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Ford Motor Company (NYSE:F)

2013 Annual Meeting of Shareholders Conference Call

May 9, 2013 8:30 am ET

Executives

William Clay Ford, Jr. – Executive Chairman

Alan Mulally – President and Chief Executive Officer

Bradley Gayton – Corporate Secretary and Assistant General Counsel

David G. Leitch – Group Vice President and General Counsel

Robert L. Shanks – Executive Vice President and Chief Financial Officer

William Clay Ford Jr.

Well, good morning and welcome. I am Bill Ford, Chairman of your Board of Directors, and it’s my privilege to call to order our 58th Annual Meeting of Shareholders. I want to welcome the shareholders who have joined us in Wilmington, as well as those listening on the Internet, and on the investor phone bridge. We’re glad you could all be here.

At this time, I’d like to introduce the company officers here on stage with me. On my right, not that he needs any introduction is the CEO and President, Alan Mulally. On Alan’s right is Bob Shanks, Executive Vice President and CFO. On my left is Bradley Gayton, our Corporate Secretary; and next to Bradley is David Leitch, Group Vice President and General Counsel.

Now, in addition to Alan and me, the other nominees for the Board of Directors that was all with us today except for John Thronton, and they’re seated in the front two rows. And I’d like to thank the Board for all their efforts on our behalf.

And I’d specially like to recognize and thank Irv Hockaday, who retired this year, and therefore isn’t standing for reelection. Irv was our lead director through some of our most difficult years, and his leadership of our Board really kept our Board together, kept our Board focused, and allowed us to emerge as a stronger company. So I think I can speak on behalf of the entire Board of Directors and simply say, well I’m going to miss her very much.

Okay, now let’s take care of the business of the meeting. The agenda was given out as you came in this morning. And I’d like to follow it, so as many shareholders as possible have an opportunity to speak.

So let’s start with the matters that we voted on. Once these matters have been presented, I’ll open the polls for voting. For those of you who wish to vote in person, please turn in your ballots, the polls will then be closed. And after we’ve completed the voting, I’ll report on the state of our business and Alan will outline for you our one forward plan to continue moving the company forward.

After Alan’s remarks, I’ll open the meeting for general discussion including any questions you might have. If you have any questions or comments there are two mikes, one and two that are available. At all cases, the attendants will introduce you. And I want to give as many people as possible chance to speak and we do have a limited amount of time. So accordingly, anyone who has a question or comment during the presentation of the proposal will be limited to one question or comment and two minutes of speaking time. Shareholders who have proposals or proxy table will be given three minutes to speak in support of their proposal. Also any individual shareholder will be limited to a total of six minutes of speaking time for the entire meeting including comments on the proposal, when speaking shareholders will hear this tone when their time is up. At which point, you should immediately conclude your remarks.

Unidentified Company Representative

I think that applies to you and me.

Question-and-Answer Session

William Clay Ford, Jr.

Officers of Computershare Trust Company have been appointed as Inspectors of Election for this meeting after we finish discussing the matters to be voted upon, those of you who wish to vote your shares here at the meeting may do so using the ballots that were distributed when you arrive. Okay, so now let’s get to the proposal. Proposal one, election of Directors. The first side, we vote upon is the election of directors. The 15 directors who have been designated by the Board of Directors that candidates for elections as shown in the proxy statement. We are all members of the current board. [Bradley] we make the nomination please.

Unidentified Company Representative

Certainly Bill, I nominate as directors, the nominees named in our proxy statement.

William Clay Ford, Jr.

Thank you. Is there anyone who would like to discuss the nominations? Okay let’s move to proposal two, which is ratifying the selection by the water committee of PricewaterhouseCoopers as the independent register public accounting firm to audit the company’s book for 2013. Joining us today is Sharad Jain, PWC's 2013 Global Audit Engagement partner for Ford. Mr. Jain, will you please stand? Thank you.

Now Bradley, will you please move Proposal 2?

Bradley Gayton

Of course, I move the adoption of the resolution on the proxy statement relating to the ratifying the selection of the independent registered public accounting firm.

William Clay Ford Jr.

The Board of Directors recommend a vote for this proposal. Is there any discussion regarding this motion or any questions for the auditor?

Okay. We'll move on Proposal 3, which relates to a shareholder advisory vote to approve the compensation of named executives as disclosed in the proxy statement. We think they closely align the interest of our executives with yours. Our compensation programs are designed to reward executives for the achievement of short and long-term strategic and operational goals while avoiding unnecessary or excessive risk taking. Our more detailed reasons in support of the proposal are set out in our proxy statement.

Bradley, will you please move Proposal 3?

Bradley Gayton

Of course, I move the adoption of the resolution in the proxy statement related to the approval on an advisory basis for the compensation of named executives as disclosed in the Company's proxy statement.

William Clay Ford Jr.

Thanks, Bradley. The Board of Directors recommends a vote for this proposal. Is there any discussion regarding this notion?

Okay. Let’s move onto Proposal 4, which relates to the re-approval of the terms of the Company’s annual incentive compensation plan. At the 1998, 2003, 2008 annual meetings you approved the key terms of the plan under which the annual incentive awards could be granted to certain company executives. Every five years the key terms of the plan must be re-approved by you in order to permit the company to continue to deduct certain compensation paid to executives for federal income tax purposes. Bradley, will you please move to Proposal 4.

Bradley Gayton

I move the adoption of the resolution in the proxy statement related to the approval of the terms of the annual and incentive compensation plan.

William Clay Ford Jr.

Thank you. The Board of Directors recommends a vote for this proposal during discussion regarding this notion?

Okay. We now move onto Proposal 5, which relates to the approval of terms of the company’s 2008 long-term incentive plan. At the 2008 annual meeting you approved the long-term incentive plan which allows to the company to grant stock options, performance units, and other stock based awards. The Board supports the 2008 plan for the reason set forth in detail in the proxy statement. Your re-approval of the key terms of the plan is necessary to permit the company to deduct certain compensation paid to executives for federal income tax purposes. Bradley, will you please move to Proposal 5.

Bradley Gayton

Certainly. I move the adoption of the resolution in the proxy statement related to the approval of the 2008 long-term incentive plan.

William Clay Ford Jr.

