q3 2007 ford motor company earnings conference call on nov...

F I N A L T R A N S C R I P T

F - Q3 2007 Ford Motor Company Earnings Conference Call

Event Date/Time: Nov. 08. 2007 / 9:00AM ET

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C O R P O R A T E P A R T I C I P A N T S

Lillian EtzkornFord Motor Company - Director IR

Alan MulallyFord Motor Company - President, CEO

Don LeclairFord Motor Company - EVP, CFO

C O N F E R E N C E C A L L P A R T I C I P A N T S

Rod LacheDeutsche Bank - Analyst

Jonathan SteinmetzMorgan Stanley - Analyst

Peter NesvoldBear Stearns - Analyst

Chris CerasoCredit Suisse - Analyst

Himanshu PatelJPMorgan - Analyst

Jairam NathanBanc of America Securities - Analyst

Rob HinchliffeUBS - Analyst

John MurphyMerrill Lynch - Analyst

Robert BarryGoldman Sachs - Analyst

Tom WalshThe Detroit Free Press - Media

Jere DownsThe Louisville Courier-Journal - Media

Tom KrisherThe Associated Press - Media

Mike SpectorThe Wall Street Journal - Media

Jeff BennettThe Dow Jones - Media

Rick PopelyThe Chicago Tribune - Media

Bill KoenigBloomberg News - Media

Bryce HoffmanThe Detroit News - Media

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Nov. 08. 2007 / 9:00AM, F - Q3 2007 Ford Motor Company Earnings Conference Call


Sarah WebsterThe Detroit Free Press - Media

Poornima GuptaReuters - Media

P R E S E N T A T I O N

Operator

Good day, ladies and gentlemen. Thank you very much for your patience and welcome to the Ford Motor Company's third-quarterearnings conference call. My name is Bill. I will be your conference coordinator for today. At this time, all participants are in alisten-only mode. We will be conducting a question-and-answer session towards the end of today's conference call. (OPERATORINSTRUCTIONS) As a reminder, today's conference is being recorded for replay purposes.

I would now like to turn the conference over to your host for today's presentation, Ms. Lillian Etzkorn, Director of InvestorRelations. Please proceed, ma'am.

Lillian Etzkorn - Ford Motor Company - Director IR

Thank you, Bill, and good morning, ladies and gentlemen. Welcome to all of you who are joining us either by phone or webcast.On behalf of the entire Ford management team, I would like to thank you for spending time with us this morning.

With me this morning are Alan Mulally, President and CEO, and Don Leclair, Chief Financial Officer. Also in the room are PeterDaniel, Senior Vice President and Controller; Neil Schloss, Vice President and Treasurer; Mark [Hoffman], Director of Accounting;and K.R. Kent, Ford Credit's CFO.

Before we begin, I would like to review a couple of quick items. The focus of today's call will be the third-quarter financial results.We will not discuss our recent labor negotiations with the UAW. Once the tentative agreement is ratified, we plan to host aseparate conference call to review the specifics. We ask that you refrain from any questions related to the contract today.

A copy of this morning's earnings release and the slides that we will be using today have been posted on Ford's investor andmedia websites for your reference. The financial results discussed herein are presented on a preliminary basis. Final data willbe included in our Form 10-Q for the third quarter.

Additionally, the financial results presented here are on a GAAP basis and in some cases on a non-GAAP basis. The non-GAAPfinancial measures discussed in this call are reconciled to their GAAP equivalent as part of the appendix to the slide deck.

Finally, today's presentation includes forward-looking statements about our expectations for Ford's future performance. Actualresults could differ materially from those suggested by our comments here. Additional information about the factors that couldaffect the future results are summarized as the end of the presentation. These risk factors are also detailed in our SEC filings,including our annual, quarterly, and current reports to the SEC.

With that, I would like to turn the presentation over to Alan Mulally, Ford's President and CEO.

Alan Mulally - Ford Motor Company - President, CEO

Thank you, Lillian, and good morning to everyone. We will begin by reviewing the key financial results for the third quarter.Don will take us through additional details, and then I will come back and wrap up before we take your questions.






I'm going to start with slide 2. As shown at the top of the slide, vehicle wholesales last quarter were nearly 1.5 million units, up20,000 from last year. Total Company revenue of $41.1 billion was up about 11% from a year ago. The increase includes favorablenet pricing, exchange, and mix.

Profit before tax from continuing operations was $194 million, up $1.3 billion from last year. This includes a $1.5 billionimprovement in automotive operating profits, partially offset by lower profits at Financial Services.

Our third-quarter net income was a loss of $380 million, including $350 million of pretax special charges. We ended the quarterwith $35.6 billion of gross cash, a decrease of $1.8 billion from the end of the second quarter.

