverage in the United States on Ford-brand vehicles for 36 months or 36,000 miles, whichever occurs first), safety restraint coverage, and corrosion coverage. Beginning with 2007 model-year passenger cars and light trucks, Ford extended the powertrain warranty coverage offered on Ford, Lincoln and Mercury vehicles sold in the United States, Canada and select U.S. export markets (e.g., powertrain coverage for certain vehicles sold in the United States from three years or 36,000 miles to five years or 60,000 miles on Ford and Mercury brands and from four years or 50,000 miles to six years or 70,000 miles on the Lincoln brand). In compliance with regulatory requirements, we also provide emissions-defects and emissions-performance warranty coverage. Pursuant to these warranties, Ford will repair, replace, or adjust all parts on a vehicle that are defective in factory-supplied materials or workmanship during the specified warranty period.

In addition to the costs associated with the contractual warranty coverage provided on our vehicles, we also incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions.

Estimated warranty and additional service action costs for each vehicle sold by us are accrued for at the time of sale. Accruals for estimated warranty and additional service action costs are based on historical experience and subject to adjustment from time to time depending on actual experience. Warranty accrual adjustments required when actual warranty claim experience differs from our estimates may have a material impact on our results.

For additional information with respect to costs for warranty and additional service actions, see "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates" and Note 28 of the Notes to the Financial Statements.

United States

Sales Data. The following table shows U.S. industry sales of cars and trucks for the years indicated (in millions of units):

	U.S. Industry Sales*
	Years Ended December 31,
	2007		2006		2005		2004		2003

Cars		8.0		8.1		7.9		7.7		7.8
Trucks		8.5		9.0		9.6		9.6		9.2
Total		16.5		17.1		17.5		17.3		17.0

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*	Throughout this section, industry sales include sales of heavy trucks.

We classify cars by small, medium, large, and premium segments, and trucks by compact pickup, bus/van (including minivans), full-size pickup, sport utility vehicles, and medium/heavy segments. With the introduction of crossover utility vehicles ("CUVs"), however, the distinction between traditional cars and trucks has become more difficult to draw, and these vehicles are not consistently classified as either cars or trucks across vehicle manufacturers. In the tables above and below, we have classified CUVs (i.e., vehicles with sport utility features built on a car platform) as sport utility vehicles ("SUVs"). In addition, we have classified as "premium" all of our luxury cars, regardless of size; premium SUVs and CUVs are included in "trucks." Annually, we conduct a comprehensive review of many factors to determine the appropriate classification of vehicle segments and the vehicles within those segments, and this review occasionally results in a change of classification for certain vehicles.

ITEM 1. Business (Continued)

The following tables show the proportion of U.S. car and truck unit sales by segment for the industry (including domestic and foreign-based manufacturers) and Ford (including all of our brands sold in the United States) for the years indicated:

	U.S. Industry Vehicle Mix of Sales by Segment
	Years Ended December 31,
	2007			2006			2005			2004			2003
CARS
Small		20.4	%		19.8	%		17.9	%		16.9	%		17.3	%
Medium		13.0			12.3			12.3			13.1			14.4
Large		7.0			7.5			7.4			6.8			6.6
Premium		7.7			7.5			7.8			7.7			7.7
Total U.S. Industry Car Sales		48.1			47.1			45.4			44.5			46.0
TRUCKS
Compact Pickup		3.2	%		3.5	%		3.9	%		4.0	%		4.4	%
Bus/Van		6.6			7.8			8.1			8.5			8.2
Full-Size Pickup		13.5			13.3			14.6			14.7			14.0
SUV/CUV		26.6			25.2			25.6			26.1			25.7
Medium/Heavy		2.0			3.1			2.4			2.2			1.7
Total U.S. Industry Truck Sales		51.9			52.9			54.6			55.5			54.0
Total U.S. Industry Vehicle Sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

	Ford Vehicle Mix of Sales by Segment in U.S.
	Years Ended December 31,
	2007			2006			2005			2004			2003
CARS
Small		12.0	%		11.8	%		10.9	%		10.2	%		11.4	%
Medium		7.2			12.1			7.7			8.7			10.4
Large		7.8			7.7			8.3			5.0			4.8
Premium		5.9			6.4			6.3			7.1			7.5
Total Ford U.S. Car Sales		32.9			38.0			33.2			31.0			34.1
TRUCKS
Compact Pickup		2.8	%		3.2	%		3.8	%		4.7	%		6.0	%
Bus/Van		6.7			8.0			8.4			8.8			8.4
Full-Size Pickup		27.2			27.7			28.8			28.2			24.3
SUV/CUV		29.8			22.5			25.3			26.9			27.0
Medium/Heavy		0.6			0.6			0.5			0.4			0.2
Total Ford U.S. Truck Sales		67.1			62.0			66.8			69.0			65.9
Total Ford U.S. Vehicle Sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

As the tables above indicate, the shift from cars to trucks that began in the 1980's started to reverse in 2005. Prior to 2005, both industry and Ford's truck mix generally had been increasing, reflecting higher sales of traditional, truck-based SUVs and full-size pickups. In 2005 and 2006, however, overall industry as well as Ford's car mix trended higher, primarily due to increases in the small car segment. In 2007, contrary to industry trends, Ford's overall car mix decreased, reflecting reduced sales to daily rental companies. Gains in the SUV/CUV segment, largely explained by the strength of our new Ford Edge and Lincoln MKX CUVs, also contributed to this shift.

Market Share Data. The competitive environment in the United States has intensified and is expected to continue to intensify as Japanese and Korean manufacturers increase imports to the United States and production capacity in North America. Our principal competitors in the United States include General Motors Corporation ("General Motors"), Chrysler Corporation ("Chrysler"), Toyota Motor Corporation ("Toyota"), Honda Motor Company ("Honda"), and Nissan Motor Company ("Nissan"). The following tables show U.S. car and truck market share for Ford (including all of our brands sold in the United States), and for the other five leading vehicle manufacturers for the years indicated.

ITEM 1. Business (Continued)

The percentages in each of the following tables represent the percentage of the combined car and truck industry:

	U.S. Car Market Shares (a)
	Years Ended December 31,
	2007			2006			2005			2004			2003
Ford		5.1	%		6.4	%		6.1	%		6.1	%		6.9	%
General Motors		9.8			10.0			10.2			10.7			11.6
Chrysler		4.2			4.1			4.0			3.6			3.4
Toyota		9.2			8.6			7.4			6.3			6.0
Honda		5.3			4.9			4.8			4.9			4.9
Nissan		3.9			3.2			3.3			3.0			3.0
All Other (b)		10.6			9.9			9.6			9.9			10.2
Total U.S. Car Deliveries		48.1	%		47.1	%		45.4	%		44.5	%		46.0	%

	U.S. Truck Market Shares (a)
	Years Ended December 31,
	2007			2006			2005			2004			2003
Ford		10.5	%		10.7	%		12.1	%		13.2	%		13.6	%
General Motors		13.6			14.1			15.6			16.4			16.4
Chrysler		8.4			8.4			9.2			9.1			9.1
Toyota		6.7			6.3			5.6			5.6			5.0
Honda		4.1			3.9			3.6			3.2			3.1
Nissan		2.6			2.8			2.9			2.7			1.7
All Other (b)		6.0			6.7			5.6			5.3			5.1
Total U.S. Truck Deliveries		51.9	%		52.9	%		54.6	%		55.5	%		54.0	%

	U.S. Combined Car and Truck Market Shares (a)
	Years Ended December 31,
	2007			2006			2005			2004			2003
Ford		15.6	%		17.1	%		18.2	%		19.3	%		20.5	%
General Motors		23.4			24.1			25.8			27.1			28.0
Chrysler		12.6			12.5			13.2			12.7			12.5
Toyota		15.9			14.9			13.0			11.9			11.0
Honda		9.4			8.8			8.4			8.1			8.0
Nissan		6.5			6.0			6.2			5.7			4.7
All Other (b)		16.6			16.6			15.2			15.2			15.3
Total U.S. Car and Truck Deliveries		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

__________

(a)	All U.S. sales data are based on publicly available information from the media and trade publications.

(b)	"All Other" includes primarily companies based in Korea, other Japanese manufacturers and various European manufacturers, and, with respect to the U.S. Truck Market Shares table and U.S. Combined Car and Truck Market Shares table, includes heavy truck manufacturers.

Our decline in overall market share is primarily the result of several factors, including increased competition, an industry shift away from our traditionally stronger segments (e.g., traditional SUVs and full-size pickups), reduced vehicle sales to daily rental companies, and the discontinuation of a number of our vehicle lines over the last several years.

Fleet Sales. The sales data and market share information provided above include both retail and fleet sales. Fleet sales include sales to daily rental car companies, commercial fleet customers, leasing companies and governments. The table below shows our fleet sales (including all brands) in the United States, and the amount of those sales as a percentage of our total U.S. car and truck sales for the last five years (in thousands):

	Ford Fleet Sales
	Years Ended December 31,
	2007			2006			2005			2004			2003
Daily Rental Units		311			453			450			429			444
Commercial and Other Units		275			287			263			248			227
Government Units		158			162			141			133			124
Total Fleet Units		744			902			854			810			795
Percent of Ford's total U.S. car and truck sales		29	%		31	%		27	%		24	%		23	%

Lower fleet sales in 2007 primarily reflected planned reductions in sales to daily rental car companies, and elimination of the former Ford Taurus sedan and Freestar minivan. The decrease in commercial fleet sales reflected lower industry volume. We continue to maintain a leadership position in both sales and market share for government fleet sales. We expect total fleet sales to decline slightly in 2008, primarily reflecting the continuation of our strategy to reduce sales to daily rental car companies.

ITEM 1. Business (Continued)

Europe

Market Share Information. Outside of the United States, Europe is our largest market for the sale of cars and trucks. The automotive industry in Europe is intensely competitive. Our principal competitors in Europe include General Motors, Volkswagen A.G. Group, PSA Group, Renault Group, and Fiat SpA. For the past 10 years, the top six manufacturers have collectively held between 70% and 76% of the total market. This competitive environment is expected to intensify further as Japanese and Korean manufacturers increase their production capacity in Europe, and as other manufacturers of premium brands (e.g., BMW, Mercedes Benz and Audi) continue to broaden their product offerings.

For purposes of this discussion, 2007 market data are based on estimated registrations currently available; percentage change is measured from actual 2006 registrations. We track industry sales in Europe for the following 19 markets: Britain, Germany, France, Italy, Spain, Austria, Belgium, Ireland, Netherlands, Portugal, Switzerland, Finland, Sweden, Denmark, Norway, Czech Republic, Greece, Hungary and Poland. In 2007, vehicle manufacturers sold approximately 18 million cars and trucks in the 19 markets we track in Europe, up 1.3% from 2006 levels. Ford's combined car and truck market share in Europe (including all of our brands sold in Europe) in 2007 was 10.9% (up 0.2 percentage points from 2006).

Britain and Germany are our highest-volume markets within Europe. Any change in the British or German market has a significant effect on our total European automotive profits. For 2007 compared with 2006, total industry sales were up 2.5% in Britain, and down 7.7% in Germany. Our combined car and truck market share in these markets (including all of our brands sold in these markets) in 2007 was 19.5% in Britain (down 0.3 percentage points from the previous year), and 8.0% in Germany (down 0.2 percentage points from the previous year).

Although not included in the primary 19 markets above, several additional markets the region contribute to our Ford Europe segment results. Ford's share of the Turkish market decreased by 0.4 percentage points to 16.7% – nonetheless, the sixth year in a row that the Ford brand has led the market in sales in Turkey. We also are experiencing strong sales in Russia, where sales of Ford-brand vehicles increased approximately 50% to about 175,800 units in 2007.

Motor Vehicle Distribution in Europe. On October 1, 2002, the Commission of the European Union ("Commission") adopted a new regulation that changed the way motor vehicles are sold and repaired throughout the European Community (the "Block Exemption Regulation"). Under the Block Exemption Regulation, manufacturers had the choice to either operate an "exclusive" distribution system with exclusive dealer sales territories, but with the possibility of sales to any reseller (e.g., supermarket chains, internet agencies and other resellers not authorized by the manufacturer), who in turn could sell to end customers both within and outside of the dealer’s exclusive sales territory, or a "selective" distribution system. These rules make it easier for a dealer to display and sell multiple brands in one store without the need to maintain separate facilities.

We, as well as the vast majority of the other automotive manufacturers, have elected to establish a "selective" distribution system, allowing us to restrict the dealer’s ability to sell our vehicles to unauthorized resellers. Within this regulation, the Commission also has adopted sweeping changes to the repair industry, and while a manufacturer may continue to require the use of its parts in warranty and recall work, repair facilities may use parts made by others that are of comparable quality for all other repair work. We have negotiated and implemented Dealer, Authorized Repairer and Spare Part Supply contracts on a country-by-country level and, therefore, the Block Exemption Regulation applies with respect to all of our dealers.

With these rules, the Commission intended to increase competition and narrow price differences from country to country. The Block Exemption Regulation has contributed and continues to contribute to an increasingly competitive market for vehicles and parts and ongoing price convergence. This has contributed to an increase in marketing expenses, thus negatively affecting the profitability of our Ford Europe and PAG segments. We anticipate that this trend may continue as dealers and parts suppliers become increasingly organized and established. The current Block Exemption Regulation expires on May 31, 2010.

ITEM 1. Business (Continued)

Other Markets

Canada and Mexico. Canada and Mexico also are important markets for us. In Canada, industry sales of new cars and trucks in 2007 were approximately 1.69 million units, up 1.5% from 2006 levels. Industry sales of new cars and trucks in Mexico for 2007 were approximately 1.1 million units, down 2.8% from 2006. Our combined car and truck market share (including all of our brands sold in these markets) in 2007 was 14.0% in Canada (down 0.6 percentage points from the previous year), and 13.7% in Mexico (down 2.2 percentage points from the previous year).

South America. Brazil, Argentina and Venezuela are our principal markets in South America. Industry sales in 2007 were approximately 2.5 million units in Brazil (up 27.8% from 2006), approximately 557,000 units in Argentina (up 26.8% from 2006), and approximately 492,000 units in Venezuela (up 46.6% from 2006). Our combined car and truck share in these markets was 10.8% in Brazil (down 0.6 percentage points from 2006), 13.7% in Argentina (down 0.9 percentage points from 2006), and 15.2% in Venezuela (down 3.2 percentage points from 2006).

Asia Pacific. Australia, China, India, South Africa, and Taiwan are our principal markets in this region. Industry sales in 2007 were approximately 1.1 million units in Australia (up 9% from 2006), approximately 9.1 million units in China (up 24% from 2006), approximately 2 million units in India (up 13% from 2006), approximately 600,000 units in South Africa (down 5% from 2006), and approximately 300,000 units in Taiwan (down 11% from 2006). Our combined car and truck share in these markets (including sales of all of our brands, and market share for certain unconsolidated affiliates particularly in China) was 11.2% in Australia (down 1.6 percentage points from 2006), 2.4% in China (up 0.1 percentage points from 2006), 1.9% in India (down 0.5 percentage points from 2006), 12.4% in South Africa (down 0.4 percentage points from 2006) and 15.3% in Taiwan (down 1.8 percentage points from 2006). Our principal competition in the Asia Pacific region has been the Japanese manufacturers. We anticipate that the ongoing relaxation of import restrictions (including duty reductions) will continue to intensify competition in the region. We have an ownership interest in Mazda Motor Corporation ("Mazda") of approximately 33.4%, and account for Mazda on an equity basis.

We are in the process of significantly increasing our presence in China, with more investment in manufacturing capacity, introduction of new products and expansion of distribution channels. Our joint venture, Changan Ford Mazda Automobile Corporation, Ltd. ("CFMA"), located in Chongqing, began producing Ford vehicles in 2003. CFMA's Chongqing plant has production capacity of about 250,000 units per year. We opened a second assembly plant and a new engine plant located in Nanjing in 2007, with initial capacity of about 160,000 units annually, boosting our total annual passenger car production capacity in China to more than 410,000 vehicles. In addition, our Jiangling Motors Corporation, Ltd. joint venture has operations in Nanchang and assembles light commercial vehicles for distribution in China. We continue to operate a purchasing office in China to procure components for operations outside of China. For additional discussion of our joint ventures, see "Item 2. Properties."