Thank you. Any discussion on Proposal 5. Okay, we now proceed to Proposal 6, which relates to the approval of the tax benefit preservation plan. We are seeking your approval of this proposal to help protect the company’s tax assets. You initially approved the tax benefit preservation plan at the 2010 annual meeting. The Board of Directors approved an extension of the plan until September 30, 2015 in order to protect the company’s tax asset. Through the year 2012, we had tax attributes that would offset approximately $14.7 billion of taxable income. Our use of these valuable tax assets could be substantially limited if there were an ownership change as defined by IRS rules and this plan reduces those risks. Our detailed reasons for this proposal are set out in a proxy statement. Bradley we please move to Proposal 6?

Bradley Gayton

I move the adoption and resolution in the proxy statement related to the tax benefit preservation plan.

William Clay Ford Jr.

Thank you. The Board recommends about Ford’s proposal. Is there any discussion? Okay we will now proceed to Proposal 7, which requests that the Board takes steps to adopt the recapitalization plan to provide for all the company stock to have one Board for share. The Board recommends the vote against proposal 7, for the reasons set out in our proxy statement. The proposal maybe presented at this time. Number 2.

Unidentified Company Representative

Mr. Chairman, I would like to introduce Mr. [Joe Baker], a shareholder from Mississippi, who wishes to comment on this proposal.

Unidentified Analyst

Thank you.

William Clay Ford Jr.

Good morning Mr. Baker it’s nice to see you here.

Unidentified Analyst

Morning sir. It’s a pleasure to be here. All stockholders they involve amount of the Ford Motor company, involve one of the Ford family to Class B stock. I think is a very, very important ingredient and first of all providing automobiles that people like my family like to drive. Secondly, my family and I until January of this year owned 14,000 shares of Ford preferred stock, no vote on any other preferred shares. We bought that stock because we need it to have income in our retirement account, our IRR accounts. And we had to switch to a different company after Ford purchased stock back, but I agree with Ford’s point of view and buying it back. They didn’t need to pay Joe Baker 7.5% for money. Their reputation is much better than that.

This will be the 150th year since the birth of Henry Ford, and the genius that put together Ford Motor Company, brought the highest increase in standard of living not only for Americans, but for around the world. Ford build an affordable, durable car for roads that were off lots of time, and the genes are the legacy of the Ford family is well known and well felt in the Ford family. My wife, just a few days before the preferred stock was bought back, bought a new Ford Fusion. Like Fords we bought the four and Mercury and Lincolns in the family.

The Ford offered what my wife needed in an automobile and there are lots of options, which are good to have, but we bought the ones that were important to us and didn’t buy the ones that were not important to us. One of the small items that Ford kept that my wife deeply appreciates is the trunk net. We’ve had trunk nets in Ford products for long time. She likes to go to grocery store, buy tomatoes and not have ketchup by the time she gets home. Thank you very much.

William Clay Ford Jr.

Thank you, Mr. Baker, and please thank your wife for buying the Fusion. That’s terrific and I am glad you mentioned Henry Ford’s 150 this would have been 150th birthday this year. And I think the legacy that he left behind for all of us continues to inspire us to this day. So, thank you for mentioning that. Yes, number one.

Unidentified Company Representative

Mr. Chairman I would like to introduce Mr. Brendon Shaw a shareholder from Delaware who wish to comment on the proposal.

William Clay Ford Jr.

Sure.

Unidentified Analyst

Good morning.

William Clay Ford Jr.

Good morning.

Unidentified Analyst

I’m actually speaking on behalf of Sheldon Family, so it’s going to. Sure, thank you. Shareholders request that our board take steps to adopt recapitalization plan for all of Ford’s outstanding stock to have one vote per share. This will include all practical step including encouragement and negotiation with Ford family shareholders to request that they relinquish any preexisting rights.

This proposal is not intended to unnecessarily limit our board’s judgment in crafting the request of change in accordance with applicable laws and existing contracts. Ford family shares are allowed 16 votes per share, compared to the 1 vote per share for regular shareholders. This dual class voting stock reduces accountability by allowing corporate control who retained by insiders disproportionately to their money at risk.

This proposal topic in 2011 won the all time highest support for any Ford shareholder proposal, more than 14 billion vote. This proposal topic is believed to have received more than 50% of the independent vote of the non-Family stock. The Council of Institutional Investors is calling for stock exchanges to adjust a complaint it has had for decades, shares with unequal voting rights.

The council and its members manage 3 trillion of assets at NASDAQ and the New York Stock Exchange, Euronext, to stock listing companies that offered dual share classes. The effort is a new approach to curb the structure is criticized for years as unfair and harmful for long-term stock returns. This is something that can be fixed and should be fixed by the exchanges (inaudible) the council’s Executive Director.

Two shares are not right just on principle, and in some cases it can cause significant value destruction as a group the company’s underperforms as (inaudible). Without an equal voice shareholders cannot hold management accountable please note to protect shareholders value? Thank you very much (inaudible)

Unidentified Company Representative

Thank you. Any other discussion on this proposal.

Okay let’s got to Proposal 8 which request the companies bylaws or other governing documents be amended to permit the holders of 10% of common stock to call special shareholder meeting, the Board of Directors recommend to vote against Proposal 8 for the reasons set forth in our proxy statement. The proposal maybe presented at this time, and I see microphone one is a good one fund one is with on

Operator

Mr. Chairman I would like to again introduce you to Mr. (inaudible) a shareholder from Delaware, wishes to comment on under performance?

Unidentified Company Representative

Great thank you. Good morning (inaudible)

William Clay Ford Jr.

Good morning. Again I’m speaking on behalf of Mr. (inaudible) shareholders ask the Board to take the step necessary unilaterally to amend our bylaws and each appropriate governing document to give shareholders of 10% of our outstanding common stock, the power to call a special shareowner meeting. This includes that such bylaw and/or charter text will not have any exclusionary or prohibited language in regarding to calling a special meeting that apply only to shareowners, but not to management and/or as Board this proposals does not impact our both current power to cause special meeting. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between Annual Meeting. Shareowner input on the timing of shareowner meeting is especially important when events unfold quickly and issues may become moved by the next Annual Meeting. This proposal topic won more than 60% support at CVS, Sprint and Safeway.