Overall, we are making significant progress implementing our plan. For the first nine months, our pretax results from continuingoperations improved $2 billion from last year, and net income has improved $7.1 billion.

Now turning to slide 3, we continue to focus on the four priorities of our plan -- restructuring the Company, accelerating productdevelopment, funding our plan and strengthening our balance sheet, and working effectively as one team globally. We're takingthe necessary steps to implement our turnaround plan, and we are on track to achieve our goal of profitability in 2009.

Overall, our automotive operations improved substantially in the third quarter. In North America, results improved by $1.1billion compared with last year, although the loss was $1 billion during the quarter. [It] reduced personnel by 6,800 people.

Ford South America, Ford Europe, Ford Asia Pacific and Africa, and Mazda also reported profits for the third quarter. All of thesebusiness units except Mazda reported substantial improvements compared with the same period a year ago. PAG reported aloss but results were improved substantially from 2006.

Ford Credit continues to be profitable. While its results from the quarter were lower than a year ago, they remain in line withour expectation.

Our main focus has been and continues to be our work on leveraging Ford brand across the globe. That said, we're continuingto explore the potential sale of Jaguar Land Rover. Discussions are progressing with selected parties who have expressed interest,and we anticipate these discussions will culminate in an agreement no later than early next year.

In addition, as previously stated, we have been conducting a strategic review of Volvo, and we have developed a plan. As thefirst priority, take actions to improve the financial performance at Volvo. The plan also includes enhancing Volvo's position asa global producer of premium vehicles and establishing appropriate business arrangements between Volvo and the Ford brandoperations to allow Volvo to operate on a more stand-alone basis within the Ford group in the absence of the PAG structure.Continue to achieve synergies between the Ford brand operations and Volvo in areas such as product development andpurchasing. Also, we plan to disclose Volvo's financial performance beginning with its 2008 results.

Now, turning to slide 4. During the quarter, we achieved some great results on our product quality and safety. In the 2007 annualUS Global Quality Research System study, which measures things gone wrong and customer satisfaction with overall quality,Ford Motor Company improved by 11% versus the industry's 2%. The Ford Mustang Shelby, the GT 500, the Mercury Milan,Ford Crown Victoria, and the Lincoln Mark LT ranked best in their respective segments for things gone wrong. Lincoln Mark T,Mazda Miata, and the Ford E-Series ranked best in their respective segments for customer satisfaction. In addition, we continueto receive favorable quality endorsements from other third-party sources.

On the safety front, Ford Taurus, Taurus X, and Mercury Sable earned Top Safety Pick ratings from the Insurance Institute forHighway Safety, for achieving the highest possible safety rating in frontal, side, and rear crash test performance. The FordMustang convertible became the first sports car and first convertible in history to earn the highest possible safety ratings fromthe National Highway Traffic and Safety Administration, having earned five-star performance in all crash test and rollovercategories.






In addition, we launched the Ford SYNC, our fully-integrated voice-activated in-car communications and entertainment systemthat was developed in association with Microsoft. It won one of 10 Popular Mechanics Breakthrough Awards, which recognizeproducts that set new benchmarks in design, creativity, and engineering.

In South America, Ford sales are up 19% in the first nine months of 2007, and we had record profits in the region. Ford Europehad a very strong third quarter. In the first nine months, sales in the region were up more than 5%. Third quarter was the best-everquarter for Land Rover, and September was the best-ever sales month.

In Asia, we continue to see growth. Ford China sales were up 27% year-to-date. In September, we officially launched operationsat our new assembly plant in Nanjing, China. The new plant will produce the latest small car models from both Ford and Mazda.

Overall, we made strong progress in the third quarter. Now I would like to hand it over to Don to take you through additionaldetails. Don?

Don Leclair - Ford Motor Company - EVP, CFO

Thanks, Alan. Let's move on to slide 6, which provides a few details on our profits. Starting at the bottom of the slide, our netloss was $380 million. This net loss included taxes in areas outside of the US where we are profitable, and excludes minorityinterest in profitable affiliates. Adjusting for these items leaves a third-quarter pretax loss of $156 million from continuingoperations. These results include pretax charges for special items of $350 million, which we will cover on the next slide. Excludingthese special items, our pretax operating results were a profit of $194 million.

Slide 7 covers our special items, as I mentioned, with $350 million, including the $110 million reduction in costs associated withseparation programs in North America. That is largely explained by the net decision of over 700 workers to withdraw their priordecision to accept a buyout. In addition, there was a gain of $213 million for OPEB curtailment relating to personnel leaving asa result of the North American hourly separation program.

In line with the action we took last quarter, we also recognized additional mark-to-market gains of $37 million in Jaguar andLand Rover that previously would have been deferred. Additional charges during the third quarter totaled $78 million, mainlyat Ford of Europe and PAG for personnel reductions and other restructuring actions.