ITEM 1. Business (Continued)

FINANCIAL SERVICES SECTOR

Ford Motor Credit Company LLC

Ford Motor Credit Company LLC ("Ford Credit") offers a wide variety of automotive financing products to and through automotive dealers throughout the world. The predominant share of Ford Credit’s business consists of financing our vehicles and supporting our dealers. Ford Credit’s primary financing products fall into the following three categories:

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Retail financing. Purchasing retail installment sale contracts and retail lease contracts from dealers, and offering financing to commercial customers – primarily vehicle leasing companies and fleet purchasers – to purchase or lease vehicle fleets;

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Wholesale financing. Making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing; and

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Other financing. Making loans to dealers for working capital, improvements to dealership facilities, and to purchase or finance dealership real estate.

Ford Credit also services the finance receivables and leases that it originates and purchases, makes loans to our affiliates, purchases certain receivables from us and our subsidiaries, and provides insurance services related to its financing programs. Ford Credit’s revenues are earned primarily from payments made under retail installment sale contracts and retail leases (including interest supplements and other support payments it receives from us on special rate financing programs), and from payments made under wholesale and other dealer loan financing programs.

Ford Credit does business in all states in the United States and in all provinces in Canada through automotive dealer financing branches and regional business centers. Outside of the United States, FCE Bank plc ("FCE") is Ford Credit’s largest operation. FCE's primary business is to support the sale of our vehicles in Europe through our dealer network. FCE offers a variety of retail, leasing and wholesale finance plans in most countries in which it operates; FCE does business in the United Kingdom, Germany and most other European countries. Ford Credit, through its subsidiaries, also operates in the Asia Pacific and Latin American regions. In addition, FCE, through its Worldwide Trade Financing division, provides financing to dealers in countries where typically we have no established local presence.

Ford Credit's share of retail financing for new Ford, Lincoln and Mercury brand vehicles sold by dealers in the United States and new Ford brand vehicles sold by dealers in Europe, as well as Ford Credit's share of wholesale financing for new Ford, Lincoln and Mercury brand vehicles acquired by dealers in the United States (excluding fleet) and of new Ford brand vehicles acquired by dealers in Europe, were as follows during the last three years:

	Years Ended December 31,
	2007			2006			2005
United States
Financing share – Ford, Lincoln and Mercury
Retail installment and lease		38	%		44	%		37	%
Wholesale		78			80			81
Europe
Financing share – Ford
Retail installment and lease		26	%		27	%		28	%
Wholesale		96			95			96

The decrease in Ford Credit's retail financing share in the United States in 2007 compared with 2006 primarily reflected changes in our marketing programs that resulted in a reduced use of special-rate financing through Ford Credit. For a detailed discussion of Ford Credit's receivables, credit losses, allowance for credit losses, loss-to-receivables ratios, funding sources and funding strategies, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." For a discussion of how Ford Credit manages its financial market risks, see "Item 7A. Quantitative and Qualitative Disclosures about Market Risk."

ITEM 1. Business (Continued)

We routinely sponsor special-rate financing programs available only through Ford Credit. Pursuant to these programs, we make interest supplement or other support payments to Ford Credit. These programs increase Ford Credit's financing volume and share of financing sales of our vehicles. See Note 1 of the Notes to the Financial Statements and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview" for more information about these support payments.

We have in place a profit maintenance agreement with Ford Credit that requires us to maintain consolidated income before income taxes and net income at specified minimum levels. In addition, Ford Credit has an agreement to maintain a minimum control interest in FCE and to maintain FCE’s net worth above a minimum level. No payments were made pursuant to either of these agreements during the 2005 through 2007 periods.

GOVERNMENTAL STANDARDS

Many governmental standards and regulations relating to safety, fuel economy, emissions control, noise control, vehicle recycling, substances of concern, vehicle damage, and theft prevention are applicable to new motor vehicles, engines, and equipment manufactured for sale in the United States, Europe and elsewhere. In addition, manufacturing and other automotive assembly facilities in the United States, Europe and elsewhere are subject to stringent standards regulating air emissions, water discharges, and the handling and disposal of hazardous substances.

Mobile Source Emissions Control

U.S. Requirements – Federal Emissions Standards. The federal Clean Air Act imposes stringent limits on the amount of regulated pollutants that lawfully may be emitted by new motor vehicles and engines produced for sale in the United States. The current ("Tier 2") emissions regulations promulgated by the U.S. Environmental Protection Agency ("EPA") set standards for cars and light trucks that grow increasingly more stringent through the 2009 model year. The Tier 2 emissions standards also extend durability requirements for emissions components to 120,000 or 150,000 miles (depending on the specific standards to which the vehicle is certified). These standards present compliance challenges and make it more costly and difficult to utilize light-duty diesel technology, which in turn restricts our ability to improve fuel economy for purposes of satisfying Corporate Average Fuel Economy ("CAFE") standards.

The EPA also has promulgated new standards and requirements for EPA-defined "heavy-duty" vehicles and engines (those vehicles with 8,500-14,000 pounds gross vehicle weight) that went into effect for the 2007 model year for diesel engines and the 2008 model year for gasoline engines. These standards and requirements include more stringent evaporative hydrocarbon standards for gasoline vehicles, and more stringent exhaust emission standards for all vehicles. In order to meet the new diesel standards, manufacturers must employ new after-treatment technologies, such as diesel particulate filters, which require periodic customer maintenance. These technologies add significant cost to the emissions control system, and present potential issues associated with consumer acceptance. The EPA and manufacturers are engaged in discussions over the vehicle technologies for maintenance and emissions control and the warning systems that will be used to alert motorists to the need for maintenance to these systems.

U.S. Requirements – California and Other State Emissions Standards. Pursuant to the Clean Air Act, California may seek a waiver from the EPA to establish unique emissions control standards; each new or modified proposal requires a new waiver of preemption from the EPA. California has received a waiver from the EPA to establish its own unique emissions control standards for certain regulated pollutants. New vehicles and engines sold in California must be certified by the California Air Resources Board ("CARB"). CARB's current "LEV II" emissions standards treat most light-duty trucks the same as passenger cars, and require both types of vehicles to meet stringent new emissions requirements. Like the EPA's Tier 2 emissions standards, CARB's LEV II vehicle emissions standards also present a difficult engineering challenge, and impose even greater barriers to the use of light-duty diesel technology. CARB is expected to promulgate increasingly more stringent standards in the next several years.

In 2004, CARB enacted standards limiting emissions of "greenhouse" gases (e.g., carbon dioxide) from new motor vehicles. CARB asserts that its vehicle emissions regulations provide authority for it to adopt such standards. Vehicle manufacturers are seeking through federal litigation to invalidate these regulations on the grounds that greenhouse gas standards are functionally equivalent to fuel economy standards and thus preempted by the federal fuel economy law and/or the federal Clean Air Act. Issues associated with greenhouse gas regulation are discussed more fully in the "Motor Vehicle Fuel Economy" section below.

ITEM 1. Business (Continued)

Since 1990, the California program has included requirements for manufacturers to produce and deliver for sale zero-emission vehicles ("ZEVs"), which emit no regulated pollutants. Typically, the only vehicles capable of meeting these requirements are battery-powered vehicles, which have had narrow consumer appeal due to their limited range, reduced functionality, and high cost.

The ZEV mandate initially required that a specified percentage of each manufacturer's vehicles produced for sale in California be ZEVs. Over time, the regulations were modified to reflect the fact that the development of battery-electric technology progressed at a slower pace than anticipated by CARB. In 2003, CARB adopted amendments to the ZEV mandate that shifted the near-term focus of the regulation away from battery-electric vehicles to advanced-technology vehicles (e.g., hybrid electric vehicles or natural gas vehicles) with extremely low tailpipe emissions. The rules also give some credit for so-called "partial zero-emission vehicles" ("PZEVs"), which can be internal combustion engine vehicles certified to very low tailpipe emissions and zero evaporative emissions. In addition, the rules provide a compliance path pursuant to which the auto industry would need to produce specified numbers of zero-emission fuel cell vehicles. In the aggregate, the rules call for production by the industry of 250 zero-emission fuel cell vehicles by the 2008 model year, 2,500 more in the 2009-2011 model-year period, and 25,000 more in the 2012-2014 model-year period.

Although the 2003 amendments appear to reflect a recognition by CARB that battery-electric vehicles do not currently have the potential to achieve widespread consumer acceptance, the rules still require manufacturers to produce a substantial number of either battery-electric or fuel cell vehicles in the 2012 model year and beyond. There are substantial questions about the feasibility of producing the required number of zero-emission fuel cell vehicles, due to the substantial engineering challenges and high costs associated with this technology. It is also doubtful whether the market will support the number of required ZEVs. Due to the engineering challenges, the high cost of the technology, infrastructure needs, and other issues, it does not appear that mass production of fuel cell vehicles will be commercially feasible for years to come.

In accordance with CARB's ZEV regulations, a panel of independent experts undertook a review of the feasibility of the ZEV requirements and issued its findings in 2007. The panel found that both battery-electric and fuel cell vehicles will be in a pre-commercial stage through 2015, and that they are not likely to be produced in large volumes in that time frame due to issues of technology and cost. In response to the panel's findings, CARB has issued a new set of proposed amendments to the ZEV mandate. The proposal is complex, but it would have the effect of reducing the number of battery-electric or fuel cell vehicles necessary for compliance, while putting a new emphasis on plug-in hybrids (i.e., hybrid vehicles capable of short trips on battery-electric power alone) and hydrogen internal combustion engine vehicles. CARB currently plans to hold a hearing in March 2008 to finalize revisions to the ZEV mandate. Compliance with the ZEV mandate may eventually require costly actions that would have a substantial adverse effect on our sales volume and profits. For example, we could be required to curtail the sale of non-ZEVs or offer to sell ZEVs, advanced-technology vehicles, and PZEVs well below cost in order to comply.

The Clean Air Act permits other states that do not meet national ambient air quality standards to adopt California's motor vehicle emissions standards no later than two years before the affected model year. In addition to California, twelve states, primarily located in the Northeast and Northwest, have adopted the California standards (including California's greenhouse gas provisions). Ten of these states also adopted the ZEV requirements. These twelve states, together with California, account for more than 30% of Ford's current light-duty vehicle sales volume in the United States. More states are in the process of adopting or considering adoption of the California standards. Unfortunately, there are problems inherent in transferring California standards to other states, including the following: 1) managing fleet average emissions standards and ZEV mandate requirements on a state-by-state basis presents a major challenge to automobile company distribution systems; 2) market acceptance of some ZEVs varies from state to state, depending on weather and other factors; and 3) the states adopting the California program have not adopted California's clean fuel regulations, which may impair the ability of vehicles in other states to meet California's in-use standards.

U.S. Requirements – Warranty, Recall, and On-Board Diagnostics. The Clean Air Act permits the EPA and CARB to require manufacturers to recall and repair non-conforming vehicles (which may be identified by testing or analysis done by the manufacturer, the EPA or CARB), and we may voluntarily stop shipment of or recall non-conforming vehicles. The costs of related repairs or inspections associated with such recalls, or a stop-shipment order, could be substantial. In December 2007 CARB finalized a new set of regulations governing warranty reporting and field actions. The new rules provide for mandatory remedial action (typically either recall or an extended warranty) if warranty claims and failure rates on emissions-related components reach specified thresholds, even if the vehicles in the field continue to comply with all applicable emissions standards. CARB's decision to disconnect field action decisions from the emissions performance of

the vehicles is unprecedented, and is likely to lead to an increase in the number and cost of field actions relating to emissions-related components. Various industry entities submitted comments during the rulemaking process questioning the statutory authority for these new rules. In January 2008, an aftermarket trade association initiated litigation seeking to overturn certain aspects of the new regulations. It is possible that other challenges will follow.

ITEM 1. Business (Continued)

Both CARB and the EPA also have adopted on-board diagnostic ("OBD") regulations, which require a vehicle to monitor its emissions control system and notify the vehicle operator (via the "check engine" light) of any malfunction. These regulations have become extremely complicated, and creation of a compliant system requires substantial engineering resources. CARB's OBD rules for vehicles under 14,000 pounds gross vehicle weight include a variety of requirements that phase in between the 2006 and 2010 model years. CARB also has adopted engine manufacturer diagnostic requirements for heavy-duty gasoline and diesel engines that apply to the 2007 to 2009 model years, and additional OBD requirements for vehicles over 14,000 pounds gross vehicle weight in model years 2010 and beyond. The EPA's OBD rules are generally less stringent than CARB's, so manufacturers typically design for compliance with CARB's requirements in order to avoid designing two systems. The complexity of the OBD requirements and the difficulties of meeting all of the monitoring conditions and thresholds make OBD approval one of the most challenging aspects of certifying vehicles for emissions compliance. CARB regulations provide for automatic recalls of vehicles that fail to comply with specified OBD requirements. In addition, many other states have implemented OBD tests as part of their inspection and maintenance programs. Failure of in-service compliance tests could lead to vehicle recalls with substantial costs for related inspections or repairs.

European Requirements. European Union ("EU") directives and related legislation limit the amount of regulated pollutants that may be emitted by new motor vehicles and engines sold in the EU. Stringent new emissions standards ("Stage IV Standards") were applied to new passenger car certifications beginning January 1, 2005, and to new passenger car registrations beginning January 1, 2006. The comparable light commercial truck Stage III Standards and Stage IV Standards went into effect for new certifications beginning January 1, 2006, and for new registrations beginning January 1, 2007. This directive on emissions also introduced OBD requirements, more stringent evaporative emissions requirements, and in-service compliance testing and recall provisions for emissions-related defects that occur in the first five years or 80,000 kilometers of vehicle life (extended to 100,000 kilometers in 2005). Failure of in-service compliance tests could lead to vehicle recalls with substantial costs for related inspections or repairs. The Stage IV Standards for diesel engines have proven technologically difficult and precluded manufacturers from offering some products in time to be eligible for certain government incentive programs.

The EU commenced a program in 2004 to determine the specifics for further changes to vehicle emissions standards, and in 2007 the European Commission published a proposed law for Stage V/VI emissions. The law would further restrict the amount of particulate and nitrogen oxide emissions allowed from diesel engines, and tighten some regulations for gasoline engines. Stage V emissions requirements will be introduced beginning in September 2009, and Stage VI requirements will apply beginning in September 2014. Both Stages V and VI will require the deployment of particulate trap technology, and Stage VI will require additional after-treatment for nitrogen oxides. These technology requirements will add cost and further erode the fuel economy cost/benefit advantage of diesel vehicles.

Other National Requirements. Many countries, in an effort to address air quality concerns, are adopting previous versions of European or United Nations Economic Commission for Europe mobile source emissions regulations. Some countries have adopted more advanced regulations based on the most recent version of European or U.S. regulations; for example, China has adopted the most recent European standards to be implemented in the 2008-2010 timeframe. Korea and Taiwan have adopted very stringent U.S.-based standards for gasoline vehicles, and European-based standards for diesel vehicles. Because fleet average requirements do not apply, some vehicle emissions control systems may have to be redesigned to meet the requirements in these markets. Furthermore, not all of these countries have adopted appropriate fuel quality standards to accompany the stringent emissions standards adopted. This could lead to compliance problems, particularly if OBD or in-use surveillance requirements are implemented. Japan has unique standards and test procedures, and is considering more stringent standards for implementation in 2009. This may require unique emissions control systems be designed for the Japanese market. Canadian criteria emissions regulations are aligned with U.S. federal Tier 2 requirements.