This proposal also should be evaluated in the context of our companies overall corporate governance as supporting 2012. The GMI ratings an independent investment research firm, rated for D with high governance risk, high concern and director of obligations, high concern in takeover defenses, and high concern in executive pay. GMI ratings stated high level of executive pay, not sufficiently weighs the company performance, there is too much reliance on market price, stock options, which can be awarded with site, which award executive due to rising market alone, regardless of an executives job performance.

Our CEO and Chairman have received 58 million and 42 million respectively on divesting of a secured stock. Please listen to these examples that Ford’s need to improve on its corporate governance, please vote to protect shareholder value preferably. Thank you.

Unidentified Company Representative

Thank you, Mr. Shell. Any comments on proposal 8, okay, so now we cover each of the proposal listed in the proxy statement and we can move on to the voting and now the polls are open. If you mailed in a proxy or voted over the telephone or by Internet, you don’t need to vote here, unless you wish to change your vote. To vote your shares here at the meeting, please use the ballot that was given to you when you arrive. If you don't have a ballot, please raise your hand and an usher will give you one. And the ushers have pencils for those who need them. Anyone who would like a ballot or a pencil who doesn’t have one, please keep your hand up so the ushers can get one to you.

If you wish to vote against a particular nominee, you should cross out that name on the ballot. Please cast your ballots now and hand them to the usher. If you hold your shares in street name that is to a broker or bank, please submit your legal proxy along with your ballot, so that your votes can be counted.

Is there anyone who hasn't cast a ballot yet, who wants to? Have all the ballots been collected? Okay, it’s hard to see back there. Great thank you. Thanks very much. So now I declare the polls closed. I want to thank everyone who presented or discussed a proposal.

And now I would like report on the state of business. Our company was solidly profitable last year as we have been since 2010, to fulfill our goal as profitable growth, we continue to invest in our operations around the world. We’re also building the solid foundation by proactively paying down our debt.

Despite economic uncertainty in markets outside the United States, we expect 2013 will be another strong year for our company. We continue to leverage our global platform to produce vehicles that are best-in-class in quality, fuel economy, safety and technology. These vehicles will help us toward our goals of increased global sales and market share. They’ll also help us fulfill our commitment to reducing our environmental impact.

In 2012, we offered fuel saving technologies across a full-line of vehicles. We also made a strong move into the electrified vehicle market, offering a variety of hybrid, plug-in hybrid and fuel electric vehicles. The range of vehicle choices made it easier for our customers to embrace these fuel saving technologies.

Looking ahead, we’re intensifying our efforts to be the automotive leader in wire-less communication technology. In a crowded world, vehicles that can communicate with each other and the infrastructure around them will improve safety and reduced traffic congestion.

And this till ensure sustainable, profitable growth as we increased our sales in matured and developing market. On a more personal note, in my 33 years with the company, I can’t remember a time when I’ve been more excited to come to work every morning. We’re building products that our customers love, as we just heard from [Mr. Baker]. We’re growing our business, we’re strengthening our balance sheet and we’re rewarding our shareholders. Our products and our people are contributing to a better world.

I look forward not only to another strong year in 2013, but many more years after that. The future is bright for the Ford Motor Company. And I want to thank all of you, our shareholders for your support over the year. I also like to thank the Ford family for their support as well. Their vision encouraged in difficult time helped us get where we are today. Finally on behalf of all our stockholders, my family and myself, I want to thank Ford employees around the world for the outstanding job they do everyday.

Our employees are led by a superb team of senior executives and that team is headed by a great man, a very good friend of mine, and a terrific leader who sits next to me. So to describe our plan and progress in more detail, please welcome Alan.

Alan R. Mulally

Thank you so much Will and good morning ladies and gentlemen. Ford Motor Company continued on her path to deliver profitable growth in 2012 by following our proven ONE Ford plan despite the ongoing channels in the global marketplace. Along the way we achieved several important milestone including restoring Ford’s investment grade status and reclaiming the Ford Blue Oval, resuming regular dividend payments to our shareholders and achieving 14 straight quarters of operating profit.

In a strong North American market, we set full year records for pretax profit and operating margins. In South America, we are in the middle of launching the new global product lineup. In Europe, we responded challenging economic conditions by beginning a transformational plan to aggressively accelerate our new product roll outs and accelerate our brand and restructure our manufacturing operations.

In Asia Pacific and Africa, we are undertaking unprecedented investment program to grow our business and what is now, the world’s largest automotive market. We remain laser focused on implementing our ONE Ford plan, which is centered on serving customers in all markets around the world with a full family of vehicles, small, medium and large, cars, utilities, and trucks, that offer the best quality, fuel efficiency, safety, smart design, and value. By following this plan, we will continue to build great products, a strong business, and contribute to a better world.

We’re currently with the great products, we launched 25 vehicles and 31 new power trains globally in 2012. We also announced plans to revitalize our Lincoln brand as a Lincoln Motor Company, which will introduce an exciting new line of great luxury vehicles.

The best way to measure the success of our product was sales. And 2012 was a very strong year. It was led by focus, which was the best selling nameplate in the world in 2012, and it gets even better. And Fiesta which was the best selling subcompact car in the world and Ford also was the only brand to have three vehicles among the top 6 best selling vehicles worldwide with the F-Series truck coming as the third best selling global nameplate.

As we build the strong business we achieved a 2012 full-year pre-tax operating profit, excluding special items of $8 million or $1.41 per share. We delivered record results of $8.3 billion in North America, continued solid performance for a forward credit of $1.7 billion, positive results in South America and continued investment in Asia Pacific and Africa, and we began our business transformation in Europe. We also strengthened our balance sheet ending 2012 with automotive gross cash of $24.3 billion, and exceeding debt by $10 billion. We also have a strong liquidity position of $34.5 billion, an increase of $2.1 billion over 2011.

In addition, we further strengthen to develop our leadership team by announcing the employment of our Chief Operating Officer, our new Chief Financial Officer, our new global product development leader and senior leadership changes for the Americas, Europe, Asia Pacific and our Lincoln brand. Even as we strive to improve our products and enhance our business, we recognize that doing our product to contribute to better world, is at the core of our business.

Ford is going further and our competitors by offering an industry best seven Ford brand, vehicles in the United States that deliver 40 or more miles per gallon, we also have produced 500,000 fuel saving EcoBoost engines in just three years, we also introduced six new electrified vehicles, including hybrid’s, plug-in hybrids, and a pure battery electric vehicles. Serving our communities as another important part of building the better world.