Finally, as we discussed last quarter, we recorded a charge of $632 million related to our previously-announced trust preferredsecurities exchange.

Slide 8 breaks down our pretax profit of $194 million by sector, including a loss of $362 million for automotive and a profit of$556 million for financial services.

On to slide 9 which explains the change in third-quarter profits compared with 2006. For the third quarter, automotive resultswere $1.5 billion better than a year ago. Compared with 2006, volume and mix was $500 million favorable, with higher volumeprimarily in PAG and South America, and mix improvements in North America.

Net pricing was $1.3 billion higher, mainly reflecting increases in North America. Europe and PAG also were favorable. Costswere about $600 million lower, and we will have more on that later.

The impact of continued weakening of the US dollar against key European currencies reduced profits by about $300 million.Interest was $500 million unfavorable; and that was more than explained by the nonrecurrence in Other Automotive of tax-relatedinterest last year.






explains our cost performance, which was $1.8 billion favorable in the first nine months, with about $600 million ofthat occurring during the third quarter. Warranty expense was about $900 million lower. This primarily reflected the nonrecurrenceof unfavorable 2006 adjustments to Jaguar Land Rover warranty reserves, as well as improvements in Europe and North Americaconsistent with our overall quality trends.

Manufacturing and engineering costs were about $800 million favorable, mainly reflecting the continued benefit of ourrestructuring actions in North America. Net product costs were $1.5 billion higher, largely reflecting higher commodity prices,diesel engine emission requirements, and added product features. These were partly offset by cost reductions.

Spending-related costs improved by $500 million mainly due to the favorable effects of 2006 asset impairments as well as lowerdepreciation related to having had accelerated depreciation in 2006 for plants that were to be idled.

Pension and retiree healthcare expenses were $800 million lower, primarily reflecting the mid-2006 implementation of our 2005healthcare agreement with the UAW, as well as ongoing improvements related to curtailments in higher pension fund assetreturns. Overhead costs were about $400 million lower than a year ago, primarily due to our restructuring actions. Advertisingand sales promotions were up about $100 million.

Slide 11 shows automotive pretax results for each of our operations and Other Automotive; and that consists primarily of netinterest and financing-related costs. Before interest and financing-related costs, our automotive operations reported a loss of$391 million during the quarter, which you can see at the very top of the chart. That is an improvement of $2 billion comparedwith a year ago, with all business units except Mazda improving sharply. We will focus here just a minute on Other Automotiveand then cover the operations in detail.

In the third quarter, Other Automotive reflected a profit of $29 million. This included net interest expense of about $200 million,more than offset by $190 million of favorable mark-to-market adjustments on intercompany loans at our overseas affiliates, aswell as favorable tax-related interest income of about $40 million.

In total, however, this was $524 million worse than a year ago, primarily reflecting nonrecurrence of last year's tax-related interestincome of over $650 million. We now expect the near-term trend of ongoing Other Automotive costs to be in the range of about100 to $150 million per quarter unfavorable, excluding any mark-to-market adjustments and other nonrecurring factors.

Now for the next few slides, we will cover each of the automotive operations, starting with North America on slide 12. Wholesaleswere 641,000 units, down 10,000 units from a year ago. This decline reflected lower market share, which we will cover later, anda decrease in industry volumes, largely offset by the nonrecurrence of a substantial dealer stock reduction during the thirdquarter of 2006. At the end of September, US dealer inventories were down 17% or 114,000 units from a year ago. Period endingdealer inventories were at 73-days supply.

Revenue for the third quarter was $16.5 billion, up $1.1 billion compared with a year ago, due to favorable mix in net pricingpartly offset by lower volume. The loss of about $1 billion this quarter was $1.1 billion better than 2006.

If you go over to slide 13, it will explain that $1.1 billion improvement. Volume and mix was $400 million favorable, more thanexplained by favorable product mix. Net pricing improved by $1 billion, primarily reflecting reductions in retail incentive levels,pricing for new equipment being added to our vehicles, lower daily rental mix, and differences in the timing of our incentives.In total, cost reductions were unchanged. Ongoing savings in manufacturing and overhead costs were offset by nonrecurrenceof favorable prior-period warranty adjustments in 2006 as well as higher net product costs. The increase in product costs includedhigher regulatory and commodity cost as well as added product features that were in part recovered by higher pricing.

Exchange was about $200 million unfavorable, primarily reflecting the weakening of the US dollar.






Now slide 14 shows US market share for Ford and Lincoln-Mercury. For the third quarter, our market share was 13.4%, including2.9% for fleet and 10.5% for retail. Previously indicated and in line with our plan, we continue to reduce our sales to daily rentalcompanies; and therefore our fleet share continues to decline.