ITEM 1. Business (Continued)

Stationary Source Emissions Control

U.S. Requirements. In the United States, the federal Clean Air Act also requires the EPA to identify "hazardous air pollutants" from various industries and promulgate rules restricting their emission. The EPA has issued final rules for a variety of industrial categories, several of which would further regulate emissions from our U.S. operations, including engine testing, automobile surface coating, and iron casting. These technology-based standards require some of our facilities to reduce their air emissions significantly. Additional programs under the Clean Air Act, including Compliance Assurance Monitoring and periodic monitoring, could require our facilities to install additional emission monitoring equipment. The cost of complying with these requirements could be substantial.

The Clean Air Act also requires the EPA to periodically review and update its National Ambient Air Quality Standards ("NAAQS"), and to designate whether counties or other local areas are in compliance with the new standards. If an area or county does not meet the new standards ("non-attainment areas"), the state must revise its implementation plans to achieve attainment. In 2006, the EPA issued a final rule revising the NAAQS for particulate matter. For fine particulate matter (i.e., particles 2.5 micrometers in diameter or less), the EPA has issued a new standard that is considerably more stringent than its predecessor. The EPA estimates that the new standard will put approximately 124 counties into non-attainment status for fine particulate matter. With respect to coarse particulate matter (i.e., particles between 2.5 and 10 micrometers in diameter), the EPA has retained the existing standard after considering an alternative program that would have focused on urban and industrial sources.

Various parties have filed petitions for review of the final particulate-matter rules in the United States Court of Appeals for the District of Columbia Circuit, in most cases seeking more stringent standards that would create even more new non-attainment areas. The Alliance of Automobile Manufacturers (an industry trade group made up of nine leading automotive manufacturers including BMW Group, Chrysler, Ford, General Motors, Mazda, Mitsubishi Motors, Porsche, Toyota and Volkswagen (the "Alliance")) has intervened to oppose further changes to the EPA's final rule. Even under the final rule as issued, the new non-attainment areas will need to revise their implementation plans to require additional emissions control equipment and impose more stringent permit requirements on facilities in those areas. The cost of complying with these requirements could be substantial. The EPA is currently in the process of considering revisions to the ozone NAAQS that could have significant implications for both stationary and mobile emissions sources.

European Requirements. In Europe, environmental legislation is driven by EU law, in most cases in the form of EU directives that must be converted into national legislation. All of our European plants are located in the EU region, with the exception of one in St. Petersburg, Russia. One of the core EU directives is the Directive on Integrated Pollution Prevention Control ("IPPC"). The IPPC regulates the permit process for facilities, and thus the allowed emissions from these facilities. As in the United States, engine testing, surface coating, casting operations, and boiler houses all fall under this regime. The Solvent Emission Directive which came into effect in October 2007 primarily affects vehicle manufacturing plants, which must upgrade their paint shops to meet the new requirements. The cost of complying with these requirements could be substantial.

Periodic emission reporting also is required of EU Member States, in most cases defined in the permits of the facility. The Release and Transfer Register requires more reporting regarding emissions into air, water and soil than its precursor. The information required by these reporting systems is publicly available on the Internet.

Motor Vehicle Safety

U.S. Requirements. The National Traffic and Motor Vehicle Safety Act of 1966 (the "Safety Act") regulates motor vehicles and motor vehicle equipment in the United States in two primary ways. First, the Safety Act prohibits the sale in the United States of any new vehicle or equipment that does not conform to applicable motor vehicle safety standards established by the National Highway Traffic Safety Administration ("NHTSA"). Meeting or exceeding many safety standards is costly, in part because the standards tend to conflict with the need to reduce vehicle weight in order to meet emissions and fuel economy standards. Second, the Safety Act requires that defects related to motor vehicle safety be remedied through safety recall campaigns. A manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard. Should we or NHTSA determine that either a safety defect or a noncompliance exists with respect to any of our vehicles, the cost of such recall campaigns could be substantial. As of January 22, 2008, there were pending before NHTSA four investigations relating to alleged safety defects or potential compliance issues in our vehicles.

ITEM 1. Business (Continued)

The Safe, Accountable, Flexible, and Efficient Transportation Equity Act: A Legacy for Users ("SAFETEA-LU") was signed into law in 2005. SAFETEA-LU establishes a number of substantive, safety-related rulemaking mandates for NHTSA that can be expected to result in new regulations and product content requirements.

The Transportation Recall Enhancement, Accountability, and Documentation Act (the "TREAD Act") was signed into law in November 2000. The TREAD Act required NHTSA to establish several regulations, including reporting requirements for motor vehicle manufacturers on foreign recalls and certain information received by the manufacturer that may assist the agency in the early identification of safety defects. Various groups have challenged the categorical determination by NHTSA that certain areas of data, including warranty claim information, field reports, and consumer complaint information, were granted a presumption of confidentiality under the TREAD Act early warning reporting requirements. Since that time, the United States District Court for the District of Columbia has ruled that, while NHTSA had the authority to make these categorical determinations, it did not provide adequate public notice and opportunity to comment in so doing. NHTSA addressed this issue in a final rule published on October 18, 2007 that re-established class distinctions. However, the pending litigation may yet result in the eventual publication of information (such as death and injury accident information) that manufacturers have been submitting to NHTSA under the TREAD Act's early warning reporting rules.

Foreign Requirements. Canada, the EU, individual member countries within the EU, and other countries in Europe, South America and the Asia Pacific markets also have safety standards applicable to motor vehicles, and are likely to adopt additional or more stringent standards in the future. Recent examples of such legislation include an increase in the scope of existing pedestrian protection legislation, and the introduction of a requirement that all vehicles include mandatory dedicated daytime running lamps. As previously reported, the European Automobile Manufacturers Association (also known in Europe as "ACEA"), of which Ford is a member, made voluntary commitments in 2001 and 2006 to introduce a range of safety measures to improve pedestrian protection, and to increase the deployment of seatbelt reminder systems and electronic stability control systems.

Motor Vehicle Fuel Economy

Ford's ability to comply with CAFE or greenhouse gas emissions standards depends heavily on the alignment of those standards with actual consumer demand, as well as adequate lead time to make the necessary product changes. Ford has plans to increase the fuel economy of its vehicles through the deployment of various fuel-saving technologies, some of which have been announced publicly, and through a shift in its fleet mix toward smaller and lighter vehicles. Even given these plans, there are limits on Ford's ability to achieve required fuel economy increases in its vehicles in a given time frame. These limits relate to the costs and effectiveness of the available technologies; consumer acceptance of the new technologies and of changes in fleet mix; the willingness of consumers to absorb the additional costs of new technologies; the appropriateness (or lack thereof) of certain technologies for use in particular vehicles; and the human and engineering resources necessary to deploy new technologies across a wide range of products and powertrains in a short time. If consumers continue to demand vehicles that are relatively large, have high performance, and/or are feature-laden, while regulatory standards require the production of vehicles that are smaller and more economical, the mismatch of supply and demand would have an adverse effect on both regulatory compliance and our profitability. Moreover, if regulatory requirements call for rapid, substantial increases in fleet average fuel economy (or decreases in fleet average greenhouse gas emissions), we may not have adequate resources and time to make major product changes across most or all of our vehicle fleet (assuming the necessary technology can be developed).

U.S. Requirements – Federal Standards. Federal law requires that vehicles meet minimum corporate average fuel economy standards set by NHTSA. A manufacturer is subject to potentially substantial civil penalties if it fails to meet the CAFE standard in any model year, after taking into account all available credits for the preceding three model years and expected credits for the three succeeding model years.

Federal law established a passenger car CAFE standard of 27.5 miles per gallon for 1985 and later model years. By rule, NHTSA has set light-truck CAFE standards of 21.6 miles per gallon for model year 2006, and 22.2 miles per gallon for model year 2007. In 2006, NHTSA issued a final rule changing the structure of the light-truck fuel economy standards for model year 2008 and beyond. The final rule employs a new "reformed" approach to fuel economy standards in which each manufacturer's CAFE obligation is based on the specific mix of vehicles it sells. A manufacturer's light truck CAFE is now calculated on a basis that relates fuel economy targets to vehicle size. These fuel economy targets become

increasingly stringent with each new model year. In model year 2011 and beyond, the truck CAFE standards will apply for the first time to certain classes of heavier passenger vehicles (SUVs and passenger vans with a gross vehicle weight between 8,500 and 10,000 pounds, or with a gross vehicle weight below 8,500 pounds and a curb weight above 6,000 pounds).

ITEM 1. Business (Continued)

A number of groups filed petitions seeking judicial review of the 2006 light truck rule. These petitions for review were consolidated into one case in the United States Court of Appeals for the Ninth Circuit. In November 2007, the Ninth Circuit found some aspects of EPA’s light truck CAFE rules to be arbitrary and capricious and remanded the rules back to NHTSA for expedited rulemaking. Among the defects in NHTSA's rulemaking, according to the Court, were NHTSA's failure to prepare an environmental impact statement; NHTSA's decision to exclude certain trucks from CAFE standards; NHTSA's inclusion of certain vehicles in the truck fleet rather than the car fleet; and NHTSA's methodology for conducting its cost-benefit analysis of the standards. The remand may lead to revisions that increase the effective stringency of the rules, probably beginning with the 2011 model year. However, NHTSA's new CAFE rules will also be affected by the CAFE provisions of the new energy legislation discussed below, which may supersede some parts of the Ninth Circuit decision.

In December 2007, Congress enacted new energy legislation restructuring the CAFE program and requiring NHTSA to set new CAFE standards beginning with the 2011 model year. The key features of the bill are as follows: 1) it maintains the current distinction between cars and trucks; 2) it requires NHTSA to set "reformed" CAFE standards for cars along the lines of the reformed truck standards described above; 3) it calls for NHTSA to set car and truck standards such that the combined fleet of cars and trucks in the U.S. achieves a 35 mile per gallon fleet average by model year 2020; 4) it allows manufacturers to trade credits among their CAFE fleets; and 5) it retains CAFE credits for the manufacture of flexible-fuel vehicles, but phases them out by model year 2020. Domestic passenger cars also are subject to a minimum fleet average of the greater of 27.5 miles per gallon or 92% of NHTSA's projected fleet average fuel economy for domestic and imported passenger cars for that model year. In early 2008, NHTSA is expected to issue a proposed rule setting light truck CAFE standards for model year 2012 and beyond, based on the provisions of the new law. A proposed rule setting new car CAFE standards is expected to follow.

Pressure to increase CAFE standards stems in part from concerns about the impact of carbon dioxide and other greenhouse gas emissions on the global climate. In 1999, a petition was filed with the EPA requesting that it regulate carbon dioxide emissions from motor vehicles under the Clean Air Act. This is functionally equivalent to imposing fuel economy standards, since the amount of carbon dioxide emitted by a vehicle is directly proportional to the amount of fuel consumed. The petitioners later filed suit in an effort to compel a formal response from the EPA. In August 2003, the EPA denied the petition on the grounds that the Clean Air Act does not authorize the EPA to regulate greenhouse gas emissions, and only NHTSA is authorized to regulate fuel economy under the CAFE law. A number of states, cities, and environmental groups filed for review of the EPA's decision in the U.S. Court of Appeals for the District of Columbia Circuit. A coalition of states and industry trade groups, including the Alliance, intervened in support of the EPA's decision. In July 2005, the Court held that the EPA had exercised reasonable discretion in determining not to regulate carbon dioxide as a pollutant.

The matter was appealed, and in April 2007 the U.S. Supreme Court ruled that greenhouse gases constitute "air pollutants" subject to regulation pursuant to the Clean Air Act. The ruling did not specifically require the EPA to regulate greenhouse gases; rather, it directed the EPA to either issue an "endangerment" finding pursuant to the Clean Air Act (that greenhouse gases endanger public health or welfare), or explain why it could not or would not do so. In the wake of this ruling, the Bush Administration announced its intention to promulgate new federal rules regulating greenhouse gas emissions from motor vehicles. President Bush signed an Executive Order directing the Department of Transportation, the Department of Energy, and the EPA to cooperate in this effort. This may lead to a new federal program for regulating greenhouse gases from new motor vehicles in addition to the existing CAFE program, which already constrains vehicle greenhouse gases emissions by setting standards for fleet average fuel economy. The stringency of such a program may depend, at least in part, on the specific conclusions reached by the EPA in its endangerment analysis. If such a new federal program were adopted, its impact on us would depend upon the structure of the program and the nature of the standards. Potentially, such a program could have effects similar to a significant increase in CAFE standards. The EPA is reportedly reevaluating its plans for federal greenhouse gas rules in light of the passage of the new energy legislation described above.

ITEM 1. Business (Continued)

U.S. Requirements – California and Other State Standards. In July 2002, California enacted Assembly Bill 1493 ("AB 1493"), a law mandating that CARB promulgate greenhouse gas standards for light-duty vehicles beginning with model year 2009. In September 2004, CARB adopted California greenhouse gas emissions regulations applicable to 2009-2016 model-year cars and trucks, effectively imposing more stringent fuel economy standards than those set by NHTSA. These regulations impose standards that are equivalent to a CAFE standard of more than 43 miles per gallon for passenger cars and small trucks, and approximately 27 miles per gallon for large light trucks and medium-duty passenger vehicles by model year 2016. The Alliance and individual companies (including Ford) submitted comments opposing the rules and addressing errors in CARB's underlying economic and technical analyses.

Whenever California adopts new or modified vehicle emissions standards, the state must apply to the EPA for a waiver of preemption of the new or modified standards under Section 209 of the Clean Air Act. Since the AB 1493 rules were adopted by California as "emissions" rules under the Clean Air Act, they require this waiver of federal preemption. In December 2007, EPA announced its intention to deny California's request for a waiver of preemption. In January 2008, California and various other states that had adopted the California standards filed a petition for review of the EPA's decision in the U.S. Court of Appeals for the Ninth Circuit, before the EPA had even released a formal decision document. It is anticipated that litigation over the waiver decision will take place throughout 2008. If the EPA waiver decision is overturned via judicial review, it is possible that EPA could grant the waiver, potentially allowing California and other states to enforce the AB 1493 rules against automobile manufacturers. In addition, because the EPA waiver decision is an administrative decision, it is possible that a new federal administration could reverse the EPA’s decision following the 2008 elections. Several of the major presidential candidates have indicated their intent to do so, although any such decision itself would be subject to judicial review.

In addition to the question of Clean Air Act preemption, which is being addressed through the EPA's waiver decision and the ensuing litigation, there is also the question of preemption of the AB 1493 standards by the federal CAFE law. The CAFE law prohibits states from enacting or enforcing regulations "related to" fuel economy when federal standards are in effect. In December 2004, the Alliance and other plaintiffs (several automobile dealers, two individual automobile manufacturers, and another automotive trade association) filed suit in federal district court in California, seeking to overturn the AB 1493 standards. The suit challenges the regulation on several bases, including preemption under the federal CAFE law. In December 2007, the U.S. District Court ruled that the federal CAFE law does not preempt the AB 1493 rules. The Court, however, also issued an injunction against the enforcement of the AB 1493 rules pending the issuance of an EPA waiver, which was denied as described above. Further proceedings in this case, including a possible appeal of the CAFE preemption ruling, may depend on the progress and outcome of the litigation over the EPA's waiver decision.

Other states have adopted, or are in the process of adopting, CARB's greenhouse gas standards. These states include New York, Massachusetts, Maine, Vermont, Rhode Island, Connecticut, New Jersey, Pennsylvania, Oregon, Washington, Maryland, New Mexico, Florida, and Arizona. Several other states are known to be considering the adoption of such rules.

The Alliance, along with other plaintiffs, filed suit in federal court in Vermont and Rhode Island challenging those states' adoption of the California AB 1493 rules. The Vermont case went to trial in April 2007. In September 2007, the U.S. District Court for the District of Vermont upheld Vermont's greenhouse gas rules, finding that they were not preempted by federal fuel economy law. Specifically, the court held that the state greenhouse gas rules were insulated from a preemption challenge because they were subject to a waiver process under the federal Clean Air Act. The court also held that, even if questions of federal preemption were applicable, the greenhouse gas rules should be upheld because some portions of the regulations give credit for vehicle modifications that do not relate specifically to improving fleet average fuel economy. The Alliance is appealing the District Court's decision to the U.S. Court of Appeals for the Second Circuit. In the Rhode Island case, the District Court recently held that the case is ripe for review, and the parties will likely proceed with briefings on dispositive motions.