In 2012 25,000 Ford employees and retirees, volunteered more than 115,000 hours at 1,350 projects to help people in their local communities.

Looking ahead, we expect 2013, will be another strong year for the Ford Motor Company with pre-tax operating profit equal to 2012, automotive operating related cash flow higher than 2012 and pre tax profit for Ford credit to be about the same as 2012.

In North America, we expect our strong performance to continue and we anticipate, higher pre tax profits than 2012. We expect results of South America to be about break even in 2013.

As the benefits of new global products will be tempered by the competitive environment and currency risk across the region, they are expected to effect our profits adversely. The Asia Pacific and Africa is expected to be about breakeven in 2013 even as we continue growing volume and revenue are offset by continue strong investment across the region for the future. And in Europe, we’re working to deliver our European transmission plan and we’re on track to return to profitability in Europe by mid decade.

The success of our ONE Ford plan today because its confidence that we will deliver even more progress in the future. Your continued support on our efforts is deeply appreciated. Thank you very much.

Question-and-Answer Session

William Clay Ford Jr.

Well thanks Alan at this point I’d like to open the meeting for general discussion and questions; couple of ground rules. Please limit your questions to matters that related to business of the company. We have people from various part of the company here to assist shareholders with personal matters including those related to employment, product or service issues, financial services, your stock holdings, or suggestions for product innovation.

They are in the lobby today and I have to appreciate if these matters could be taken up directly with those individuals as personal matters, usually inappropriate for this meeting. If you wish to ask a question you should go to the microphone nearest to you, the attendant will introduce you and all questions should be addressed to me. Okay, I think (inaudible) number two is ready first, so right there.

Operator

Mr. Chairman I would like to introduce to you Mr. Hayman a shareholder from Maryland who has a comment about profit outside of the United States.

William Clay Ford Jr.

Thank you

Unidentified Analyst

Good morning yes my name is Roger Hayman. I live in the Washington D.C. metropolitan area. I have 7,500 shares. It was accelerating hearing what you have to say this morning about the company and its products and the products are beautiful and they’re fuel efficient. But I wanted to raise an issue that here we have in the United States the stock market continuing to grow, the economy is continuing to grow and yet and the profits for Ford, I guess wonderful right now in United States or North America but there is an absence of profits throughout the rest of the world, long-term this is not good and I think in some way this reflects on the language and it’s a contributor for the language in stock price and I imagine in time it will correct itself.

What’s happening in China in 2013 each month the sales growth is just normally unbelievable. So I ask this question on the concern and about investments and no return yet in terms of profits outside the U.S. and the second I’d like to make a comment and ask about Lincoln while what happened in April with the MKZ was extraordinary record sales in the history of MKZ.

I think in the Washington D.C. and metropolitan area one of the major mid-Atlantic dealers on the Internet is listening to (inaudible) price just amazing. So it seems to me Ford must have great hope for the future of that resurrection of the Lincoln Motor Company. Could you comment about your concerns of profits?

Unidentified Company Representative

Yes. What I will and I would like to have. Your first point on the languishing stock price. We are actually up 40% since last year’s annual meeting. So we all like to always take it higher but the vehicle performance has been pretty good. I think – disappointed last year, he didn’t get the answer any questions. So, I think I’ll ask Bob to take care of your regional profit question.

Unidentified Company Representative

All right. Thank you. That’s a very, very good question, and as you know, the industry really is a global industry now. And as Alan mentioned in his remarks, Asia Pacific, Africa is now the largest part of the global industry, and so for Ford, doing extremely well in North America, as you pointed out correctly, but a huge opportunity for us, is to take about 45% of our business, which is what is represented by those markets outside of North America, and bring them up to a very strong level of contribution, which is exactly what our plan is, by the time, we get to our mid decade outlook, we expect Europe to be possible, regarding to loss of share about $2 billion, but we had a great plan and we’re on track with that plan to bring that back to profitability, in the case of Asia Pacific, Africa we are investing heavily as you point out correctly.

We’ve got three quarters in a row of small profits, but we’re concerning to see the signs will be a meaningful contribution in the next couple of years or so, and in the case of South America, we actually had profitable for nine years in a row until this past quarter, where we had a loss, which was driven by exchange as well and we’ve got a great plan there to build and bringing to that market, all of our global products, over the next couple of years, and our content of that will get back on track, and there will be a positive contributor as well. So just a little more time, and you are going to see all parts of the company coming quite strongly.

Unidentified Company Representative

Thank you, Bob. I’ll turn it over to Alan for the Lincoln question, but I just like to add for those who have been around a while we can remember when Ford Europe was the engine that really kept the company slope when North America was struggling as well. So I mean, unfortunately, these things seem to go in ways, but and our goal obviously used to, not to be dependent upon one region. But Alan, if you could discuss…

Alan R. Mulally

Very good. I think, your comments about Lincoln, are absolutely right on. And we made a commitment about six years ago, in addition to focusing on the Ford brand as you know to also focus on Lincoln. And our commitment was to make a truly differentiated Lincoln family. We’re going to be having four new Lincoln’s, fully differentiated over the next four years. And our first Lincoln is the MKZ as you pointed out.

In the April sales, we were at 115% year-over-year and to your other point, the consumers absolutely love the vehicle and so we are getting the highest transaction prices to your point. They really value the vehicles. A couple of other neat little points about Lincoln, is that 80% of the consumers that configure the Lincoln’s online are current luxury brand owners and 50% of all the sales are conquest from a luxury brand over to the Lincoln because they prefer Lincoln. And now so we feel like we’re on the right track and we’re really excited about bringing the rest of Lincoln family over the next two or three years.

Unidentified Company Representative

Thanks, Alan.

Alan R. Mulally

And I might just add that we’re going to also introduced it in China and boy, are they ever ready for the Lincoln brand in China.

Unidentified Company Representative

Mr. Chairman, I would like to introduce Mr. Julian Martinez, a shareholder from Virginia, who wishes to thank you.