Our retail share was 10.5% in the third quarter, down from the same period a year ago. The reduction in retail share primarilyreflects lower full-sized pickup sales, lower midsized SUV and sport car sales. This reflects in part the weak housing market,higher gasoline prices, and the nonrecurrence of major end-of-model incentive programs in 2006.

Our newer products are doing very well in the marketplace, but their impact has been more than offset by weakness in someof our older products.

Slide 15 tracks our progress in reducing our employment. As of the end of the third quarter, we have reduced our salariedpositions to 23,900, a reduction of about 7,600 since the end of 2006 and below our 2008 target. Our September 30 hourlyemployment was 59,700. It's a reduction of 18,200 people from year-end 2006, including 5,200 during the last quarter.

At ACH there were 6,200 hourly employees at the end of the third quarter, a reduction of 4,900 since the end of last year. Thebulk of these employees are planned to be redeployed or separated by the end of next year. Overall, we are on plan in theseareas.

Slide 16 shows our assembly capacity plants in North America. Since year-end 2005, we have reduced our maximum installedcapacity by 1 million units to 3.8 million and our straight-time manned capacity has been reduced to 2.9 million units. Thereduction shown in the third quarter of manned capacity from 3 million to 2.9 million reflects a line rate reduction at the Louisvilleassembly plant.

By the end of 2008, our maximum installed capacity is planned to be 3.6 million units. Our straight-time manned capacity bythe end of next year is planned to be around 3 million units.

Slide 17 provides a summary of our progress on cost reductions in North America. Our goal is $5 billion of annual operatingcost reductions by the end of next year compared with 2005. During the third quarter, we made significant progress in a numberof areas such as manufacturing, spending-related, and overhead costs. These are offset by the nonrecurrence of warrantyadjustments made last year, along with higher net product costs.

This year, we have made significant progress in reducing our structural cost. But much of this improvement has been offset byhigher commodity costs and increases in product content, in part to meet regulatory requirements.

Next year, we expect our structural cost reductions to continue, with improvements in essentially every area of the businessincluding manufacturing, engineering, spending-related, and overhead costs. In addition, we are planning smaller changes inproduct content, and we do expect a tempering of commodity cost increases so that net product costs also should decline.

We remain committed to our plan to achieve our cost-reduction target of $5 billion.

Now on to South America, on slide 18. Third-quarter sales were 116,000 units, up 15,000 from a year ago. Despite the unit volumeincrease, our market share declined because strong industry demand continued to outstrip our ability to keep up. Revenue was$2.1 billion, $600 million higher than last year, reflecting higher volume, a stronger Brazilian currency, and favorable pricing.

South America posted a profit of $386 million in the third quarter. This is $185 million better than a year ago, primarily reflectingfavorable net pricing and higher volume.

Slide 19 covers Ford of Europe. In the third quarter, wholesales were 422,000 units, down slightly from last year. Third-quartermarket share was 8.7% in the 19 markets we track. That is 2/10 of a point compared with a year ago.






Revenue was $8.3 billion, up $1 billion from last year, primarily due to favorable currency exchange. Third-quarter profits were$293 million, an improvement of $306 million compared with a year ago.

This reflects the sixth consecutive quarter of year-over-year improvement at Ford of Europe. The net profit improvement ismore than explained by favorable cost performance and net pricing, partly offset by lower volume and unfavorable mix. Thefavorable cost performance primarily reflects improved quality and material cost reductions.

Slide 20 covers PAG. Third-quarter wholesales were 171,000, up 20,000 from last year, primarily reflecting higher sales at LandRover and Volvo, partly offset by a reduction at Jaguar. US market share was 1.1%; that is up 1/10 of a point, primarily due toincreases at Land Rover. Europe market share was 2.2%; that is up 1/10 of a point as well, primarily at Land Rover and Volvo.

Revenue was $7.4 billion, up $900 million from a year ago, primarily reflecting volume, favorable exchange, net pricing, withmix a partial offset. Third-quarter results were a loss of $97 million. That included a loss at Volvo, partly offset by a small profitat Jaguar and Land Rover.

These results are an improvement of $411 million from 2006, which was primarily explained by favorable cost performanceacross all brands, including the nonrecurrence of the unfavorable 2006 adjustments to warranty reserves. Higher volumes andfavorable net pricing were partly offset by the continued weakening of the US dollar against key European currencies.

Slide 21 covers Asia-Pacific, Africa and Mazda. Overall third-quarter profits were $48 million. We earned $18 million from ourinvestment in Mazda; this is down $22 million compared with last year.

