• Ford intends to exercise its right to terminate, effective Nov. 20, 2014, the conversion rights with respect to its 4.25% Senior Convertible Notes due Nov. 15, 2016
• Holders of the convertible notes who wish to convert such notes must do so prior to the close of business on Nov. 19, 2014
• Ford intends to redeem on Nov. 21, 2014 any of the convertible notes that remain outstanding on that date

Ford Motor Company [NYSE: F] has elected to exercise its right to terminate the conversion rights with respect to its 4.25% Senior Convertible Notes due Nov. 15, 2016 (the “Notes”), effective Nov. 20, 2014 (the “Conversion Rights Termination Date”), in accordance with the terms of the Notes.

Holders of the Notes may elect to convert their Notes until the close of business on Nov. 19, 2014. Ford intends to settle all conversions with shares of Ford Common Stock. The increase in outstanding shares resulting from this will be offset by share repurchases Ford made earlier this year.  The share repurchases reduce our diluted shares by about 3%.

Note conversions prior to Oct. 29, 2014 will convert at the current conversion rate of 114.6066 shares of Ford Common Stock for each $1,000 principal amount of Notes converted (equivalent to a conversion price of approximately $8.73 per share of Ford Common Stock). Due to an adjustment to the conversion rate that will result from a declared dividend on Ford Common Stock payable on Dec. 1, 2014, Note conversions on or after Oct. 29, 2014 (the ex-dividend date for the dividend) will convert at an adjusted conversion rate. The adjustment to the conversion rate, which will be favorable to holders, will be determined in part based on the 10-day average price of Ford Common Stock prior to Oct. 29, 2014.  Ford will notify the record holder of the Notes of the adjusted conversion rate on Oct. 29, 2014.

Holders of the Notes are reminded that Nov. 15, 2014 is an interest payment date with respect to the Notes.  The Nov. 15, 2014 interest payment will be made to the holders of record of the Notes as of the close of business on Nov. 1, 2014.  Therefore, any holders that convert their Notes prior to Nov. 1, 2014 will not be entitled to receive the interest payment on the Notes payable on Nov. 15, 2014.

As a result of Ford’s election to terminate the conversion rights with respect to the Notes, after the close of business on Nov. 19, 2014, the Notes will no longer be convertible.

Following the Conversion Rights Termination Date, Ford intends to exercise its right under the Notes to redeem on Nov. 21, 2014 (the “Redemption Date”) any Notes that remain outstanding on that date.  In accordance with the terms of the Notes, the cash redemption price for each $1,000 principal amount of the Notes will be $1,000 plus $0.71 in accrued and unpaid interest.  Interest will no longer accrue on the Notes after the Redemption Date.

The Notes will become due and payable, at the Redemption Price, upon presentation and surrender of the Notes, on or after the Redemption Date at the office of the Trustee for the Notes.  The Bank of New York Mellon is the Trustee for the Notes and will act as the redemption agent for the redemption transaction.  The Bank of New York Mellon’s address is c/o Corporate Trust Administration, 101 Barclay Street - 8W, New York, NY  10286. Holders of Notes with questions regarding the details of the redemption may call The Bank of New York Mellon Bondholder Relations Department at 1.800.254.2826.

The Notes originally were issued on Nov. 9, 2009; approximately $882 million aggregate principal amount of the Notes remain outstanding.