Julian Martinez

Thank you, Mr. Chairman. My name is Julian Martinez. I represent SER – Jobs for Progress National, a non-profit 501(c)(3) corporation serving the needs of Hispanic Americans, with SER we would like to thank Ford for partnering with us to serve the Hispanic community. SER was organized in 1964, by The League of United Latin American Citizens, an American GI Forum, helps Hispanics to prepare for and find jobs. Currently the spends – consumers are $50 million strong and collectively posses $1.3 trillion in buying them, a figure that makes them the world’s 14th largest economy, but 2015 is bank population is expected to account for nearly one third of the U.S population. Share exports continuing on our partnership with Ford. Thanks again for the community and for allowing me this opportunity to address you.

Just wondering I just wanted to say that Ford even during difficult times always contributed to the community and it’s work many others did and we really are sincere thanks for what you have done.

Unidentified Company Representative

Thank you very much (inaudible) thank you.

Unidentified Company Representative

Well thank you so much, we very much value our partnership with you. And one of the great things about the Ford Motor Company is our employees are amazing in terms of giving back. We – I never forget when I first joined the company, we actually see sign-ups in the hallway for people to go children’s hospitals there is something and they will always over subscribe for adding their names even below the lot of spaces in.

So about 10 years ago, I started something for the volunteered for which allowed our employees to go and make a difference in communities around the world, and as Alan said in his remarks, it’s been hugely embraced by our employees and I think there is just a remarkable growth and thank you for your comments.

Operator

Mr. Chairman, I would like to introduce to you Mr. Y.M.Warnner, a shareholder for Michigan who has a comment about the Ford.

Unidentified Company Representative

Thank you.

Unidentified Analyst

Hey good to see you again.

Unidentified Company Representative

Good to see you Bill.

Unidentified Analyst

Thank you. How long (inaudible) stand somewhere?

Unidentified Company Representative

Yes he is.

Unidentified Analyst

I have a comment, a question and a suggestion, which I would appreciate you to answer question and make a comment on my suggestion. Number one, all I have enjoyed my visit to Wilmington, and (inaudible) region here. I think it’s a bad time and would be helpful, if you would bring back the Annual Meeting to the Detroit. In Detroit, there’s stimulation, I would make it feasible, but more employees, retirees and shareholders to attend the meeting.

My question is, in the year 2012, how much company, what was the amount of contribution made by the Ford fund. And my comment, our suggestion, which I appreciate your commenting on is that during the very hard year, we’re losing a lot of money for this suspended or discontinued, I don’t know, which matching fund to employees that get the educational institutions. As you all know, education is under fire that will give funds, stay funds and local funds have diminished education in their need. And it would be stimulus if your employees and retirees, if their funds and donations, they made were matched by board once again. I think we’re now in a position based on your profit report, to do that and I would help, you would get serious consideration to it. Thank you

Unidentified Company Representative

Great, thank you, it’s great to see you again.

Unidentified Analyst

Thank you.

Unidentified Company Representative

You’re looking well. And so I might have – if I denote the amount of the Ford fund.

Unidentified Company Representative

I’m going to have to make guess, I think it’s about $20 million to $30 million, about $20 million to $30 million broader reach.

Unidentified Company Representative

Yeah. And that the good news is, we’re refurnishing that we, during the difficult years, we still gave through the organizations that we were involved with, but we’re a little worried about going forward. but now we’re – if you’d point out, our profits are, to the point where we’re reinvesting in the Ford front and I’m really proud of the work that they do in the community. And on the (inaudible) anything, any news there?

Unidentified Company Representative

Yeah, no plans to reinstate that at this time.

Unidentified Company Representative

Well we’ll take…

Unidentified Analyst

Well it’s take about…

Unidentified Company Representative

Well, we’ll look at it, Bill It’s there are a lot of different programs that the company if you know supports a lot of Universities and we do a lot of work with schools, grade schools and community. So, we already make education a big priority for us, but we will take a look at this.

Unidentified Analyst

Thank you very much.

Unidentified Company Representative

Thank you. Yes, number one.

Operator

Mr. Chairman, I would like to introduce Ms. Jane Garcia a shareholder from Michigan who has a comment about communities into trade.

Jane Garcia

Mr. Chairman, Mr. President, Board of Directors, my fellow shareholders, I’m Jane Garcia and I’m from Detroit, Michigan, a very great city. Who have seen better days and we’ll see it again, happy birthday to the first Duda Ford, Henry Ford, for who made such an impact on America and the global world and created the middle class for all of us and our people that are enjoying the benefits of it, that’s very important as we say that.

Of course, I’m very committed to Southwest Detroit and I wanted to make sure that if you knew that Jim Bell from the Ford’s fund, it’s so wonderful to accept speaking this year at lesson for the Senior Citizens Sport Centre and provided a new little seven passage or they will come out to take out seniors back and forth to get their medication, it is very important that you know how committed the partners are in Detroit for Ford, yes, and by the way I don’t work for Ford just in case you wanted to ask, somebody asked me about that last time.

One of the things that is so great is the Ford resource engagement center in Mercado in southwest Detroit; it is just so wonderful to see that that part of the city and that part of our community which has had its rough time are coming back by the resource inventing and developing and engaging with the partners in our community to make sure that services are convenient, not only for southwest but for the whole city of Detroit.

(inaudible) I think that is very important that we all know and we all give thanks, [Foreign Language] because like Mr. Berkenes have said before, we had rough times, yes its coming around, but you never forgot and I guess it's just in your DNA, I just never forgot about giving that to the community, so what you see (inaudible) Chairman.

William Clay Ford Jr.

Thank you so much Mrs. Garcia. For those of you who don't know Jen Garcia. She is one of the really bright lights in the city of Detroit. As our city has gone through a lots of challenges which have been nationally written about and talked about, we have a remarkable community that prevails in spite of all the challenges and there is no one more remarkable than Jen Garcia. She is involved in so much that goes on in Detroit, Southwest Detroit is an area that was really not in such great shape and through the efforts of Jane and her group it is coming back, in fact it’s coming back very strongly and so we like to help her out whenever we can, but she's really the engine behind it all and so thank you so much for everything you do for everyone in our region, it’s quite remarkable. Thank you.

Unidentified Company Representative

Mr. Chairman, I would like to introduce to you Mr. James Laufenberg, a share holder from Pennsylvania who has a question about Europe and the infrastructure.

William Clay Ford Jr.