Slide 22 covers Asia-Pacific and Africa. Wholesale volumes increased by 5,000 units, primarily explained by higher volume inChina. Revenue in the third quarter was $1.8 billion, an improvement of $200 million, largely explained by exchange rates.Asia-Pacific and Africa reported a profit of $30 million; that is $86 million better than 2006.

Net improvement reflected cost improvements and favorable net pricing, partly offset by adverse product mix, mainly inAustralia.

Slide 23 shows automotive cash and cash flow. We ended the third quarter with $35.6 billion of gross cash. That is a decreaseof $1.8 billion compared with June 30 and an increase of $1.7 billion compared with the end of last year.

Our operating cash flow was $1.3 billion negative in the quarter. That included the automotive pre-tax loss of $400 million.Capital spending during the quarter was about equal to depreciation and amortization. Changes in working capital were $600million negative.

Expense in payment timing differences were an outflow of $300 million. This is typical for the third quarter, where we makecash payments associated with accruals, mainly for marketing incentives that were made earlier in the year. Separation programsresulted in an outflow of $400 million for the quarter; and we contributed $200 million to our pension plans.

The positive cash flow in the first nine months is better than planned, primarily reflecting improvements in profits, and reductionsin separation programs and capital spending. We expect, however, that the fourth-quarter cash flow will be negative becauseof operating losses and expense and payment timing differences. As a result, we're expecting the full-year operating cash flowwill be about breakeven.

Now slide 24 looks at our cash flow forecast for '07, '08 and '09, and breaks it down into a few major components so you canbetter understand what is going on. We now project that the 2007 to 2009 cash outflow for operating losses and restructuringwill be in the range of 12 to $14 billion. That is 3 to $5 billion better than our original plan of $17 billion that we discussed atthe time of our financing last year.






I would also like to point out that beginning in 2008 Ford plans to pay all interest rate supplement and residual value supportto Ford Credit at the time Ford Credit purchases new contracts. This will reduce ongoing automotive obligations to Ford Credit,and it is consistent with general industry practice. Ford will continue to make monthly support payments on existing contracts;and these should roll off by the end of 2011.

This change in practice is being implemented sooner than we had originally planned, in recognition of the strengthening ofour financial position relative to the plan. As shown, the top of the slide on the right, these incremental payments are forecastto be about $5 billion during 2008 and 2009.

The acceleration of these subvention payments will be more than offset by improvements in our operating cash flows that wehave seen this year and that we project going forward, as well as lower expenditures associated with our personnel restructuringactions.

Further, Ford Credit plans to reinstitute distributions or dividends to Ford beginning next year. These distributions are shownin the memo and are not included in automotive operating cash flow. The level of distributions is based on Ford Credit maintainingits managed leverage between 11 to 1 and 12 to 1.

Now on to slide 25 which covers actions that we have taken to strengthen our balance sheet. In July, we completed conversionof 2.1 billion of trust preferred securities into shares of common stock. As I just mentioned, beginning in 2008 we will pay allinterest rate subvention and residual support to Ford Credit at the time of origination for new contracts.

We also are strengthening our balance sheet with additional changes in our long-term investment strategy for our US pensionfund. In July, we indicated that our year-end 2007 asset allocation target was 45% for fixed income and 55% for public equityand other investments. Beyond 2007, we will be diversifying our asset allocation by further reducing public equity and expandingour investment in alternatives.

Our new, strategic, long-term targets are 45% fixed income, 30% public equity, and up to 25% alternative investments. Weexpect to reach this target allocation within the next five years.

Now let's turn to slide 26 on Financial Services. Earnings at Financial Services were $556 million, $194 million lower than lastyear.

Cover Ford Credit on slide 27. Ford Credit's earnings were $546 million in the third quarter. That is $184 million lower than in2006. The decrease in earnings primarily reflected the nonrecurrence of credit loss reserve reductions, higher depreciationexpense for leased vehicles, and higher borrowing cost. These factors were partly offset by a gain related to the sale of a majorityof our interest in Volvo Finance and lower operating costs.

Overall, excluding the impact of gains and losses related to market valuation adjustments from derivatives, we still expect FordCredit to earn on a pre-tax basis about 1.3 to $1.4 billion this year. This is in line with our previous estimate. We do plan to resumethe use of designated hedge accounting for derivatives at Ford Credit next year, which will reduce our ongoing earnings volatility.

Now on to slide 28, for an update on Ford Credit's liquidity. At Ford Credit, we look to our committed capacity to provide fundingflexibility and protect liquidity. Our liquidity in excess of utilization was $27 billion at September 30, unchanged from June 30.We completed our third-quarter funding plan in spite of the recent market volatility.