In September 2006, California also enacted the Global Warming Solutions Act of 2006 (also known as Assembly Bill 32 ("AB 32")). This law mandates that statewide greenhouse gas emissions be capped at 1990 levels by the year 2020, which would represent a significant reduction from current greenhouse gas levels. It also requires the monitoring and annual reporting of greenhouse gas emissions by all "significant" sources, and delegates authority to CARB to develop and implement greenhouse gas emissions reduction measures. AB 32 also provides that, if the AB 1493 standards do not take effect, CARB must implement alternative regulations to control mobile sources of greenhouse gas emissions to achieve equivalent or greater reductions than mandated by AB 1493. It is not clear at this time how this bill would be implemented.

ITEM 1. Business (Continued)

The recent changes to the light truck CAFE standards, and the anticipated new CAFE standards that will result from the passage of the energy legislation by Congress, pose very significant challenges for us. If NHTSA builds upon its history of setting tough but reasonable CAFE standards based on a consideration of technological feasibility and economic practicability, we believe it is likely that these federal standards can be workable, albeit costly, within our business limitations. In contrast, the state-promulgated AB 1493 rules impose fuel economy standards whose rapid rate of increase and extreme stringency are unprecedented in the history of fuel economy regulation, and which are not workable within our business limitations. If extreme standards of this nature are imposed, we likely would be forced to take various actions that could have substantial adverse effects on our sales volume and profits. Such actions would likely include restricting offerings of selected engines and popular options; increasing market support programs for our most fuel-efficient cars and light trucks in order to maintain compliance; and ultimately curtailing the production and sale of certain vehicles such as family-size, luxury, and high-performance cars, SUVs and "crossover" vehicles, and full-size light trucks, in order to maintain compliance.

See "Item 3. Legal Proceedings" for a discussion of the public nuisance litigation filed by the state of California against automobile manufacturers for alleged global warming damages. Though that suit has been dismissed by the trial court, California's Attorney General has filed notice of intent to appeal. If California were to prevail in this litigation, it could encourage similar suits in other states and municipalities. A judgment against defendants also could result in the imposition of judicially-mandated standards for greenhouse gas emissions that could arguably supersede or augment existing fuel economy requirements; such a result could compel us to implement product restrictions and/or other costly actions as outlined above.

European Requirements. The EU is a party to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, and has agreed to reduce greenhouse gas emissions by eight percent below 1990 levels during the 2008-2012 period. In 1998, the EU agreed to support an environmental agreement with ACEA (of which Ford is a member) on carbon dioxide emission reductions from new passenger cars (the "ACEA Agreement"). The ACEA Agreement established an emissions target of 140 grams of carbon dioxide per kilometer ("g/km") for the average of new cars sold in the EU by the ACEA's members in 2008. This corresponds to a 25% reduction in average carbon dioxide emissions compared to 1995. To date, the industry has made good progress, meeting an interim target for 2003 (165 – 170 grams of carbon dioxide per kilometer); however, it is now apparent that the industry will not achieve the 140 grams per kilometer target for the 2008 model year due to a number of factors, including consumer demand and the challenges associated with implementing various fuel-saving technologies.

In 2005, ACEA and the European Commission reviewed the potential for additional carbon dioxide reductions, with the goal of achieving the EU's objective of 120 g/km by 2012. The discussions have advanced using the concept of an integrated approach to further reductions, involving the oil industry and other sectors. In 2007, the discussions suggested a 120 g/km overall target, with a vehicle target of 130 g/km and complementary measures making up the other 10 g/km in emissions reductions. In December 2007, the European Commission issued a proposal to regulate vehicle carbon dioxide from 2012 at a fleet average of 130 g/km, using a sliding scale based on vehicle weight. This provides different targets for each manufacturer based on their respective fleets of vehicles, weight and carbon dioxide output. For manufacturers failing to meet their targets, a penalty system is proposed of €20 per each g/km shortfall in 2012, rising to €95 in 2015. Manufacturers would be permitted to use a pooling agreement between owned brands to share or minimize the burden. Further pooling agreements between different manufacturers would also be allowed, although such agreements could not be exclusive and would have to be open to all automobile manufacturers. This proposal is likely to be finalized by the European Parliament in 2008 or 2009. Some European countries are considering other initiatives for reducing carbon dioxide emissions from motor vehicles, including fiscal measures. For example, the U.K. introduced a vehicle excise duty and company car taxation based on carbon dioxide emissions in 2001, and other member states such as France and Portugal have announced their intention to adopt carbon dioxide-based taxes for passenger cars. The 2007 European Commission announcement is likely to trigger further fiscal measures.

Other National Requirements. Some Asian countries (such as China, Japan, South Korea, and Taiwan) have also adopted fuel efficiency targets. For example, Japan has fuel efficiency targets for 2010 passenger car and commercial trucks with incentives for early adoption. China has adopted targets for 2005 and 2008, and is expected to continue setting new targets to address energy security issues.

ITEM 1. Business (Continued)

Following considerable discussion, the Canadian automobile industry signed a Memorandum of Understanding ("MOU") dated April 5, 2005, with the Canadian government in which the industry voluntarily committed to reduce the growth in greenhouse gas emissions from the Canadian vehicle fleet by 5.3 megatons ("Mt") by 2010 (which slightly exceeds the government's 5.2 Mt target under its Kyoto Protocol Climate Change Action Plan). The MOU contains the following interim targets for the entire Canadian automobile industry: 2.4 Mt reduction by 2007, total reduction of 3.0 Mt in 2008, total reduction of 3.9 Mt in 2009 and the full 5.3 Mt reduction in 2010. Pursuant to the MOU, a committee of industry and government representatives has been established to monitor the industry's overall compliance with the annual MOU targets.

The Canadian federal government recently proclaimed its Motor Vehicle Fuel Consumption Standards Act. Regulations are expected to align Canadian requirements with dominant US standards and are to be in place by model year 2011.

European Chemicals Policy

The European Commission finalized its regulatory framework in December 2006 for a single system to register, evaluate, and authorize the use of chemicals with a production volume above one ton per year ("REACH"). The rules took effect on June 1, 2007, with a preparatory period through June 1, 2008 followed by a six-month pre-registration phase. Compliance with the legislation is likely to be administratively burdensome for all entities in the supply chain, and research and development resources may be redirected from "market-drive" to "REACH-driven" activities. The regulation also may accelerate restriction or banning of certain chemicals and materials, which could increase the costs of certain products and processes used to manufacture vehicles and parts. We are implementing and ensuring compliance within Ford and our suppliers through a common implementing strategy together with the global automotive industry.

Pollution Control Costs

During the period 2008 through 2012, we expect to spend approximately $249 million on our North American and European facilities to comply with stationary source air and water pollution and hazardous waste control standards which are now in effect or are scheduled to come into effect during this period. Of this total, we currently estimate spending approximately $54 million in 2008 and $49 million in 2009. These amounts exclude projections for the Jaguar and Land Rover business units, which were held for sale as of the fourth quarter of 2007. Specific environmental expenses are difficult to isolate because expenditures may be made for more than one purpose, making precise classification difficult.

ITEM 1. Business (Continued)

EMPLOYMENT DATA

The approximate number of individuals employed by us and our consolidated entities (including entities we do not control) at December 31, 2007 and 2006 was as follows (in thousands):

	2007		2006
Business Unit
Automotive
The Americas
Ford North America		94		128
Ford South America		14		13
Ford Europe and PAG
Ford Europe		68		66
PAG		42		45
Ford Asia Pacific and Africa		17		18
Financial Services
Ford Motor Credit Company		11		13
Total		246		283

The decrease in employment levels primarily reflects implementation of our personnel-reduction programs in North America.

Substantially all of the hourly employees in our Automotive operations are represented by unions and covered by collective bargaining agreements. In the United States, approximately 99% of these unionized hourly employees in our Automotive sector are represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW" or "United Automobile Workers"). Approximately two percent of our U.S. salaried employees are represented by unions. Most hourly employees and many non-management salaried employees of our subsidiaries outside of the United States also are represented by unions.

We have entered into collective bargaining agreements with the UAW, and the National Automobile, Aerospace, Transportation and General Workers Union of Canada ("CAW" or "Canadian Automobile Workers"). Among other things, our agreements with the UAW and CAW provide for guaranteed wage and benefit levels throughout the term of the respective agreements, and provide for significant employment security, subject to certain conditions. As a practical matter, these agreements may restrict our ability to close plants and divest businesses during the terms of the agreements. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation – Overview" for discussion of our recently-negotiated UAW agreement. This agreement with the UAW expires on September 14, 2011. Our agreement with the CAW expires on September 16, 2008. Historically, negotiation of new collective bargaining agreements with the UAW and CAW typically resulted in increases in wages and benefits, including retirement benefits.

In 2007, we negotiated new Ford collective bargaining agreements with labor unions in Belgium, Brazil, France, Mexico, New Zealand, Russia, Southern Africa, Taiwan, Thailand, United States (hourly and salaried), Venezuela and Vietnam. We also negotiated collective bargaining agreements at our Land Rover (Britain) and Volvo (Sweden) affiliates.

In 2008, we are or will be negotiating new collective bargaining agreements with labor unions in Argentina, Brazil, Britain, Canada, France, Germany, Mexico, New Zealand, Romania, Russia, Taiwan, and Thailand, as well as our Volvo (U.S.) affiliate.

ITEM 1. Business (Continued)

ENGINEERING, RESEARCH AND DEVELOPMENT

We engage in engineering, research and development primarily to improve the performance (including fuel efficiency), safety, and customer satisfaction of our products, and to develop new products. We also have staffs of scientists who engage in basic research. We maintain extensive engineering, research and design centers for these purposes, including large centers in Dearborn, Michigan; Dunton, Gaydon and Whitley, England; Gothenburg, Sweden; and Aachen and Merkenich, Germany. Most of our engineering research and development relates to our Automotive sector. In general, our engineering activities that do not involve basic research or product development, such as manufacturing engineering, are excluded from our engineering, research and development charges discussed below.

During the last three years, we recorded charges to our consolidated income for engineering, research and development we sponsored in the following amounts: $7.5 billion (2007), $7.2 billion (2006), and $8 billion (2005) . Any customer-sponsored research and development activities that we conduct are not material.

ITEM 1A. Risk Factors

We have listed below (not necessarily in order of importance or probability of occurrence) the most significant risk factors applicable to us:

Continued decline in market share. Our market share has declined in many regions of the world over the last year. Our overall market share in the United States, including PAG-brand vehicles, has declined in each of the past five years, from 20.5% in 2003 to 15.6% in 2007. Because a high proportion of our costs are fixed, these share declines and resulting volume reductions have had an adverse impact on our results of operations. While we are attempting to stabilize our market share and reduce our capacity over time through the restructuring actions described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Outlook," we cannot be certain that we will be successful. Continued declines in our market share could have a substantial adverse effect on our results of operations and financial condition.

Continued or increased price competition resulting from industry overcapacity, currency fluctuations or other factors. The global automotive industry is intensely competitive, with overall manufacturing capacity far exceeding current demand. For example, according to CSM Worldwide, the global automotive industry is estimated to have had excess capacity of 16.8 million units in 2007. Industry overcapacity has resulted in many of our principal competitors offering marketing incentives on vehicles in an attempt to maintain and grow market share. These marketing incentives have included a combination of subsidized financing or leasing programs, price rebates and other incentives. As a result, we have not necessarily been able to increase prices sufficiently to offset higher costs of marketing incentives or other cost increases (e.g., for commodities or health care) or the impact of adverse currency fluctuations in either the U.S. or European markets. While we, General Motors and Chrysler have each announced plans to reduce capacity significantly, these reductions will take several years to complete and will only partially address the industry's overcapacity problems. A continuation or increase in these trends could have a substantial adverse effect on our results of operations and financial condition.

An increase in or acceleration of market shift away from sales of trucks, sport utility vehicles, or other more profitable vehicles in the United States. Trucks and SUVs historically have represented some of our most profitable vehicle segments, and the segment in which we have our highest market share. During the past few years, there has been a general shift in consumer preferences away from medium- and large-sized SUVs and trucks, which has adversely affected our overall market share and our profitability. A continuation or acceleration of this general shift in consumer preferences away from SUVs and trucks, or a similar shift in consumer preferences away from other more profitable vehicle sales, whether because of higher fuel prices, declines in the construction industry, or otherwise, could have an increasingly adverse effect on our results of operations and financial condition.

ITEM 1A. Risk Factors (continued)

A significant decline in industry sales, particularly in the United States or Europe, resulting from slowing economic growth, geo-political events or other factors. The worldwide automotive industry is affected significantly by general economic conditions (among other factors) over which automobile manufacturers have little control. This is especially so because vehicles are durable goods, which provide consumers significant latitude in determining whether and when to replace an existing vehicle. The decision whether and when to make a vehicle purchase may be affected significantly by slowing economic growth, geo-political events, and other factors. Consumer demand may vary substantially from year to year, and, in any given year, consumer demand may be affected significantly by general economic conditions, including the cost of purchasing and operating a vehicle and the availability and cost of credit and fuel.

Moreover, like other manufacturers, we have a high proportion of costs that are fixed, so relatively small changes in wholesale unit volumes may dramatically affect overall profitability. In recent years, industry demand has remained at relatively high levels. For 2008, we expect industry demand in the United States will soften to about 16 million units, compared with 16.5 million units in 2007. Should industry demand soften beyond our expectations because of slowing or negative economic growth in key markets or other factors, our results of operations and financial condition could be substantially adversely affected. For additional discussion of economic trends, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview."

Lower-than-anticipated market acceptance of new or existing products. Offering highly desirable vehicles can mitigate the risks of increasing price competition and declining demand. Conversely, offering vehicles that are perceived to be less desirable (whether in terms of price, quality, styling, safety, overall value or otherwise) can exacerbate these risks. For example, if a new model were to experience quality issues at the time of launch, the vehicle's perceived quality could be affected even after the issues had been corrected, resulting in lower sales volumes, market share and profitability.

Continued or increased high prices for or reduced availability of fuel. Continued or increased high prices for fuel or reduced availability of fuel, particularly in the United States, could result in further weakening of demand for relatively more profitable large and luxury car and truck models, and could increase demand for relatively less profitable small cars and trucks. Continuation or acceleration of such a trend could have a substantial adverse effect on our financial condition and results of operations.

Currency or commodity price fluctuations. As a resource-intensive manufacturing operation, we are exposed to a variety of market and asset risks, including the effects of changes in foreign currency exchange rates, commodity prices, and interest rates. These risks affect our Automotive and Financial Services sectors. We monitor and manage these exposures as an integral part of our overall risk management program, which recognizes the unpredictability of markets and seeks to reduce the potentially adverse effects on our business. Nevertheless, changes in currency exchange rates, commodity prices, and interest rates cannot always be predicted or hedged. In addition, because of intense price competition and our high level of fixed costs, we may not be able to address such changes even if they are foreseeable. Substantial changes in these rates and prices could have a substantial adverse effect on our financial condition and results of operations. For additional discussion of currency or commodity price risk, see "Item 7A. Quantitative and Qualitative Disclosures about Market Risk."

Adverse effects from the bankruptcy or insolvency of, change in ownership or control of, or alliances entered into by a major competitor. We and certain of our major competitors have substantial "legacy" costs (principally related to employee benefits) that put each of us at a competitive disadvantage to other competitors. The bankruptcy or insolvency of a major competitor with substantial "legacy" costs could result in that competitor gaining a significant cost advantage (by eliminating or reducing contractual obligations to unions and other parties through bankruptcy proceedings). In addition, the bankruptcy or insolvency of a major auto manufacturer likely could lead to substantial disruptions in the automotive supply base, which could have a substantial adverse impact on our financial condition and results of operations.