Good morning Mr. Laufenberg

James Laufenberg,

Good morning Mr. Ford. Thank you. I spoke here previously (inaudible) and good morning to Directors and my fellow shareholders. I appreciate the opportunity. I have a chance to speak. When we talk about alternative vehicles, whether they be electric or natural gas or hydrogen, we need to build the underlying infrastructure to support those vehicles. What I don’t see, what I’ve not heard and I’ve not seen in any press releases is literally a nationwide push to put charging stations on every toll road, in every mall, partnerships with every electric utility company in the country that in order to support the underlying product – the underlying infrastructure you built, one does not work without the other.

We also need to increase the range. When we look at the commuting to central cities, most of it is a 100 miles or less and that’s round trip. We need to get the range of vehicles up to 200 miles. As far as natural gas, given what’s going on with fracing in this country, natural gas will be the major supplier of energy replacing coal as it is now in power plants all over the country. There significant efforts are needed both on CNG and LNG both for trucks and buses, CNG in cars and LNG. We need to get some very specific information from Ford as to what it is doing in partnering with the oil and gas companies to this country to move that technology forward, which will go into hydrogen that is essentially Southern California. There is an unlimited supply there, but again, that is a technology that will come in the future, but again, we need some information there as to what Ford is doing with partners in promoting hydrogen technology. Those were comments that I have on infrastructure. Thank you very much.

Unidentified Company Representative

Thank you very much, Mr. Laufenberg. I’m going to turn it over to Alan, but before I do, I would like to say that we agree with you in teams of the infrastructure build out. We’ve invested a significant amount of money in the electrification of our fleet. And we understand very acutely that one of the barriers to met adoption is the lack of an infrastructure so that the customer can feel comfortable knowing that they can charge their vehicle almost regard with where they are. And so this is something we’re spending a lot of time on, we’re working with the energy providers to try and make this happen because you point out a very real fact where they with hardware, without infrastructure its still optimize. And Alan may be you can sure take rest of this.

Alan R. Mulally

Mr. Laufenberg, I really appreciated your comments because an integrated solution is actually what we’re all going to need. And I think it really is a question for all of us (inaudible) United States to keep encouraging our leaders to think about not only energy policy itself, but also the distribution and to allow all those technologies that you described to be available. In Ford’s case, I am really pleased with the Ford technology roadmap that you described because we’re going to continue to improve the internal combustion engine, the direct fuel injection, the turbo charge and EcoBoost, tremendous improvement in fuel mileage and reduction in CO2. In addition to that, all of the light weight materials are going to help the integrated electronics. Then to your point, I think you’ll see more alternative fuels that the Ford vehicles will always be compatible.

Then to your electrification point of view, that is really important point and a part of our strategy because with Ford, we probably have the lowest comprehensive suite of electric vehicles where they are hybrids, plug in hybrids, all electric and we are laser focused on improving the battery technology, that’s easier to charge and faster to charge and also to reduce the cost.

I think lithium ion batteries were a great introduction, I think we will see new chemistries over the next few years, so it will make up even more affordable. And then also leaves into your point about the infrastructure they will operate that way. The only thing about our Ford plan is that, with our smartphones and also seamlessly connected Internet, we are allowing the customers to be able to manage their electrical lines. So even they are outside the cars, to be able to know where the charging stations are, what the status of the vehicles are. So they can really make your lifestyle no matter which solution you choose from Ford.

One comment on the natural gas, another really important development in the United States with every Ford vehicle you can get with Ford natural gas and I think to your point again getting that infrastructure to be made available, will allow that to annual wide spread use.

And we expect the hydrogen, remember it is only a few years ago, where we all thought maybe hydrogen was going to be the answer. And now tremendous progress on the fuel cells themselves and also the more efficient battery and the particular feature where you can actually mix hydrogen with platinum, why we can have the pipe, electricity goes over the high efficient battery, batteries are able to move the electricity around between the grid, your homes and the cars and then all we have to do is like to generate the energy in a clean way and I think we are going to make tremendous progress in the United States. So we are absolutely committed to that technology roadmap and I would encourage all of us to continue with to your point that keep encouraging everybody associated with the system solution in the United States all of us.

Unidentified Analyst

Okay, thank you.

Unidentified Company Representative

You are welcome.

Unidentified Analyst

Thank you.

William Clay Ford Jr.

Number one.

Operator

Mr. Chairman, I would like to introduce Mr. [Robert Hickey], a shareholder from New Jersey who has comments about stock price.

William Clay Ford Jr.

Okay.

Unidentified Analyst

Good morning, Mr. Ford, Mr. Mulally, the Board, Board of Directors.

William Clay Ford Jr.

Good morning, Mr. Hickey.

Unidentified Analyst

I’m little bit disappointed that Mark Fields didn’t come.

William Clay Ford Jr.

Yeah, there’s so much room up here.

Unidentified Analyst

He is a Jersey boy. You can’t put him aside. This is a little off. The gentleman was talking about the vehicles in that. I work at the Edison Assembly. We’re building Mazda range of pickups at the end. We build export trucks for South America that ran on three different fuels. Don’t you think they could start incorporating something like that in the States, because eventually you got to be getting. Unfortunately, in Jersey we got junk (inaudible). Everything is…

William Clay Ford Jr.

We actually do make our vehicles compatible with a variety of fuels. And so, part of Alan’s answer just a minute ago is the fact that we’re working with all the different fuels that are potentially out there and our vehicles, in most cases, are quite easily converted over to a different fuel.

Unidentified Analyst

I did 32 years, but anyway in 1996 we built what they called the [mule on a] Ranger truck, which had a straight rear axle, went out the engine they’re going to electrify it. And I was curious whatever happened today.

William Clay Ford Jr.

I actually have the first electric Ranger. In fact I still own it. But if you remember, it took the entire pickup to put lead-acid batteries, and it wasn't the most practical vehicle, I thought was pretty cool though.

Unidentified Company Representative

You heard the script drunk. No one of thing is you got a competitive company Toyota which is run by the family. Mr. Toyota runs as it Ford Motors (inaudible) I was just wondering why our stock is so bad and there stock is $105 up above Ford.

Unidentified Company Representative

But you can't just look at the stock price, you got to literally look at market capitalization because we all have different numbers of shares outstanding, but I think as I said a minute ago our stock has been at 40% in the last year, our shares made the investors believe we are heading in the right direction and so I just hang with this place.