We did have several weeks in August and September where we issued commercial paper overnight and at higher cost. InSeptember, we temporarily reduced the outstandings for our FCAR program. Recently, however, the spreads and terms havereturned to more normal levels. Overall, the demand remains strong for Ford Credit's assets.






shows where we are on our planning assumptions and operational metrics. Total industry sales during the first ninemonths were equal to a SAR of 16.5 million units in the US and 17.9 million units in the 19 markets that we track in Europe. Ourfull-year outlook now is in the range of 16.3 to 16.5 million in the US and 17.7 to 17.8 million in Europe.

On the operational metrics, we continue to improve our quality and, as mentioned earlier, have received favorable endorsementsfrom outside sources.

Market share was down compared with last year in the US. Share was higher in Europe but lower in South America and Chinadue to capacity constraints. As a result, our share performance outside of the US is mixed.

Automotive costs were reduced by $1.8 billion during the first nine months compared with 2006, and this was better than plan.Absolute operating-related cash flow during the first nine months was $1.7 billion positive. We now expect full-year operatingcash flow to be about breakeven, an improvement compared with last year's outlook.

Year-to-date capital expenditures were $4.2 billion. We now expect that our full-year expenditures will be about $6 billion.

Now we will go through our production plans for the fourth quarter. In North America the schedule is set at 645,000 units,39,000 units higher than a year ago and consistent with the level we advised in the October sales call last week. At Ford Europe,we expect fourth-quarter production of 480,000 units, down 2,000 from a year ago. For PAG we are planning on fourth-quarterproduction of 188,000, up 9,000, primarily reflecting new product introductions.

Slide 31 shows how we expect to perform in the full year versus our plan. As you can see in the far right column, we are aheadof or equal to our plan in all areas. Starting at the top of the slide, we expect a substantial year-over-year improvement in thefourth quarter and for the full year for our automotive operations.

We now expect on our pre-tax basis, including special items and including Ford Credit, that our full-year results will be in therange of a small loss to about breakeven. Excluding any gains or losses associated with future divestitures, we anticipate full-yearspecial items to be in the range of 1 to $2 billion. This projection includes a onetime non-cash charge of approximately $1.4billion related to a proposed change in business practice for approving and announcing retail variable marketing incentives toour dealers.

Under our present practice, we announce and commit to incentives on a quarter-by-quarter basis. This change, which wouldoccur late in the fourth quarter, would revise our process so that we announce and commit to incentives on an annual basis.

Overall, we are performing significantly better than our plan, supporting our expected return to profitability in 2009.

Just a correction; a moment ago I mentioned that pre-tax operating results excluding special items. I said including; I meantexcluding special items. So right in the middle of the slide where it says pre-tax operating results, the two asterisks on a smallloss to breakeven -- that includes automotive and Financial Services; that excludes the special items charges which are showntwo lines below that.

Now I will turn it back to Alan.


Very good, Don. Thank you very much. I would now like to turn to slide 32 and turn our attention to the forward year outlook,and share with you our assessment of where we stand on achieving our key business and financial goals over the next few years.






We remain committed to our plan, and the improvements we are seeing this year give us added confidence that we are ontrack to meet our 2009 profitability targets. We also are on track to meet our North American cost-reduction target of $5 billionby 2008. We are also making progress on our market share goals.

And, as discussed earlier, based on the improvements we have seen in our cash flow this year, we now expect our automotiveoperating cash flows and restructuring expenditures to be about 12 to $14 billion during the 2007-2009 period, a substantialimprovement.

Turning to slide 33. In summary, our third-quarter results and the Company's performance through the first nine months of theyear indicate that our plan is working and we are making significant progress. Let me leave you with a few additional thoughtson our progress.

We expect our automotive operations to show continuing improvements from 2006 levels. We now expect our overall pre-taxoperating results to be a small loss to breakeven this year.

We're deploying our capital wisely, and we're working as a global team to meet our goals. We have completed the financingpart of our plan and we are moving forward to strengthen the balance sheet and reduce our risk profile.

We have a solid leadership team in place that is working even better together to deliver bottom-line results around the world.The entire team is encouraged by the progress we have seen, and we remain committed to improving our business performanceand delivering our plan.

With that, I would like to open it up for questions.


Thank you, Alan. Ladies and gentlemen, we are going to start the Q&A session now. We have about 50 minutes for the Q&A.We will begin with questions from the investment community and then take questions from the media, who are also on thecall.

As a reminder, we ask that you refrain from asking questions on the recent labor negotiations with the UAW, because we willnot discuss the specifics until the agreement is ratified.

In order to allow as many questions as possible within our time frame, I ask that you keep your questions brief, so that we don'thave to move callers along after a couple of minutes. So with that, Bill, can we have the first question please?

Q U E S T I O N S A N D A N S W E R S

Operator

Rod Lache of Deutsche Bank.