ITEM 1A. Risk Factors (continued)

Economic distress of suppliers that has in the past and may in the future require us to provide financial support or take other measures to ensure supplies of components or materials. Automobile manufacturers continue to experience commodity cost pressures and the effects of industry overcapacity. These factors have also increased pressure on the industry's supply base, as suppliers cope with higher commodity costs, lower production volumes and other challenges. As a result, suppliers have been less able to absorb commodity cost increases or to achieve productivity improvements, and, therefore, less willing to reduce prices to us. We have taken and may continue to take actions to provide financial assistance to certain suppliers to ensure an uninterrupted supply of materials and components. For example, in 2005 we reacquired from Visteon twenty-three North American facilities in order to protect our supply of components. In connection with this transaction, we forgave $1.1 billion of Visteon's liability to us for employee-related costs, and incurred a pre-tax loss of $468 million.

Labor or other constraints on our ability to restructure our business. Substantially all of the hourly employees in our Automotive operations in the United States and Canada are represented by unions and covered by collective bargaining agreements. In November 2007, we entered into a new agreement with the UAW, which expires in September 2011; our agreement with the CAW expires in September 2008 and will be renegotiated this year. These agreements provide for guaranteed wage and benefit levels throughout their terms and provide for significant employment security, subject to certain conditions. As a practical matter, these agreements restrict our ability to close plants and divest businesses during the terms of the agreements. These agreements may also limit our ability to change local work rules and practices and implement other efficiency-related improvements. Certain provisions within the UAW and CAW agreements may impede our ability to restructure our business successfully to compete more effectively in today's global marketplace. For discussion of our restructuring plans and the anticipated impacts of our recently-negotiated agreement with the UAW, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Outlook."

Work stoppages at Ford or supplier facilities or other interruptions of supplies. A work stoppage could occur at Ford or supplier facilities, as a result of disputes under existing collective bargaining agreements with labor unions, in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons. For example, many suppliers are experiencing financial distress, in part due to decreasing volumes and increasing raw material prices, which jeopardizes their ability to produce parts for us. A work stoppage related to collective bargaining agreements or other reasons, at Ford or its suppliers, or an interruption or shortage of supplies for any other reason (including but not limited to financial distress, natural disaster or production difficulties affecting a supplier) could substantially adversely affect our financial condition and results of operations.

Single-source supply of components or materials. Many components used in our vehicles are available only from a single supplier and cannot be quickly or inexpensively re-sourced to another supplier due to long lead times and contractual commitments that might be required by another supplier in order to provide the components or materials. In addition to the risks described above regarding interruption of supplies, which are exacerbated in the case of single-source suppliers, the exclusive supplier of a key component potentially could exert significant bargaining power over price, quality, warranty claims or other terms relating to a component. See, for example, discussion of a supplier dispute regarding diesel engines in "Item 3. Legal Proceedings – Other Matters."

Substantial pension and postretirement health care and life insurance liabilities impairing our liquidity or financial condition. We have two principal qualified defined benefit retirement plans in the United States. The Ford-UAW Retirement Plan covers hourly employees represented by the UAW, and the General Retirement Plan covers substantially all other Ford employees in the United States hired on or before December 31, 2003. The hourly plan provides noncontributory benefits related to employee service. The salaried plan provides similar noncontributory benefits and contributory benefits related to pay and service. In addition, we, and certain of our subsidiaries, sponsor plans to provide other postretirement benefits for retired employees, primarily certain health care and life insurance benefits. See Note 24 of the Notes to the Financial Statements for more information about these plans, including funded status.

ITEM 1A. Risk Factors (continued)

Our U.S. defined benefit pension plans are subject to Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA"). Under Title IV of ERISA, the Pension Benefit Guaranty Corporation ("PBGC") has the authority under certain circumstances or upon the occurrence of certain events to terminate an underfunded pension plan. One of those circumstances is the occurrence of an event that unreasonably increases the risk of unreasonably large losses to the PBGC. Although we believe that it is not likely that the PBGC will terminate any of our plans, in the event that our U.S. pension plans were to be terminated at a time when the liabilities of the plans exceeded the assets of the plans, we would incur a liability to the PBGC that could be equal to the entire amount of the underfunding.

If our cash flows and capital resources were to be insufficient to fund our pension or postretirement health care and life insurance obligations, we could be forced to reduce or delay investments and capital expenditures, seek additional capital, or restructure or refinance our indebtedness. In addition, if our operating results and available cash were to be insufficient to meet our pension or postretirement health care and life insurance obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our pension or postretirement health care and life insurance obligations. We might not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds might not be adequate to meet any pension and postretirement health care or life insurance obligations then due.

Inability to implement Memorandum of Understanding with UAW to fund and discharge retiree health care obligations because of failure to obtain court approval or otherwise. We entered into a Memorandum of Understanding ("MOU") with the UAW in November 2007 to fund and discharge retiree health care obligations. As described in our Form 8-K Report dated November 15, 2007, implementation of the MOU is subject to the occurrence of several uncertain events in pending litigation, including class certification, settlement, court approval of a final settlement agreement and exhaustion of opportunities for appeal. A significant delay or a materially adverse result in the pending litigation or otherwise that results in our inability to implement, or a delay in the implementation of, the MOU would adversely impact our financial condition and results of operations.

Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates, investment returns, and health care cost trends). The measurement of our obligations, costs and liabilities associated with benefits pursuant to our postretirement benefit plans requires that we estimate the present values of projected future payments to all participants. We use many assumptions in calculating these estimates, including assumptions related to discount rates, investment returns on designated plan assets, health care cost trends, and demographic experience (e.g., mortality and retirement rates). To the extent actual results are less favorable than our assumptions, there could be a substantial adverse impact on our financial condition and results of operations. For additional discussion of our assumptions, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates" and Note 24 of the Notes to Financial Statements.

The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns and/or increased warranty costs. Meeting or exceeding many government-mandated safety standards is costly, especially where standards may conflict with the need to reduce vehicle weight in order to meet government-mandated emissions and fuel-economy standards. Government safety standards also require manufacturers to remedy defects related to motor vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that they do not comply with a safety standard. Should we or government safety regulators determine that a safety or other defect or a noncompliance exists with respect to certain of our vehicles prior to the start of production, the launch of such vehicle could be delayed until such defect is remedied. The costs associated with any protracted delay in new model launches necessary to remedy such defect, or the cost of recall campaigns to remedy such defects in vehicles that have been sold, could be substantial.

Increased safety, emissions (e.g., CO2), fuel economy, or other regulation resulting in higher costs, cash expenditures, and/or sales restrictions. The worldwide automotive industry is governed by a substantial number of governmental regulations, which often differ by state, region and country. In the United States and Europe, for example, governmental regulation has arisen primarily out of concern for the environment, greater vehicle safety and a desire for improved fuel economy. For discussion of the impact of such standards on our business, see "Item 1. Governmental Standards." Many governments also regulate local product content and/or impose import requirements as a means of creating jobs, protecting domestic producers and influencing their balance of payments. The cost of complying with these requirements can be substantial, and the requirements could have a substantial adverse impact on our financial condition and results of operations.

ITEM 1A. Risk Factors (continued)

Unusual or significant litigation or governmental investigations arising out of alleged defects in our products or otherwise. We spend substantial resources ensuring compliance with governmental safety and other standards. Compliance with governmental standards, however, does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. For example, the preemptive effect of the Federal Motor Vehicle Safety Standards is often a contested issue in litigation, and some courts have permitted liability findings even where our vehicles comply with federal law. Furthermore, simply responding to litigation or government investigations of our compliance with regulatory standards requires significant expenditures of time and other resources.

A change in our requirements for parts or materials where we have entered into 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). We have entered into a number of long-term supply contracts that require us to purchase a fixed quantity of parts to be used in the production of our vehicles. If our need for any of these parts were to lessen, we could still be required to purchase a specified quantity of the part or pay a minimum amount to the seller pursuant to the take-or-pay contract. We also have entered into a small number of long-term supply contracts for raw materials (for example, precious metals used in catalytic converters) that require us to purchase a fixed percentage of mine output. If our need for any of these raw materials were to lessen, or if a supplier's output of materials were to increase, we could be required to purchase more materials than we need.

Adverse effects on our results from a decrease in or cessation of government incentives. We receive economic benefits from various governments related to investments we make. These benefits may accrue from governments on the national (federal) level, as well as local levels (states, provinces, etc.). These benefits generally take the form of tax incentives, property tax abatements, infrastructure development, subsidized training programs, and/or other operational grants and incentives, and the amounts may be significant. A decrease in, expiration without renewal of, or other cessation of such benefits could have an adverse impact on our financial results, as well as our ability to fund new investments.

Adverse effects on our operations resulting from certain geo-political or other events. We conduct a significant portion of our business in countries outside of the United States, and are pursuing growth opportunities in a number of emerging markets. These activities expose us to, among other things, risks associated with geo-political events, such as a governmental takeover (i.e., nationalization) of our manufacturing facilities; disruption of operations in a particular country as a result of political or economic instability, the outbreak of war or the expansion of hostilities; or acts of terrorism. Such events could have a substantial adverse effect on our financial condition and results of operations.

Substantial negative Automotive operating-related cash flows for the near- to medium-term affecting our ability to meet our obligations, invest in our business or refinance our debt. During the next few years, we expect substantial negative operating-related cash outflows. Future borrowings may not be available to us under our credit facilities or otherwise in amounts sufficient to enable us to pay our indebtedness and to fund our other liquidity needs. For example, if we are unable to meet certain covenants of our $11.5 billion secured credit facility established in December 2006 (e.g., if the value of assets pledged do not exceed outstanding borrowings), we will not be able to borrow under the facility. If our cash flow is worse than expected due to an economic recession, work stoppages, increased pension contributions or otherwise, or if we are unable to borrow under our credit facilities or otherwise for these purposes, we may need to refinance or restructure all or a portion of our indebtedness on or before maturity, reduce or delay capital investments, or seek to raise additional capital. We may not be able to implement one or more of these alternatives on terms acceptable to us, or at all. The terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives. Should our cash flow be worse than anticipated or we fail to achieve any of these alternatives, this could materially adversely affect our ability to repay our indebtedness and otherwise have a substantial adverse effect on our financial condition and results of operations. For further information on our liquidity and capital resources, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Outlook," and Note 16 of the Notes to the Financial Statements.

ITEM 1A. Risk Factors (continued)

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). As a result of our December 2006 financing actions and our other debt, we are a highly leveraged company. Our significant Automotive debt service obligations could have important consequences, including the following: our high level of indebtedness could make it difficult for us to satisfy our obligations with respect to our outstanding indebtedness; our ability to obtain additional financing for working capital, capital expenditures, acquisitions, if any, or general corporate purposes may be impaired; we must use a substantial portion of our cash flow from operations to pay interest on our indebtedness, which will reduce the funds available to us for operations and other purposes; and our high level of indebtedness makes us more vulnerable to economic downturns and adverse developments in our business. The more leveraged we become, the more we become exposed to the risks described herein. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources" and Note 16 of the Notes to the Financial Statements for additional information regarding our indebtedness.

Inability of Ford Credit to access debt or securitization markets around the world at competitive rates or in sufficient amounts due to additional credit rating downgrades, market volatility, market disruption or otherwise. The lowering of credit ratings for Ford and Ford Credit has increased borrowing costs and caused Ford Credit's access to the unsecured debt markets to become more restricted. In response, Ford Credit has increased its use of securitization and other sources of liquidity. Over time, and particularly in the event of any further credit rating downgrades, market volatility, market disruption or otherwise, or a significant decline in the demand for the types of securities it offers, Ford Credit may need to reduce the amount of receivables it purchases or originates. A significant reduction in the amount of receivables Ford Credit purchases or originates would significantly reduce ongoing profits and could adversely affect Ford Credit's ability to support the sale of Ford vehicles. For additional discussion, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources."

Higher-than-expected credit losses. Credit risk is the possibility of loss from a customer's or dealer's failure to make payments according to contract terms. Credit risk (which is heavily dependent upon economic factors including unemployment, consumer debt service burden, personal income growth, dealer profitability and used car prices) has a significant impact on Ford Credit's business. The level of credit losses Ford Credit may experience could exceed its expectations. For additional discussion regarding credit losses, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates."

Lower-than-anticipated residual values or higher-than-expected return volumes for leased vehicles. Ford Credit projects expected residual values (including residual value support payments from Ford) and return volumes of the vehicles it leases. Actual proceeds realized by Ford Credit upon the sale of returned leased vehicles at lease termination may be lower than the amount projected, which reduces the profitability of the lease transaction. Among the factors that can affect the value of returned lease vehicles are the volume of vehicles returned, economic conditions, and the quality or perceived quality, safety or reliability of the vehicles. Actual return volumes may be higher than expected and can be influenced by contractual lease end values relative to auction values, marketing programs for new vehicles, and general economic conditions. All of these factors, alone or in combination, have the potential to adversely affect Ford Credit's profitability. For additional discussion regarding residual values, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates."

Increased competition from banks or other financial institutions seeking to increase their share of financing Ford vehicles. No single company is a dominant force in the automotive finance industry. Most of Ford Credit's bank competitors in the United States use credit aggregation systems that permit dealers to send, through standardized systems, retail credit applications to multiple finance sources to evaluate financing options offered by these finance sources. This process has resulted in greater competition based on financing rates. In addition, Ford Credit is facing increased competition on wholesale financing for Ford dealers. Competition from such competitors with lower borrowing costs may increase, which could adversely affect Ford Credit's profitability and the volume of its business.

Changes in interest rates. Ford Credit is exposed to interest rate risk, and the interest rate to which it is most exposed is U.S. dollar London Interbank Offered Rate ("LIBOR"). Ford Credit's interest rate risk exposure results principally from "re-pricing risk,'' or differences in the re-pricing characteristics of assets and liabilities. Any inability to adequately control this exposure could adversely affect its business.

ITEM 1A. Risk Factors (continued)

Collection and servicing problems related to finance receivables and net investment in operating leases. After Ford Credit purchases retail installment sale contracts and leases from dealers and other customers, it manages or services the receivables. Any disruption of its servicing activity, due to inability to access or accurately maintain customer account records or otherwise, could have a significant negative impact on its ability to collect on those receivables and/or satisfy its customers.

New or increased credit, consumer or data protection or other regulations resulting in higher costs and/or additional financing restrictions. As a finance company, Ford Credit is highly regulated by governmental authorities in the locations where it operates. In the United States, its operations are subject to regulation, supervision and licensing under various federal, state and local laws and regulations, including the federal Truth-in-Lending Act, Equal Credit Opportunity Act and Fair Credit Reporting Act. In some countries outside the United States, Ford Credit's subsidiaries are regulated banking institutions and are required, among other things, to maintain minimum capital reserves. In many other locations, governmental authorities require companies to have licenses in order to conduct financing businesses. Efforts to comply with these laws and regulations impose significant costs on Ford Credit, and affect the conduct of its business. Additional regulation could add significant cost or operational constraints that might impair its profitability.

ITEM 1B. Unresolved Staff Comments

None to report.

ITEM 2. Properties

Our principal properties include manufacturing and assembly facilities, distribution centers, warehouses, sales or administrative offices and engineering centers.

We own substantially all of our U.S. manufacturing and assembly facilities, although many of these properties have been pledged to secure indebtedness. Our facilities are situated in various sections of the country and include assembly plants, engine plants, casting plants, metal stamping plants, transmission plants, and other component plants. Most of our distribution centers are leased (we own approximately 41% of the total square footage). A substantial amount of our warehousing is provided by third-party providers under service contracts. Because the facilities provided pursuant to third-party service contracts need not be dedicated exclusively or even primarily to our use, these spaces are not included in the number of distribution centers/warehouses listed in the table below. All of the warehouses that we operate are leased, although many of our manufacturing and assembly facilities contain some warehousing space. Substantially all of our sales offices are leased space. Approximately 98% of the total square footage of our engineering centers and our supplementary research and development space is owned by us.