Unidentified Analyst

But it is less than half of when I retired (inaudible).

Unidentified Company Representative

Well we had some tough years as you know but we are coming back.

Unidentified Analyst

Thank you

Unidentified Company Representative

Couple of more of (inaudible) and then finish up.

Operator

Mister Chairman I will like to introduce to you (inaudible) a shareholder from Arizona, who has a comment on various topics.

Unidentified Analyst

Good morning.

Unidentified Company Representative

Good morning.

Unidentified Analyst

I have come a long way from Arizona and I'm a stockholder with approximate 38,000 shares. I just want to tell you I'm very proud to be a proud owner of Ford stock. I have a comment and I was wondering, being a former New Yorker, I've been keeping tabs on this electric car that, the taxi that they have in New York Alan, and Mister Bloomberg seems to be said on this (inaudible) and V200 and I was just wondering if we’re going to be in there or is it over for us, but I know that there is an article in the New York Times February 11, 2000 and it’s from the young lady Marino, a member of the Taxi Commission Board and poses the Taxi of Tomorrow predicts that the vehicle is in current form will never reach the road. She is on the Board for the taxi and I was wondering if there is any change that we still and running over there, because I know we got a beautiful car, a taxi I’ve seen it in the city.

Unidentified Company Representative

We do, as you know we delivered the first hybrid to the New York taxi fleet, the hybrid went in there and they held up incredibly well, I mean I remember when we first delivered out there was some trepidation about the how trust those New York taxis are driven and whether our hybrid would hold up and they had a great experience with them. And Alan do you want to end the transit area?

Alan R. Mulally

The most recent one that they actually do love about the leadership and the consumers the traffic connect because it is just so easy getting that and also carry all the luggage and answer your question is never over until its over and they are always looking for the latest innovation, and i think they’ve got some great choices with Ford vehicles.

Unidentified Analyst

So we are still in the running area.

Unidentified Company Representative

You bet.

Unidentified Analyst

I was wondering about the natural gas automobiles there are such a thing is you think it will come out that will have wonders there or we are far to had gas stations but number one is one of the bigger problems, but I think there is a great future for natural gas.

Unidentified Company Representative

What we thinking in that really relevant application particularly in larger vehicles. It’s not as energy density gasoline so it doesn’t store as easily so for the bigger vehicles it makes lots of sense, because you need bigger tanks. If you start coming down the size of the vehicle it starts to make less and less sense could you start trading off range versus tank size, but for we agree with you, so for the bigger vehicles where we completely agree.

Unidentified Analyst

Okay, the other thing is Lincoln I – other question. I know it’s a fantastic automobile. I was wondering why we are? Is that being built here or is it only from foreign country, I was wondering why the signature car, why couldn’t we build it here in Detroit?

Unidentified Company Representative

Right now we’re making it in Mexico, but also we have plans to make full-size vehicles in the United States coming forward.

Unidentified Analyst

Oh, wonderful.

Unidentified Company Representative

Yeah, great, great development.

Unidentified Analyst

And I think it’s a wonderful car and I think will sell very well.

Unidentified Company Representative

Thank you.

Unidentified Company Representative

Absolutely.

Unidentified Company Representative

And thank you for coming all the way here from Arizona, appreciate it.

Unidentified Analyst

Well, I’m glad to be here.

Unidentified Company Representative

Thank you.

Unidentified Company Representative

Thank you.

Unidentified Company Representative

Number one.

Operator

Mr. Chairman, I would like to introduce [Mr. Donald Gilson] a shareholder from Ohio who has a personal request.

Unidentified Analyst

My name is, I’ll get the microphone first, my name is Donald Gilson from Hubbard, Ohio, I’ve owned three Ford vehicles and that’s (inaudible) yesterday and didn’t get his autograph on, both of your autographs, Mr. Ford.

William Clay Ford Jr.

Okay.

Unidentified Analyst

And anyway I’ve retired from Roadway Express trucking company. I’ve been very fortunate be able to travel all the continents of the world except Antarctica anybody want to go to Antarctica, I’d like to go with them. So, anyway travel in these different continents like 20 years ago and up-to-date. Years ago, when I touched the soil with the U.S. dollar like just going up to Canada to get a $1.44 from may $1. In Australia get a $1.44 from $1and to go to Australia today, they want a $1.08 per our U.S. dollar, up in Canada it’s about equal candidates about equal so the link of profit outside of the country in Australia with being a $1.08 in paying the same wages here, let’s say, in Australia it’s minimum wage now, which I stated in the financial paper here and it’s on the news recently with $17 an hour and about 20 years ago, when I (inaudible) there, I took my friends out for a meal and there were four of us and the bill was like $104.

So I said “Well, I’ll pay for the bill”. So anyway I reached in my pocket and I always tip the waitresses 15%. I’m not rich, but 15% is my figure. So anyway I put $15 on the table and they said Don, what are you doing? I said I always tip the waitress 15%. They said don’t start anything here. They make enough money. They’re making $9 an hour in 1998. While today they are making $17 an hour minimum wage. Then how do you make a profit with U.S. dollar going down.

And the President of the autoworkers in Canada said the hardest thing for him to do was to tell his people they had to take a pay cut because producing the car in Canada is most expensive place in the world to produce it. And when I was in Africa last October, I check the minimum wage in Africa, Botswana claims to be in export, the most bees in the world today over Argentina and the U.S.. The minimum wages are $0.60 an hour. So the value of the U.S. dollar has gone down and it costs a lot more to travel outside the country. So that might have to do something with your accounting there while you can make a profit outside because of it.

Unidentified Company Representative

Well, you sound like you were sitting in some of our business meetings because we do discuss these issues and obviously currencies fluctuate all around the globe and when the U.S. dollar is low, it allows us to export out of the United States which helps create jobs here. So I mean there’s a silver lining to everything and I think of our Explorer which is produced in Chicago and we export the Explorers over 90 countries now. And so, as currencies swing and they will. We have to make sure that our footprint as a company is such that we can take advantage of that and conversely are too disadvantaged as swings start to happen. And so thank for your comments and.

Unidentified Analyst

Okay one last word is I had Ford conversion band that has got 264,000 miles on it and my grandson is driving it every day.