Rod Lache - Deutsche Bank - Analyst

Good morning, everybody. I won't ask about the specific details of this labor contract. But just relative to the Way Forward plan,could you just refresh our memory on whether the Way Forward plan included anything relative to the [COAs] or theseopportunities that were highlighted in the labor contract?







At this point, Rod, I think the best summary is that our new agreement is very supportive of our plan to return to profitabilityin 2009 and then further on.


Okay. The convert in the note that is being issued, is that -- can you just give us the timing of that issuance?


No, and again, I know this is not very satisfying, but we really want to respect the UAW's process that they are going throughto vote on the agreement.

But, I will assure you that next week following the ratification we are going to provide you extensive detail on the agreement.Because it really is going to significantly improve our competitiveness going forward, and we look forward to that call with you.


Great. Then on the operations, you guys are still showing on slide 24 a 2 to $3 billion operating cash flow burn. You are atbreakeven, close to breakeven this year. So you are you expecting, then, some kind of deterioration from here?


Rod, I think the best way to think of that is that comparing '08-'09 versus 2007 our profits will be better. Because we are movingup, we will be profitable in '09.

There are a couple of one-offs that helped us this year on our cash flow, mainly in the area of tax, that we don't expect to continue.But the big factor that drives the increase in the cash outflow is our CapEx will be higher in 2008 and 2009. Our operations willbe improving each year going forward.


All right. The pricing situation, it actually seems to be accelerating. Your retail market share has been pretty stable. Is thissomething that you see as surprising? Is that something that you see as sustainable? Is it kind of an industrywide thing? Ormaybe just elaborate a little bit on that.


You bet, Rod. I think that is a very important point to us, because it is appearing to stabilize, which is another key part of ourplan. Because we are really focused on adding some smaller cars and smaller utilities and the crossovers that the consumersreally do want and value, adding that to our world-class large SUVS and trucks.

The response that we are getting from those vehicles is very supportive of our plan. It looks like we are stabilizing the marketshare.






Clearly, as we pointed out, we are focused on retail over retail. We will get through this reduction to the fleet and focus evenmore on our customers.


The product is basically what is driving the improved pricing, the new products?


Yes, and Don pointed out another thing that is really working on the plan. That is making sure that we have the right contentin the vehicles. He mentioned that we put some additional cost in on the features that people really do want. From a go-to-marketpoint of view, that is really working on the net pricing.


Okay, my last point is just there is a lot of speculation this morning, after you guys changed the subvention policy with FordCredit. It seems like ultimately that would give you a lot more flexibility with Ford Credit. It gives you the ability to separate itmaybe more easily. Is there anything to read into that at all?


No, Ford Motor Credit is critical to our operations going forward.

Operator

Jonathan Steinmetz of Morgan Stanley.

Jonathan Steinmetz - Morgan Stanley - Analyst

Thanks. Good morning, everyone. Just a few follow-ups here. On the net price issue on slide 13, Don, you have got $1 billionfavorable year-by-year. I think you mentioned retail incentives, new equipment, and lower daily rental.

Is there any way you could talk a little bit about at least order of magnitude of each of these? How big a deal was sort of lowerF-Series incentives relative to this number?


Well, to go along with what Alan was saying about the new products and trying to get the content right, one other thing thatMark Fields and his team have really stressed this year is to be much more disciplined. So last year, we had the big incentiveprogram, including the 0% for 72 months; and we didn't have that this year. So that is a big piece of it.

Nearly half of that $1 billion is just in straight improvement in retail incentives. We have done some pricing that goes alongwith the equipment. The lower mix of daily rental was in there as well. So it is maybe half retail incentives, and then a quarterpricing, and a quarter business mix, Canada and Mexico and other things.







Okay. On the cost-reduction side, you're sort of flat, I guess, in the quarter. There has been some media speculation, anyway,about you accelerating some cost reductions in '08 in areas like sales and marketing or engineering and employment benefittype stuff.

Can you just comment? With being flat and trying to get to the $5 billion, will you publicly say you're making an accelerationin some of these areas?


Jonathan, we will continue to make adjustments going forward. But I think Don explained very well the situation on this lastquarter. But going forward, we're very confident that we are going to achieve our cost reduction across the entire enterpriseto achieve those goals on the way to profitability in '09.


Okay, last question. Similar to Rod's on Ford Credit, turning to Volvo, you're also doing some things that suggest you want tokeep it near term; but that maybe also make it a bit more easily severable. Can you just discuss, I guess, the plan there? Is theidea to fix it to sell it, or fix it to keep it?


I think the plan right now is to fix it.


Okay, thank you.

Operator

Peter Nesvold of Bear Stearns.