In addition, we maintain and operate manufacturing plants, assembly facilities, parts distribution centers, and engineering centers outside of the United States. We own substantially all of our non-U.S. manufacturing plants, assembly facilities, and engineering centers. The majority of our parts distribution centers outside of the United States are either leased or provided by vendors under service contracts. As in the United States, space provided by vendors under service contracts need not be dedicated exclusively or even primarily to our use, and is not included in the number of distribution centers/warehouses listed in the table below.

The total number of plants, distribution centers/warehouses, engineering and research and development sites, and sales offices used by our Automotive segments are shown in the table below:

Segment	Plants			Distribution Centers/Warehouses		Engineering, Research/Development		Sales Offices
Ford North America		46	*		33		37		51
Ford South America		7			–		–		–
Ford Europe		17			1		6		15
PAG		12			4		5		2
Ford Asia Pacific and Africa/Mazda		13			3		2		4
Total		95			41		50		72

We have announced plans to close a number of North American facilities as part of our restructuring actions; facilities that have been closed to date are not included in the table. For further discussion of our restructuring, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview." The table does include 11 facilities operated by our subsidiary Automotive Components Holdings, LLC ("ACH"); we have announced that we intend to sell or close essentially all ACH plants by the end of 2008.

ITEM 2. Properties (Continued)

Included in the number of plants shown above are several plants that are not operated directly by us, but rather by consolidated joint ventures that operate plants that support our Automotive sector. Following are the most significant of these consolidated joint ventures and the number of plants they own:

•

AutoAlliance International ("AAI") — a 50/50 joint venture with Mazda (of which we own approximately 33.4%), which operates as its principal business an automobile vehicle assembly plant in Flat Rock, Michigan. AAI currently produces the Mazda6 and Ford Mustang models. Ford supplies all of the hourly and substantially all of the salaried labor requirements to AAI, and AAI reimburses Ford for the full cost of that labor.

•

Ford Otosan — a joint venture in Turkey between Ford (41% partner), the Koc Group of Turkey (41% partner) and public investors (18%) that is our single source supplier of the Ford Transit Connect vehicle and our sole distributor of Ford vehicles in Turkey. In addition, Ford Otosan makes the Ford Transit series and the Cargo truck for the Turkish and export markets, and certain engines and transmissions, most of which are under license. This joint venture owns and operates two plants and a parts distribution depot in Turkey.

•

Getrag Ford Transmissions GmbH — a 50/50 joint venture with Getrag Deutsche Venture GmbH and Co. KG, a German company, to which we transferred our European manual transmission operations in Halewood, England; Cologne, Germany; and Bordeaux, France. In 2004, Volvo Car Corporation ("Volvo Cars") transferred its manual transmission operations from its Köping, Sweden plant to this joint venture. The Getrag joint venture produces manual transmissions for our operations in Europe (Ford Europe and PAG). Ford currently supplies most of the hourly and salaried labor requirements of the operations transferred to this Getrag joint venture. Ford employees who worked at the manual transmission operations transferred at the time of formation of the joint venture are assigned to the joint venture by Ford. In the event of surplus labor at the joint venture, Ford employees assigned to the joint venture may return to Ford. Employees hired in the future to work in these operations will be employed directly by the joint venture. Getrag Ford Transmissions GmbH reimburses Ford for the full cost of the hourly and salaried labor supplied by Ford. This joint venture operates three plants.

•

Getrag All Wheel Drive AB — a joint venture in Sweden between Getrag Dana Holding GmbH ("Getrag/Dana") (60% partner) and Volvo Cars (40% partner). In January 2004, Volvo Cars transferred to this joint venture its plant in Köping, Sweden. The joint venture produces all-wheel drive components. As noted above, the manual transmission operations at the Köping plant were transferred to Getrag Ford Transmissions GmbH. The hourly and salaried employees at the plant have become employees of the joint venture.

•

Tekfor Cologne GmbH ("Tekfor") — a 50/50 joint venture of Ford-Werke GmbH ("Ford-Werke") and Neumayer Tekfor GmbH, a German company, to which joint venture Ford-Werke transferred the operations of the Ford forge in Cologne. The joint venture produces forged components, primarily for transmissions and chassis, for use in Ford vehicles and for sale to third parties. Those Ford employees who worked at the Cologne Forge Plant at the time of the formation of the joint venture are assigned to Tekfor by Ford and remain Ford employees. In the event of surplus labor at the joint venture, Ford employees assigned to Tekfor may return to Ford. New workers at the joint venture will be hired as employees of the joint venture. Tekfor reimburses Ford for the full cost of Ford employees assigned to the joint venture. This joint venture operates one plant.

•

Pininfarina Sverige, AB — a joint venture between Volvo Cars (40% partner) and Pininfarina, S.p.A. ("Pininfarina") (60% partner). In September 2003, Volvo Cars and Pininfarina established this joint venture for the engineering and manufacture of niche vehicles, starting with a new, small convertible (Volvo C70), which is distributed by Volvo. The joint venture began production of the new car at the Uddevalla Plant in Sweden, which was transferred from Volvo Cars to the joint venture in December 2005, and is the joint venture's only plant.

•

Ford Vietnam Limited — a joint venture between Ford (75% partner) and Song Cong Diesel (25% partner). Ford Vietnam assembles and distributes several Ford vehicles in Vietnam, including Escape, Everest, Focus, Mondeo, Ranger and Transit models. This joint venture operates one plant.

•

Ford Lio Ho Motor Company Ltd. ("FLH") — a joint venture in Taiwan among Ford (70% partner), the Lio Ho Group (25% partner) and individual shareholders (5% ownership in aggregate) that assembles a variety of Ford and Mazda vehicles sourced from Ford as well as Mazda and Suzuki. In addition to domestic assembly, FLH also has local product development capability to modify vehicle designs for local needs, and imports Ford-brand built-up vehicles from Europe and the United States. This joint venture operates one plant.

ITEM 2. Properties (Continued)

In addition to the plants that we operate directly or that are operated by consolidated joint ventures, additional plants that support our Automotive sector are operated by other, unconsolidated joint ventures of which we are a partner. These additional plants are not included in the number of plants shown in the table above. The most significant of these joint ventures are:

•

AutoAlliance (Thailand) Co. Ltd. ("AAT") — a joint venture among Ford (50%), Mazda (45%) and a Thai affiliate of Mazda's (5%), which owns and operates a manufacturing plant in Rayong, Thailand. AAT produces the Ford Everest, Ford Ranger and Mazda B-Series pickup trucks for the Thai market and for export to over 100 countries worldwide (other than North America), in both built-up and kit form. AAT has announced plans to build a new, highly flexible passenger car plant that will utilize state-of-the-art manufacturing technologies and will produce both Ford and Mazda badged small cars beginning in 2009.

•

Blue Diamond Truck, S de RL de CV — a joint venture between Ford (49% partner) and International Truck and Engine Corporation (51% partner), a subsidiary of Navistar International Corporation ("Navistar"). Blue Diamond Truck develops and manufactures selected medium and light commercial trucks in Mexico and sells the vehicles to Ford and Navistar for their own independent distribution. Blue Diamond Truck manufactures Ford F-650/750 medium-duty commercial trucks that are sold in the United States and Canada; Navistar medium-duty commercial trucks that are sold in Mexico; and a low-cab-forward, light-/medium-duty commercial truck for each of Ford and Navistar. On September 28, 2007, International Truck and Engine Corporation provided written notice of termination of the Blue Diamond Truck joint venture effective September 28, 2009.

•

Tenedora Nemak, S.A. de C.V. — a joint venture between Ford (6.75% partner) and a subsidiary of Mexican conglomerate Alfa S.A. de C.V. (93.25% partner), which owns and operates, among other facilities, a portion of our former Canadian castings operations, and supplies engine blocks and heads to several of our engine plants. Ford supplies a portion of the hourly labor requirements for the Canadian plant, for which it is fully reimbursed by the joint venture.

•

Changan Ford Mazda Automobile Corporation, Ltd. ("CFMA") — a joint venture between Ford (35% partner), Mazda (15% partner) and the Chongqing Changan Automobile Co., Ltd. ("Changan") (50% partner). Through its facility in the Chinese cities of Chongqing and Nanjing, CFMA produces and distributes in China the Ford Mondeo and Focus, the Mazda2, the Mazda3 and the Volvo S40.

•

Changan Ford Mazda Engine Company, Ltd. ("CFME") — a joint venture between Ford (25% partner), Mazda (25% partner) and the Chongqing Changan Automobile Co., Ltd (50% partner). CFME is located in the City of Nanjing, and produces the Ford New I4 and Mazda BZ engines in support of the assembly of Ford- and Mazda-branded vehicles manufactured in China.

•

Jiangling Motors Corporation, Ltd. ("JMC") — a publicly-traded company in China with Ford (30% shareholder) and Jiangxi Jiangling Holdings, Ltd. (41% shareholder) as its controlling shareholders. Jiangxi Jiangling Holdings, Ltd. is a 50/50 joint venture between Chongqing Changan Automobile Co., Ltd. and Jiangling Motors Company Group. The public investors of JMC own 29% of its outstanding shares. JMC assembles the Ford Transit van and other non-Ford-technology-based vehicles for distribution in China.

•

Ford Malaysia Sdn. Bhd. — a joint venture between Ford (49% partner) and Sime Darby Motors, a wholly-owned subsidiary of Sime Darby Berhad, a publicly-traded company (51% partner). Ford Malaysia distributes Ford vehicles assembled by its wholly-owned subsidiary Associated Motor Industries Malaysia, Sdn. Bhd., an assembly company, including Econovan, Escape, Everest, Laser and Ranger models.

The facilities owned or leased by us or our subsidiaries and joint ventures described above are, in the opinion of management, suitable and more than adequate for the manufacture and assembly of our products.

The furniture, equipment and other physical property owned by our Financial Services operations are not material in relation to their total assets.

ITEM 3. Legal Proceedings

OVERVIEW

Various legal actions, governmental investigations and proceedings and claims are pending or may be instituted or asserted in the future against us and our subsidiaries, including, but not limited to, those arising out of: alleged defects in our products; governmental regulations covering safety, emissions and fuel economy; financial services; employment-related matters; dealer, supplier, and other contractual relationships; intellectual property rights; product warranties; environmental matters; shareholder and investor matters; and financial reporting matters. Some of the pending legal actions are, or purport to be, class actions. Some of these matters may involve claims for compensatory, punitive, or antitrust or other multiplied damage claims in very large amounts, or demands for recall campaigns, environmental remediation programs, sanctions or other relief that, if granted, would require very large expenditures. We regularly evaluate the expected outcome of product liability litigation and other litigation matters. We have accrued expenses for probable losses on product liability matters, in the aggregate, based on an analysis of historical litigation payouts and trends. We have also accrued expenses for other litigation where losses are deemed probable and reasonably estimable. These accruals are reflected in our financial statements.

Following is a discussion of our significant pending legal proceedings:

ASBESTOS MATTERS

Asbestos was used in brakes, clutches, and other automotive components from the early 1900s. Along with other vehicle manufacturers, we have been the target of asbestos litigation and, as a result, we are a defendant in various actions for injuries claimed to have resulted from alleged contact with Ford parts and other products containing asbestos. Plaintiffs in these personal injury cases allege various health problems as a result of asbestos exposure, either from component parts found in older vehicles, insulation or other asbestos products in our facilities, or asbestos aboard our former maritime fleet.

Most of the asbestos litigation we face involves mechanics or other individuals who have worked on the brakes of our vehicles over the years. We believe we are being more aggressively targeted in asbestos suits because many previously targeted companies have filed for bankruptcy. We are prepared to defend these cases and, with respect to the cases alleging exposure from our brakes, believe that the scientific evidence confirms our long-standing position that mechanics and others are not at an increased risk of asbestos-related disease as a result of exposure to the type of asbestos formerly used in the brakes on our vehicles.

The extent of our financial exposure to asbestos litigation remains very difficult to estimate. The majority of our asbestos cases do not specify a dollar amount for damages, and in many of the other cases the dollar amount specified is the jurisdictional minimum. The vast majority of these cases involve multiple defendants, with the number in some cases exceeding one hundred. Many of these cases also involve multiple plaintiffs, and we are often unable to tell from the pleadings which of the plaintiffs are making claims against us (as opposed to other defendants). With some variation from year to year, our annual payout and related defense costs in asbestos cases has generally been decreasing since 2003. These costs may, however, become substantial in the future.

ITEM 3. Legal Proceedings (Continued)

ENVIRONMENTAL MATTERS

General. We have received notices under various federal and state environmental laws that we (along with others) may be a potentially responsible party for the costs associated with remediating numerous hazardous substance storage, recycling, or disposal sites in many states and, in some instances, for natural resource damages. We also may have been a generator of hazardous substances at a number of other sites. The amount of any such costs or damages for which we may be held responsible could be substantial. The contingent losses that we expect to incur in connection with many of these sites have been accrued and those losses are reflected in our financial statements in accordance with generally accepted accounting principles. For many sites, however, the remediation costs and other damages for which we ultimately may be responsible are not reasonably estimable because of uncertainties with respect to factors such as our connection to the site or to materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation). As a result, we are unable to determine or reasonably estimate the amount of costs or other damages for which we are potentially responsible in connection with these sites, although that total could be substantial.

Edison Assembly Plant Concrete Disposal. During demolition of our Edison Assembly Plant, we discovered very low levels of contaminants in the concrete slab. The concrete was crushed and reused by several developers as fill material at ten different off-site locations. The New Jersey Department of Environmental Protection ("DEP") asserts that some of these locations may not have been authorized to receive the waste. In March 2006, the DEP ordered Ford, its supplier MIG-Alberici, Inc., and the developer Edgewood Properties, Inc., to investigate, and, if appropriate, remove contaminated materials. Ford has substantially completed the work at a number of locations, and Edgewood is completing the investigation and remediation at several locations that it owns. In December 2007, we entered into an Administrative Consent Order with the DEP that terminated the March 2006 orders and resolved civil issues with the DEP surrounding the concrete reuse. Pursuant to the Administrative Consent Order, we will pay approximately $460,000 for oversight costs, penalties, and environmental education projects, and we will donate emissions reduction credits to the State of New Jersey. As previously reported, the New Jersey Attorney General's office also issued a grand jury subpoena and civil information request in March 2006. We are fully cooperating with the Attorney General's office to resolve this matter.

California Environmental Action. In September 2006, the California Attorney General filed a complaint in the United States District Court for the Northern District of California against Ford, General Motors, Toyota, Honda, Chrysler and Nissan, seeking monetary damages on a joint and several basis for economic and environmental harm to California caused by global warming. The complaint alleged that cars and trucks sold in the United States constitute an environmental public nuisance under federal and California state common law. In September 2007, the U.S. District Court for the Northern District of California dismissed the case, ruling that the federal claims constituted nonjusticiable political questions. The Court did not address the state claims, and indicated that California could refile those claims in state court if desired. The California Attorney General has filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit.

CLASS ACTIONS

In light of the fact that very few of the purported class actions filed against us in the past have ever been certified by the courts as class actions, the actions listed below are those (i) that have been certified as a class action by a court of competent jurisdiction (and any additional purported class actions that raise allegations substantially similar to a certified case), and (ii) that, if resolved unfavorably to the Company, would likely involve a significant cost.

Blue Oval Certified Program Class Action. On January 31, 2007, the United States District Court for the District of New Jersey certified a nationwide class of dealers who were franchisees of Ford Motor Company's Ford Division at any time during the period mid-2000 through March 2005. Plaintiffs allege that Ford's Blue Oval Certified Program, which was designed to reward dealers who obtained high customer satisfaction ratings, violated the Robinson-Patman Act, the Automobile Dealer's Day in Court Act, and various state laws. The complaint seeks injunctive and declaratory relief, and unspecified damages (including compensatory, statutory, treble, and punitive damages). The U. S. Court of Appeals for the Third Circuit has granted our petition for leave to appeal the class certification order, and our appeal is pending.

