FORM 10−K/A FORD MOTOR CO − F Filed: November 14, 2006 (period: December 31, 2005) Amendment to a previously filed 10−K Table of Contents PART I ITEM 1. Business ITEM 1A. Risk Factors ITEM 1B. Unresolved Staff Comments ITEM 2. Properties ITEM 3. Legal Proceedings ITEM 4. Submission of Matters to a Vote of Security Holders ITEM 4A. Executive Officers of Ford PART II ITEM 5. Market for Ford's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ITEM 6. Selected Financial Data ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ITEM 8. Financial Statements and Supplementary Data ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ITEM 9A. Controls and Procedures ITEM 9B. Other Information PART III ITEM 10. Directors and Executive Officers of Ford ITEM 11. Executive Compensation ITEM 12. Security Ownership of Certain Beneficial Owners and Management ITEM 13. Certain Relationships and Related Transactions ITEM 14. Principal Accounting Fees and Services PART IV ITEM 15. Exhibits and Financial Statement Schedules SIGNATURES EX−10.G−3 (EXHIBIT 10−G−3) EX−10.I (EXHIBIT 10−I) EX−10.N (EXHIBIT 10−N) EX−10.O−1 (EXHIBIT 10−O−1) EX−10.P−1 (EXHIBIT 10−P−1) EX−10.P−2 (EXHIBIT 10−P−2) EX−10.P−3 (EXHIBIT 10−P−3) EX−10.P−4 (EXHIBIT 10−P−4) EX−10.P−6 (EXHIBIT 10−P−6) EX−10.P−7 (EXHIBIT 10−P−7) EX−10.P−10 (EXHIBIT 10−P−10) EX−10.P−12 (EXHIBIT 10−P−12) EX−10.U (EXHIBIT 10−U) EX−10.V (EXHIBIT 10−V) EX−10.Z (EXHIBIT 10−Z) EX−10.AA−1 (EXHIBIT 10−AA−1) EX−10.BB (EXHIBIT 10−BB) EX−10.BB−1 (EXHIBIT 10−BB−1) EX−10.CC (EXHIBIT 10−CC) EX−10.DD (EXHIBIT 10−DD) EX−12 (EXHIBIT 12) EX−21 (EXHIBIT 21) EX−23 (EXHIBIT 23) EX−24 (EXHIBIT 24) EX−31.1 (EXHIBIT 31.1) EX−31.2 (EXHIBIT 31.2) EX−32.1 (EXHIBIT 32.1) EX−32.2 (EXHIBIT 32.2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 10−K/A (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, 2005 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 Pacific 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 Source: FORD MOTOR CO, 10−K/A, November 14, 2006 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 30, 2005, Ford had outstanding 1,777,590,246 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 ($10.24 per share), the aggregate market value of such Common Stock was $18,202,524,119. 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 30, 2005 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 11, 2006 (our "Proxy Statement"), which is incorporated by reference under various Items of this Report as indicated below. As of February 10, 2006, Ford had outstanding 1,793,286,393 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 ($8.27 per share), the aggregate market value of such Common Stock was $14,830,478,470. 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 69 Source: FORD MOTOR CO, 10−K/A, November 14, 2006 EXPLANATORY NOTE− RESTATEMENT OF FINANCIAL INFORMATION EXPLANATORY NOTE Ford Motor Company (generally referred to herein as "Ford," "the Company", "we," "our" or "us") is filing this Annual Report on Form 10−K/A for the year ended December 31, 2005 ("Amendment" or "2005 Form 10−K/A Report") to amend our Annual Report on Form 10−K for the year ended December 31, 2005 ("Original Filing" or "2005 Form 10−K Report") that was filed with the Securities and Exchange Commission ("SEC") on March 1, 2006. In October 2006, we reviewed our application of paragraph 68 of Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, and its use at our indirect wholly−owned subsidiary Ford Motor Credit Company ("Ford Credit"). One of the general requirements of SFAS No. 133 is that hedge accounting is appropriate only for those hedging relationships that a company expects will be highly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged. To determine whether transactions satisfy this requirement, companies must periodically assess the effectiveness of hedging relationships both prospectively and retrospectively. Paragraph 68 of SFAS No. 133 ("Paragraph 68") contains an exception from these periodic assessment requirements in the form of an "assumption of no ineffectiveness" for certain hedges of interest rate risk that involve interest rate swaps and recognized interest−bearing assets or liabilities. The exception identifies the specific requirements for the derivative and hedged items that must be met, such as a derivative fair value of zero at inception of the hedging relationship, matching maturity dates, and contemporaneous formal documentation. Based on our review, we concluded that all of our interest rate swaps were and continue to be highly effective economic hedges; nearly all of these transactions, however, failed to meet the requirements set forth in Paragraph 68, primarily because: • Transactions that we designated as fair value hedges involved interest rate swaps hedging the back−end of debt instruments or involved longer−than−normal settlement periods. • We paid or received fees when entering into a derivative contract or upon changing counterparties. • Interest rate swaps included terms that did not exactly match the terms of the debt, including prepayment optionality. Although we now have determined that the hedging relationships at issue in this restatement did not meet the specific criteria for an assumption of no ineffectiveness pursuant to Paragraph 68, we are precluded by SFAS No. 133 from retroactively performing full effectiveness testing in order to apply hedge accounting. Accordingly, we have restated our results to reflect the changes in fair value of these instruments as derivative gains and losses during the affected periods, without recording any offsetting change in the value of the debt they were economically hedging.