Unidentified Company Representative

Oh! That is great. Thank you for that, thank you. And if we could go to our last question that at number two, please.

Operator

Mr. Chairman, I would like to introduce to you Mr. Bill Forsyth a shareholder from New Jersey who has a question about retail distribution

Bill Forsyth

Good morning everybody and the Board. Gentlemen, just want to thank you again for another year of stellar storage ship. I have done the math and I tried do anyway and there is just no way to adequately compensate you for the value you’ve provided in kind in terms of weeding the company from (inaudible)or it is going, it has just been phenomenal. So thank you first of all, and foremost.

Ford has done just a tremendous job of raising the quality of the product and the value of the brand. One of the most obvious areas where I think there is still room to be done is in the retail distribution,, the dealer network. And it still plans to be governed by an administrative practices they just aren’t consistent with the level of product or the level of value that the brand itself has become associated with.

And I was wondering if Ford has any specific intent in the future to improve upon that, understanding that you are dealing with 50 states and 50 franchise there's a million obstacles that you have to overcome to affect any change, but we’d think that that would be one of the biggest opportunities Ford has going forward and certainly one of my biggest concerns and as a side issue, looking at your performance going forward with Ford being so dependent upon F series, which is as good as it is there. One of the biggest challenges that I've noted is the overstocked General Motors seems to have accrued and advances to the launch of their new version of Sierra and Silverado. And Ford had to compete rather than simply on the basis of quality of product with also a lot of incentives, that walk out of the GM store with cash.

Unidentified Analyst

Can you give any sense or is it appropriate to give any sense or how much that has cost Ford.

Unidentified Company Representative

Yeah, let us take your question. I'm going to turn over to Allan, I just like to say a word about our dealers – just as we learnt a lot of lessons during these last two years, I mean some of our dealers and I in general, we have a terrific group of dealers, in fact we have family right down here who's been in business 100 years at ACE Ford and so would you guys stand up please. We are very proud of our dealers and very proud of the work that they do but I am going to ask Allan to may be talk a little bit about some of the work we’re doing with our dealers and also on the F series.

Unidentified Company Representative

You had a really tremendous opportunity for Ford going forward as you mentioned, one of the most important thing that we have done over the last six years is to get the size of our distribution network right and as you know we ended up oversized too much capacity in the dealer network and it led to a financial situation where the dealers could not make a reasonable return on their investment, and as you pointed out these are in the all-time business leaders. I mean these are their franchises they have long-term commitment to it, to the business, to the consumers.

So, we all work together to right size the entire distribution network and also get in the right places and this last year our dealers around the United States have the most profitable year, they have ever hand, now and they are able to make a reasonable return like that.

Now, they’re continue to invest in new facilities in their employees, in the experience and so our commitment together is we want to take that consumer experience to a whole another level and make it the most outstanding in the automobile industry. And to Bill’s point, no one has the distribution network we have like the Ford Motor Company. So, I think it’s going to be great opportunity going forward.

Just a comment about your point about the balance in our portfolio, one of the things Don and I discussed six years ago was exactly that point, what could we do and move to a more balance portfolio of vehicles and at the time we’re, I think maybe 70% bill on the trucks and the large SUVs and 30% on the cars. And now, with the support family of vehicles, when you look at the Fiesta and the Focus and the Fusion and the Taurus and the Mustang and the Escape, I will go to the slowly, okay. Also the Flex…

Unidentified Analyst

I own most of them.

Unidentified Company Representative

If you look at that family are small medium size cars and utilities, we’ve now switched that number completely where we still have a growing 36 years of industry leadership with S-series. And, now we’re complementing that with always these great cars and cross overs to place we are almost 40% trucks and almost 60% across utilities with an expanding business, so that was a very important part of our strategy going forward. And also it reflects what the market launch worldwide. Every vehicle we sold around the world also helps us to carry the more form of vehicles here in United States.

Unidentified Company Representative

And so maybe I wasn’t clear, even Ford has a 50-day supplies of series and GM has a 120-day supply and a 30-day urgency to get that down in advance of a new product launch.

Unidentified Analyst

On the day supply, just overall as Bill pointed out, when we look at this financial crisis, I think it really helped all the manufacturers really be more disciplined, because clearly, the automobile industry a few years ago, they would keep production up when the market was down and actually the flood market with too many vehicles were in the residual values, not really good business practices. Led by Ford, we have now got the procedure and a process where we actually match the production to the real demand. Everybody is really generally much better than that, sometimes they get out of whack. but over time, I think you’re going to see tremendous more discipline in day supply.

Unidentified Company Representative

Thank you very much.

Unidentified Company Representative

Okay. thank you ladies and gentlemen for your comments and at this time, I’d like to hear the volume results. So, Bradley?

Bradley Gayton

Well, only of a small percentage of total what remains to be counted, but it wouldn’t be significantly, it wouldn’t significantly affect the volume results. With respect to proposal 1 the elections directors, each director of nominee received to 81.8% on the votes. The vote on the reaming proposals was as follows, On Proposal 2, relating to the ratification of the selection of the independent registered public accounting firm, 98.9% of the votes were cashed in favor. On Proposal 3, relating to the approval on the advisory basis of the compensation named executives 93.1% of the votes were cashed in favor. On Proposal 4, relating to reapproval in terms of the company’s annual incentive compensation plan, 90.2% of the votes were cashed in favor. On Proposal 5, relating to the reapproval of the terms of the company’s 2008 long-term incentive plan, 80% of the votes cast in favor. On Proposal 6, relating to the approval of the tax benefit preservation plan, 95% of the votes were cast in favor. On Proposal 7, relating to the consideration of recapitalization plan to provide that all company stock have one vote per share, 66.6% of the votes were cast against. On Proposal 8, relating to permitting holders of 10% of common stock to call special shareholder meetings, 80.6% of the votes were cast against.

Unidentified Company Representative

Well, thank you, Bradley. In view of the results, I declare that each of the nominees for Director named in the proxy statement has been duly elected as Director of the company. Proposals 2, 3, 4, 5 and 6 have been adopted, and Proposal 7 and 8 have been defeated. That takes care of the business of the meeting. The meeting therefore is adjourned. Thank you all so much for coming and please drive safely. Take care. Thanks.

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