ITEM 3. Legal Proceedings (Continued)

Canadian Export Antitrust Class Actions. Eighty-three purported class actions on behalf of all purchasers of new motor vehicles in the United States since January 1, 2001 have been filed in various state and federal courts against numerous defendants, including Ford, General Motors, Chrysler, Toyota, Honda, Nissan, BMW Group, the National Automobile Dealers Association, and the Canadian Automobile Dealers Association. The federal and state complaints allege, among other things, that the manufacturers, aided by the dealer associations, conspired to prevent the sale to U.S. citizens of vehicles produced for the Canadian market and sold by dealers in Canada at lower prices than vehicles sold in the United States. The complaints seek injunctive relief under federal antitrust law and treble damages under federal and state antitrust laws.

The federal court actions have been consolidated for coordinated pretrial proceedings in the U.S. District Court for the District of Maine. In early 2007, the U.S. District Court certified classes of all purchasers of new vehicles in 20 states between January 1, 2001 and April 30, 2003 for damages under various state law theories. Our appeal of the class certification order is pending.

OTHER MATTERS

ERISA Fiduciary Litigation. A purported class action lawsuit is pending in the United States District Court for the Eastern District of Michigan naming as defendants Ford Motor Company and several of our current or former employees and officers (Nowak, et al. v. Ford Motor Company, et al., along with three consolidated cases). The lawsuit alleges that the defendants violated ERISA by failing to prudently and loyally manage funds held in employee savings plans sponsored by Ford. Specifically, the plaintiffs allege (among other claims) that the defendants violated fiduciary duties owed to plan participants by continuing to offer Ford Common Stock as an investment option in the savings plans. The defendants deny the plaintiffs' allegations, and intend to defend this matter vigorously. Our motion to dismiss currently is pending before the court.

SEC Pension and Post-Employment Benefit Accounting Inquiry. On October 14, 2004, the Division of Enforcement of the Securities and Exchange Commission ("SEC") notified us that it was conducting an inquiry into the methodology used to account for pensions and other post-employment benefits. We are one of several companies to have received request for information as part of this inquiry. We have completed submission of requested information.

Diesel Engine Litigation. In January 2007, we filed suit against the single-source supplier of diesel engines for our F-Series Super Duty and Econoline vehicles. Among other things, we sought reimbursement for warranty and related costs involving prior model-year diesel engines supplied by International Truck and Engine Corporation ("International") (a subsidiary of Navistar International Transportation Corporation). International countersued, asserting damages in excess of $2 billion and alleging, among other things, that we materially breached provisions of the supply agreement with regard to warranty, pricing, and exclusivity. International also filed its own suit in Cook County, Illinois, alleging breach of our diesel engine pre-development contract. We believe that International's claims are without merit, and we intend vigorously to prosecute our claims against International and defend against this countersuit. As part of the pending litigation, the court has issued an order requiring International to ship engines to us, and permitting us to pay a disputed price under protest, while reserving our right to pursue recovery of the disputed amount.

ITEM 4. Submission of Matters to a Vote of Security Holders

Not required.

ITEM 4A. Executive Officers of Ford

Our executive officers and their positions and ages at February 1, 2008 are as follows:

Name	Position	Present Position Held Since	Age

William Clay Ford, Jr. (a)	Executive Chairman and Chairman of the Board	September 2006	50

Alan Mulally (b)	President and Chief Executive Officer	September 2006	62

Michael E. Bannister	Executive Vice President –Chairman and Chief Executive Officer, Ford Motor Credit Company	October 2007	58

Lewis W. K. Booth	Executive Vice President – Ford Europe and Premier Automotive Group; Chairman – Jaguar, Land Rover, Volvo and Ford Europe	October 2005	59

Mark Fields	Executive Vice President –President, The Americas	October 2005	47

Donat R. Leclair, Jr.	Executive Vice President and Chief Financial Officer	August 2003	55

John G. Parker	Executive Vice President –Asia Pacific & Africa and Mazda	September 2006	60

James D. Farley	Group Vice President – Marketing and Communications and U.S. Marketing, Sales and Service	November 2007	45

John Fleming	Group Vice President –President and Chief Executive Officer, Ford Europe	October 2005	57

Joseph R. Hinrichs	Group Vice President – Global Manufacturing	January 2008	41

Derrick M. Kuzak	Group Vice President –Global Product Development	December 2006	56

Joe W. Laymon	Group Vice President –Corporate Human Resources and Labor Affairs	October 2003	55

J C. Mays	Group Vice President –Design and Chief Creative Officer	August 2003	53

Ziad S. Ojakli	Group Vice President –Government and Community Relations	January 2004	40

Peter J. Daniel	Senior Vice President and Controller	September 2006	60

David G. Leitch	Senior Vice President and General Counsel	April 2005	47

__________

(a)		Also a Director, Chair of the Office of the Chairman and Chief Executive, Chair of the Finance Committee and a member of the Environmental and Public Policy Committee of the Board of Directors.

(b)		Also a Director and member of the Office of the Chairman and Chief Executive and the Finance Committee of the Board of Directors.

ITEM 4A. Executive Officers of Ford (Continued)

All of the above officers, except those noted below, have been employed by Ford or its subsidiaries in one or more capacities during the past five years. Described below are the recent positions (other than those with Ford or its subsidiaries) held by those officers who have not yet been with Ford or its subsidiaries for five years:

Prior to joining Ford in November 2007, Mr. Farley was Group Vice President and General Manager of Lexus, responsible for all sales, marketing and customer satisfaction activities for Toyota’s luxury brand. Before leading Lexus, he served as group vice president of Toyota Division marketing and was responsible for all Toyota Division market planning, advertising, merchandising, sales promotion, incentives and Internet activities.

Prior to joining Ford in September 2006, Mr. Mulally served as executive vice president of The Boeing Company, and president and chief executive officer of Boeing Commercial Airplanes. Mr. Mulally also was a member of Boeing's Executive Council, and served as Boeing's senior executive in the Pacific Northwest. He was named Boeing's president of Commercial Airplanes in September 1998; the responsibility of chief executive officer for the business unit was added in March 2001.

Mr. Leitch served as the Deputy Assistant and Deputy Counsel to President George W. Bush from December 2002 to March 2005. From June 2001 until December 2002, he served as Chief Counsel for the Federal Aviation Administration, overseeing a staff of 290 in Washington and the agency's 11 regional offices. Prior to June 2001, Mr. Leitch was a partner at Hogan & Hartson LLP in Washington DC, where his practice focused on appellate litigation in state and federal court.

Mr. Ojakli served as Principal Deputy for Legislative Affairs for President George W. Bush from December 2002 to 2003, and was Deputy Assistant to the President from 2001 to 2002. Prior to that, from 1998 to 2000, he was the Policy Director and Chief of Staff to the Senate Republican Conference Secretary.

Under our By-Laws, the executive officers are elected by the Board of Directors at the Annual Meeting of the Board of Directors held for this purpose. Each officer is elected to hold office until his or her successor is chosen or as otherwise provided in the By-Laws.

PART II

ITEM 5. Market for Ford's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed on the New York Stock Exchange in the United States and on certain stock exchanges in Belgium, France, Switzerland and the United Kingdom.

The table below shows the high and low sales prices for our Common Stock and the dividends we paid per share of Common and Class B Stock for each quarterly period in 2006 and 2007:

	2006								2007
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Ford Common Stock price per share (a)
High	$	8.96	$	8.05	$	9.48	$	9.19	$	8.97	$	9.70	$	9.64	$	9.24
Low		7.39		6.17		6.06		6.85		7.43		7.67		7.49		6.65
Dividends per share of Ford Common and Class B Stock (b)	$	0.10	$	0.10	$	0.05	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00

__________

(a)	New York Stock Exchange composite interday prices as listed in the price history database available at www.NYSEnet.com.

(b)	On December 15, 2006, we entered into a new secured credit facility which contains a covenant prohibiting us from paying any dividends (other than dividends payable solely in stock) on our Common and Class B Stock, subject to certain limited exceptions. As a result, it is unlikely that we will pay any dividends in the foreseeable future. See Note 15 of the Notes to the Financial Statements for more information regarding the secured credit facility and related covenants.

As of February 11, 2008, stockholders of record of Ford included 163,689 holders of Common Stock (which number does not include 1,395 former holders of old Ford Common Stock who have not yet tendered their shares pursuant to our recapitalization, known as the Value Enhancement Plan, which became effective on August 9, 2000) and 93 holders of Class B Stock.

On December 7, 2007, we issued an aggregate of 62,000,761 shares of Ford Common Stock, par value $0.01 per share, in exchange for $441,991,000 principal amount of our 6⅜% Debentures due February 1, 2029 and $124,943,000 principal amount of our 6⅝% Debentures due October 1, 2028, beneficially owned by an institutional holder of the Debentures. We did not receive any cash proceeds as a result of the exchange of Ford Common Stock for the Debentures, which Debentures have been retired and cancelled. The shares of Ford Common Stock were issued 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 offer constituted an exchange with an existing holder of our securities and no commission or other remuneration was paid to any party for soliciting such exchange.

During the fourth quarter of 2007, we purchased shares of our Common Stock as follows:

Period

Total Number of Shares Purchased*

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

Oct. 1, 2007 through Oct. 31, 2007

–

N/A

–

Nov. 1, 2007 through Nov. 30, 2007

1,540

7.90

–

Dec. 1, 2007 through Dec. 31, 2007

6,787

6.70

–

Total/Average

8,327

6.92

–

________

*	We currently do not have a publicly announced repurchase program in place. The 8,327 shares purchased were acquired from our employees or directors in accordance with our various compensation plans as a result of share withholdings to pay income taxes with respect to: (i) the lapse of restrictions on restricted stock; (ii) the issuance of unrestricted stock, including issuances as a result of the conversion of restricted stock equivalents; or (iii) to pay the exercise price and related income taxes with respect to certain exercises of stock options.

**	No publicly announced repurchase program in place.

ITEM 6. Selected Financial Data

The following table sets forth selected financial data for each of the last five years (dollar amounts in millions, except per share amounts).

	2007			2006			2005			2004			2003
SUMMARY OF OPERATIONS
Total Company
Sales and revenues	$	172,455		$	160,065		$	176,835		$	172,255		$	166,040

Income/(Loss) before income taxes	$	(3,746	)	$	(15,074	)	$	1,054		$	4,087		$	893
Provision/(Credit) for income taxes		(1,294	)		(2,655	)		(855	)		634			(54	)
Minority interests in net income of subsidiaries		312			210			280			282			314
Income/(Loss) from continuing operations		(2,764	)		(12,629	)		1,629			3,171			633
Income/(Loss) from discontinued operations		41			16			62			(133	)		(130	)
Cumulative effects of change in accounting principle		—			—			(251	)		—			(264	)
Net income/(loss)	$	(2,723	)	$	(12,613	)	$	1,440		$	3,038		$	239

Automotive Sector
Sales	$	154,379		$	143,249		$	153,413		$	147,058		$	139,378
Operating income/(loss)		(4,268	)		(17,944	)		(4,211	)		(221	)		(1,056	)
Income/(Loss) before income taxes		(4,970	)		(17,040	)		(3,899	)		(200	)		(1,408	)

Financial Services Sector
Revenues	$	18,076		$	16,816		$	23,422		$	25,197		$	26,662
Income/(Loss) before income taxes		1,224			1,966			4,953			4,287			2,301

Total Company Data Per Share of Common and Class B Stock
Basic:
Income/(Loss) from continuing operations	$	(1.40	)	$	(6.73	)	$	0.88		$	1.74		$	0.34
Income/(Loss) from discontinued operations		0.02			0.01			0.04			(0.08	)		(0.07	)
Cumulative effects of change in accounting principle		—			—			(0.14	)		—			(0.14	)
Net income/(loss)	$	(1.38	)	$	(6.72	)	$	0.78		$	1.66		$	0.13
Diluted:
Income/(Loss) from continuing operations	$	(1.40	)	$	(6.73	)	$	0.86		$	1.59		$	0.34
Income/(Loss) from discontinued/held-for-sale operations		0.02			0.01			0.03			(0.07	)		(0.07	)
Cumulative effects of change in accounting principle		—			—			(0.12	)		—			(0.14	)
Net income/(loss)	$	(1.38	)	$	(6.72	)	$	0.77		$	1.52		$	0.13
Cash dividends	$	—		$	0.25		$	0.40		$	0.40		$	0.40

Common Stock price range (NYSE Composite)
High	$	9.70		$	9.48		$	14.75		$	17.34		$	17.33
Low		6.65			6.06			7.57			12.61			6.58
Average number of shares of Ford Common and Class B Stock outstanding (in millions)		1,979			1,879			1,846			1,830			1,832

SECTOR BALANCE SHEET DATA AT YEAR-END
Assets
Automotive sector	$	118,489		$	122,634		$	113,825		$	113,251		$	111,208
Financial Services sector		169,261			169,691			162,194			189,188			195,509
Intersector elimination		(2,023	)		(1,467	)		(83	)		(2,753	)		(3,356	)
Total assets	$	285,727		$	290,858		$	275,936		$	299,686		$	303,361

Long-term Debt
Automotive sector	$	25,777		$	28,512		$	16,896		$	17,245		$	18,752
Financial Services sector		114,478			115,859			103,080			112,080			123,655
Total long-term debt	$	140,255		$	144,371		$	119,976		$	129,325		$	142,407

Stockholders' Equity	$	5,628		$	(3,465	)	$	13,442		$	17,437		$	13,459

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Generation of Revenue, Income and Cash

Our Automotive sector's revenue, income, and cash are generated primarily from sales of vehicles to our dealers and distributors (i.e., our customers). Vehicles we produce generally are subject to firm orders from our customers and are deemed sold (with the proceeds from such sale recognized in revenue) immediately after they are produced and shipped or delivered to our customers. This is not the case, however, with respect to vehicles produced for sale to daily rental car companies that are subject to a guaranteed repurchase option or vehicles produced for use in our own fleet (including management evaluation vehicles). Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option are accounted for as operating leases, with lease revenue and profits recognized over the term of the lease. When we sell the vehicle at auction, we recognize a gain or loss on the difference, if any, between actual auction value and the projected auction value. In addition, revenue for finished vehicles we sell to customers or vehicle modifiers on consignment is not recognized until the vehicle is sold to the ultimate customer. Therefore, except for the impact of the daily rental units sold subject to a guaranteed repurchase option, those units placed into our own fleet, and those units for which recognition of revenue is otherwise deferred, wholesale volumes to our customers and revenue from such sales are closely linked with our production.

Most of the vehicles sold by us to our dealers and distributors are financed at wholesale by Ford Credit. Upon Ford Credit originating the wholesale receivable related to a dealer's purchase of a vehicle, Ford Credit pays cash to the relevant legal entity in our Automotive sector in payment of the dealer's obligation for the purchase price of the vehicle. The dealer then pays the wholesale finance receivable when it sells the vehicle to a retail customer.

Our Financial Services sector's revenue is generated primarily from interest on finance receivables, net of certain deferred origination costs that are included as a reduction of financing revenue, and such revenue is recognized over the term of the receivable using the interest method. Also, revenue from operating leases, net of certain deferred origination costs, is recognized on a straight-line basis over the term of the lease. Income is generated to the extent revenues exceed expenses, most of which are interest, depreciation and operating expenses.

Transactions between our Automotive and Financial Services sectors occur in the ordinary course of business. For example, Ford Credit receives interest supplements and other support cost payments from the Automotive sector in connection with special-rate vehicle financing and leasing programs that we sponsor. Ford Credit records these payments as revenue, and, for contracts purchased prior to 2008, our Automotive sector made the related cash payments, over the expected life of the related finance receivable or operating lease. Effective January 1, 2008, to reduce ongoing Automotive obligations to Ford Credit and to be consistent with general industry practice, we began paying interest supplements and residual value support to Ford Credit on an upfront, lump-sum basis at the time Ford Credit purchases eligible contracts from dealers. See Note 1 of the Notes to the Financial Statements for a more detailed discussion of transactions and payments between our Automotive and Financial Services sectors. The Automotive sector records the estimated costs of marketing incentives, including dealer and retail customer cash payments (e.g., rebates) and costs of special rate financing and leasing programs, as a reduction to revenue. These reductions to revenue are accrued at the later of the date the related vehicle sales to the dealer are recorded or at the date the incentive program is both approved and communicated.

Key Economic Factors and Trends Affecting the Automotive Industry

Excess Capacity. According to CSM Worldwide, an automotive research firm, in 2007 the estimated automotive industry global production capacity for light vehicles (about 85.4 million units) exceeded global production by about 16.8 million units. In North America and Europe, the two regions where the majority of revenue and profits are earned in the industry, excess capacity was an estimated 17% and 11%, respectively. According to production capacity data projected by CSM Worldwide, significant global excess capacity conditions could continue for several more years at an average of 18.4 million units per year during the 2008-2014 period.

Pricing Pressure. Excess capacity, coupled with a proliferation of new products being introduced in key segments by the industry, will keep pressure on manufacturers' ability to increase prices on their products. In addition, the incremental new U.S. manufacturing capacity of Japanese and Korean manufacturers in recent years has contributed, and is likely to continue to contribute, to the severe pricing pressure in that market. For example, in 2006, Toyota completed construction of an assembly plant in Texas that is capable of producing 150,000 full-size pickup trucks annually as of 2007, and is projected to be able to produce 200,000 full-size pick-up trucks beginning in 2008, according to CSM Worldwide. The reduction of real prices for similarly contented vehicles in the United States has become more pronounced since the late 1990s, and we expect that a challenging pricing environment will continue for some time to come. In addition, the relative weakness of the Japanese yen against the U.S. dollar, and more substantially against the euro, contributes to Japanese vehicle manufacturers' significant cost advantage, especially on exports from Japan to these markets. In Europe, the automotive industry also has experienced intense pricing pressure for several years, exacerbated in recent years by the Block Exemption Regulation discussed in "Item 1. Business - Automotive Sector."

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Consumer Spending Trends. We expect, however, that a decline in or the inability to increase vehicle prices could be offset at least in part by the long-term trend of consumers' propensity to purchase higher-end, more expensive vehicles and/or vehicles with more features. In the United States, for example, consumers in the highest income brackets are buying more often and are more frequently buying upscale.

Emerging markets will also contribute an increasing share of global industry volume and revenue, as growth in wholesales (i.e., volume) will be greatest in emerging markets in the next decade. We believe, however, the mature automotive markets (e.g., North America, Western Europe, and Japan) will continue to be a significant driver of global industry revenue growth.

Health Care Expenses. In 2007, our health care expenses (excluding special items) for U.S. employees, retirees, and their dependents were $2.2 billion, with about $1.2 billion for postretirement health care and the balance for active employee health care and other retiree expense.

For 2008, our trend assumptions for U.S. health care costs include an initial trend rate of three percent. Over the long term, our steady-state trend rate assumption is five percent, reached in 2011; in any given year, however, the rate could be higher or lower. These assumptions reflect our ongoing focus on health care cost control (including eligibility management, employee education and wellness programs, competitive sourcing, and employee cost sharing) and an assessment of likely long-term trends. They do not include the impact of the recent Memorandum of Understanding with the UAW relating to retiree health care, discussed in detail in this Overview.

Commodity and Energy Price Increases. Commodity prices, particularly for steel and resins (which are our two largest commodity exposures and among the most difficult to hedge), have continued to increase during a period of strong global demand for these materials. In addition, energy prices also continued to increase significantly in 2007. In particular, gasoline prices in the United States rose to levels over $3.00 per gallon during 2007. Although prices have moderated somewhat, they are expected to remain at high levels. This has had an adverse effect on the demand for traditional full- and medium-sized SUVs and trucks in the United States.

Currency Exchange Rate Volatility. The U.S. dollar has depreciated against most major currencies since 2002. This created downward margin pressure on auto manufacturers that have U.S. dollar revenue with foreign currency cost. Because we produce vehicles in Europe (e.g., Jaguar, Land Rover, and Volvo models) for sale in the United States and produce components in Europe (e.g., engines) for use in some of our North American vehicles, we experienced margin pressure. Although this pressure was offset partially by gains on foreign exchange derivatives, this offset declines over time due to the expiration of favorable hedges previously put in place. We, like many other automotive manufacturers with sales in the United States and costs in foreign currencies, are not always able to price for depreciation of the U.S. dollar due to the extremely competitive pricing environment in the United States.

Other Economic Factors. Additional factors have recently affected the performance of the automotive industry. In the United States, 2007 was a period of a significant contraction in the housing market. As a result, spending on new residential construction declined by 16.9% (after inflation). This adjustment had two effects on automotive sales and revenue – directly, through its adverse effect on GDP growth, and as a contributing factor to potential softer demand for truck sales. Both of these factors may continue to contribute to lower light vehicle sales in the United States. In addition, during the second half of 2007, the United States experienced a subprime mortgage contraction that resulted in an associated contraction throughout the world in other types of credit market activity, which impacted adversely certain of Ford Credit's capital market funding activities. The contraction of credit market activity appears to be continuing into 2008, which could result in higher costs of capital and generally reduced economic activity.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Emissions Standards for Medium and Heavy Trucks. New, more stringent U.S. regulatory requirements for truck emissions took effect on January 1, 2007, which increased the cost primarily of diesel engines used in medium and heavy trucks. These standards did not apply to vehicles purchased prior to the implementation of the new regulations. As a result, sales of medium and heavy trucks were elevated in 2006 as buyers pulled ahead orders that they would otherwise have made at a later date. The payback from this pull-ahead demand, which may continue into 2008, contributed to a 30% year over year decline in sales of medium and heavy trucks in 2007.

Trends and Strategies

The global automotive marketplace has become increasingly fragmented and crowded, and we anticipate that this trend will continue to accelerate into the future. Anticipating little growth in the overall volume of vehicles sold in North America for the foreseeable future, we expect more manufacturers to offer an increasing number of products in this market. To address this market reality and the factors and trends affecting the automotive industry discussed above, and towards the end of achieving profitable growth in all markets, we have been focusing and continue to focus on the following four key priorities:

Aggressively restructure to operate profitably at the current demand and changing model mix;

Accelerate development of new products our customers want and value;

Finance our plan and improve our balance sheet; and

Work together effectively as one team.

Aggressively Restructure to Operate Profitably at the Current Demand and Changing Model Mix

To compete more effectively in today's global marketplace, and particularly in North America, we have been executing a plan to restructure aggressively our Automotive business to address the realities of lower demand, higher fuel prices and the shifting model mix from trucks and large SUVs to more fuel-efficient vehicles.

On January 23, 2006, we announced a major business improvement plan for our North American Automotive operations, which we referred to as the Way Forward plan. On September 15, 2006, responding to changing facts and circumstances, we announced an acceleration of this plan, including actions designed to further reduce operating costs and increase the flow of new products. Key elements of our plan to restructure aggressively our Automotive business include the following:

Personnel reductions

To contribute to our goal of reducing annual North America operating costs by about $5 billion by the end of 2008 as compared with 2005, over the last two years we have reduced by about 46,300 the employment levels in our Ford North America business unit. At December 31, 2007, our Ford North America business unit had approximately 23,700 salaried employees and 64,000 hourly about employees (including 6,100 working at our ACH facilities), compared with approximately 34,500 salaried employees and 99,500 hourly employees (including 13,900 working at our ACH facilities) at December 31, 2005. Most of these reductions were the result of offers of early retirement or separation packages to U.S. employees, including Ford employees at our ACH plants.

Although we have achieved our previously announced goal to operate with between 55,000 to 60,000 hourly non-ACH employees in North America by the end of 2008, we have embarked on additional personnel reduction actions, as announced on January 24, 2008, to achieve even lower hourly employment levels in North America. With the UAW, we are implementing an additional enterprise-wide buyout program in two phases:

The first phase is applicable to UAW-represented employees at select closed facilities (i.e., the Atlanta, St. Louis, Edison (NJ) and Norfolk Assembly Plants), with buyout offers running from January 22, 2008 to February 25, 2008. Employees who accept these offers generally will be separated by March 1, 2008.

The second phase is applicable to all other UAW-represented employees, with buyout offers being made from February 19, 2008 to March 18, 2008. Employees who accept these offers will be separated beginning April 1, 2008, with most separations completed by June 30, 2008 and all completed by year-end 2008.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Capacity alignment

We also have reduced and realigned our vehicle assembly capacity to bring it more in line with demand and shifting customer preferences. There are several ways to measure our vehicle assembly capacity, two of which are installed capacity and manned capacity. Installed capacity refers to the physical capability of the plant and equipment to assemble vehicles if fully manned. Manned capacity refers to the degree to which the installed capacity has been staffed. In addition, in North America there generally exists the capability to work overtime or schedule downtime to adjust the manned capacity in the short term to match sales.

Since year-end 2005, we have reduced our North American manned capacity from 3.6 million units to 2.9 million units. Reducing our manned capacity in this manner allows us to achieve major cost savings and coordinates plant closures with planned product changes, which we believe is the best economic approach. We plan to reduce our manned capacity in North America by the end of the decade so that it closely matches projected sales of Ford, Lincoln and Mercury units.

As part of this reduction, we have closed or announced plans to close the following North American manufacturing facilities:

CLOSED:

Atlanta Assembly Plant (closed in 2006);

Essex Engine Plant (closed in 2007);

Maumee Stamping Plant (closed in 2007);

Norfolk Assembly Plant (closed in 2007);

St. Louis Assembly Plant (closed in 2006);

Windsor Casting Plant (idled in 2007); and

Wixom Assembly Plant (closed in 2007).

TO BE CLOSED:

Batavia Transmission Plant (to be closed in 2008);

Twin Cities Assembly Plant (to be closed in 2009); and

Cleveland Casting Plant (to be closed in 2010).

Additionally, we have sold or closed the ACH plants listed below, and plan to sell or close essentially all of the 11 remaining ACH plants by the end of 2008:

Chesterfield (Michigan) Trim Plant, which produced seat foam, closed in 2006;

Kansas City Regional Assembly, which performed final assembly of instrument panels, closed in 2006;

El Jarudo (Mexico), which produced automotive fuel rails, was sold in 2007; and

Converca (Mexico), which produced power transfer units, was sold in 2007.

New UAW Collective Bargaining Agreement

On November 3, 2007, we agreed in principle with the UAW on a new, four-year collective bargaining agreement ("CBA") and a separate memorandum of understanding relating to retiree health care benefits ("MOU", and together with the CBA, "Agreements"). The Agreements were ratified by our UAW-represented employees on November 14, 2007. The MOU is subject to several additional conditions, including court approval of a final settlement agreement and satisfactory accounting treatment of the retiree health care benefits obligation.

The Agreements will enable us to increase our competitiveness in the United States through reduced retiree health care costs, more competitive wages and benefits, and improved operational flexibility. Following are some of the significant terms of the Agreements.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Retiree Health Care Benefits. Pursuant to the MOU, we agreed with the UAW to permanently shift responsibility for providing retiree health care benefits for current and former UAW-represented employees (measured at $20.2 billion on our December 31, 2007 balance sheet) from the Company to a new retiree plan funded by a new independent Voluntary Employee Benefit Association Trust ("New VEBA"). The effective date of the MOU is anticipated to occur in the third quarter of 2008. This date is subject to, among other conditions, federal district court approval of the final settlement agreement relating to the MOU and SEC pre-clearance of the accounting treatment of the New VEBA and our retiree health care obligation. Implementation of the final settlement agreement relating to the MOU will not occur until the later of January 1, 2010 or exhaustion of any appeals to district court approval.

As part of the MOU, we established a Temporary Asset Account ("TAA") as of January 1, 2008 for purposes of segregating assets that will be transferred to the New VEBA. We are obligated to transfer the following assets to the TAA:

cash of $2.73 billion, which we contributed to the TAA in January 2008;

a $3 billion principal amount secured note, which will bear interest from January 1, 2008 at 9.5% per annum, mature on January 1, 2018, and be secured on a second-lien basis with the collateral we have pledged as part of our secured Credit Agreement;

a $3.3 billion principal amount convertible note, which will bear interest from January 1, 2008 at 5.75% per annum, mature on January 1, 2013, and be convertible into Ford Common Stock at a conversion price of $9.20 per share; and

deferred cash totaling $400 million, which represents the present value amount of 15 annual installment payments of $52.3 million commencing April 1, 2008 (initial payments made to the TAA, and remaining payments made directly to the New VEBA).

TAA assets together with any earnings thereon, and the assets of our existing internal health care VEBA ($3.74 billion at December 31, 2007) together with any earnings thereon, will be transferred to the New VEBA upon implementation of the final settlement agreement.

In addition to the foregoing payments to fund the New VEBA, we are obligated to continue to make payments for ongoing retiree health care costs during 2008 and 2009, which are estimated at a total present value of about $2.3 billion.

If and when the MOU is fully implemented, the financial impact of shifting to the New VEBA our obligations to provide retiree health care benefits for our current and former UAW-represented employees is estimated to be an improvement in our ongoing annual net cash flow of about $1 billion and (subject to final valuation assumptions) a reduction in our ongoing annual health care expense of about $2 billion.

Pension Enhancements. As part of the CBA, we agreed to enhance certain pension benefits for current and former UAW-represented employees. These enhancements include, but are not limited to, increases in the basic monthly pension benefit for both current and future retirees of $2.00 and $2.65, respectively, per year of credited service, and lump-sum payments to current retirees of up to $700 per year over the term of the CBA. These enhancements increased our pension benefit obligation for current and former UAW-represented employees by $1.6 billion at December 31, 2007.

Entry-Level Wage Structure. Certain newly-hired UAW-represented hourly employees (not to exceed at any time 20% of the total number of our UAW-represented employees, subject to certain exceptions discussed below) would have wage and benefit levels below those we are currently paying existing UAW-represented employees. These entry-level wage and benefit levels would be in the range of $26 to $31 per hour, which is about 50% of current levels (excluding retiree health care benefit costs), and are intended to be competitive with those provided by Japanese-based manufacturers to employees at their U.S. plants. In the event that the 20% limitation is reached, employees at entry-level wages could be elevated to the then-current traditional UAW wage level; importantly, however, the benefits (including cash balance pension benefits and defined contribution health care benefits) would remain unchanged for these elevated employees. In any event, neither entry-level employees hired into our Rawsonville or Sterling component plants, nor any entry-level employees hired to perform work in our facilities that was previously outsourced to suppliers but which is being brought back into our facilities from suppliers (i.e., "insourced"), will be counted against the 20% limitation.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Job Security. Our obligation to pay substantially full wages and benefits to idled UAW-represented employees ("Jobs Bank Benefits") continues, unless within two years from the date of the new CBA we offer an employee one job (in the case of employees at an idled facility) or two jobs (in the case of any other employee) at other Ford facilities and that employee declines to accept the other employment at the other facility or facilities. If these conditions are not met within the two-year period ending in November 2009, the employee will be entitled to receive Jobs Bank Benefits for the duration of the term of the current CBA until one additional alternate job offer is made.

Plant Closures. As part of our Way Forward plan, we announced plans to idle 16 North American manufacturing facilities by the end of 2012. As part of the Agreements, certain facilities that we had planned to idle will remain open, and we agreed not to close or sell any additional U.S. plants – beyond the manufacturing plants and ACH facilities (described above) that we had previously announced would be closed or sold – during the four-year term of the CBA.

Bonuses to UAW-Represented Hourly Employees. We agreed to provide a lump-sum