Peter Nesvold - Bear Stearns - Analyst

Good morning. A lot of news out yesterday on deferred tax asset write-downs. I guess if I look at the model and it looks if youlose money in 2008, is there a risk that you would also have to increase your valuation allowances against the deferred taxassets? Can you give us some kind of order of magnitude, perhaps?


Well, it so happens that we did set up a valuation allowance for deferred tax assets in the US in Jaguar Land Rover in the thirdquarter last year. So we have done that. That is why our tax rates have been wobbling around this year, because we have lostmoney in some cases and had to book taxes in other areas. So we have already done that.







So you don't see a further risk in the event of a net income loss next year? Forgive me if you went through this, but can youelaborate on the improved cash flow outlook, losing, burning $17 billion versus now 12 to $14 billion. Any more color on whatthe primary drivers of that were?


Sure. There's a couple of things. First off, it is the good performance this year and how that flows through. Then we are gettinga little bit better handle on the kind of improvements that we will be able to make in our product development system, as anexample. So lower and more efficient engineering and R&D and more efficient capital spending.

It is just a whole range of improvements across the whole system. We just thought this would be a good time to really lay thisout for you and help you see just how much ahead of the plan we are.


Then final quick question. Your SAR expectations for '08, I am assuming that includes heavies, number one. Number two, howdoes that forecast for '08 compare to what your expectations were back in September '06, when you outlined the updatedversion of Way Forward?


Well, as you know, at that time we set our plan for '07 at 16.8. So that was our baseline. It's going to be a little bit lower thanthat. It has been lower in the second half than the first half.

So what we are looking for in 2008 and probably at least through the first half of 2009 is somewhere in the low 16s. That is alittle lower than we were planning back about 15 months ago; but I think that is just the way it is.

As Alan mentioned, we are constantly monitoring the situation and adjusting our plans, taking the necessary steps to achieveprofitability in 2009.


Thank you.

Operator

Chris Ceraso of Credit Suisse.

Chris Ceraso - Credit Suisse - Analyst

Thanks. Good morning. A couple of things. As it relates to the cash flow, will there be more cash outflow for severance for peoplethat left, say, late in the third quarter? Or have you gone through the bulk of that for the people that are going to separate underthe attrition program that you have already done?







There will be some more cash outflows in the fourth quarter of this year. Now, if you look at chart 24, we show 5 to 6; and I thinkour year-to-date is 2.1. So we will end up this year somewhere in the 2 to 3 billion range, so a little bit more in the fourth quarter,and then the balance in '08 and '09.


Okay. Can you just give us a little more clarity as to the change in your decision on the incentive accounting? Why are you doingthat?

Then will you still make adjustments to the accrual quarterly as you go throughout the year?


We will always make adjustments to the reserves, make sure that they are correct. The reason we are doing it is just -- it is justa simpler and better way to communicate to the dealers, so that they know that the incentives will be there for the next -- forthe entire model year.


Is this just on dealer incentives, or is this also on direct-to-customer incentives?


This is for incentives, all incentives.


All incentives? Okay. Next question on Ford Credit. I think that you mentioned this on the call already, that it is still a strategicpart of the business. I think you have always said that the game plan is to get the Motor Company fixed, so you get theinvestment-grade rating back.

Can you still run Ford Credit, say till 2009 or 2010, if it takes that long to fix the Motor Company? Or do you have to pursue someother action to get cheaper borrowing costs there?


Yes and no. We can keep operating just fine.


Okay. Then last question, what is the plan for rental sales in '08? Are you going to bring that down by another slug?







Well, we have set our plan for daily rental; and I think the last big delivery of the old Tauruses to the daily rentals was in Octoberof '06. So we are going to be staying on our plan, but the year-to-year reductions in the daily rental side will be less goingforward.

Having said that, we are very focused on making sure we have balance and not to oversupply our vehicles to the daily rentalsector.

Operator

Himanshu Patel of JPMorgan.

Himanshu Patel - JPMorgan - Analyst

Hi, a couple of questions. Europe was pretty strong this quarter. Could you talk a little bit about the sustainability of those profitsinto '08?


Well, you know, the reasons why we are doing well in Ford Europe are pretty straightforward. We have sized the place. Welowered the capacity to meet the demand. We accelerated the product development, and we have got a great line of large carsout now, Galaxy, SMAX, and the new Mondeo. We have got a whole lot of new product coming next year.

Our cost base is good, our plants are operating as capacity, and our products have been very well accepted. So we do think itis sustainable. In fact, we would be disappointed if we couldn't continue to improve.


Okay. Then Don, on slide 24, the accelerated subvention payments, the target there seems to be $5 billion up from $2 billion.Can you tell us how much of that increase has already been done, if any?


Well, we haven't started that yet. That accelerating the subvention payments, we will start that on January 1.


In '08? Okay.


So what this means is our plan had been to do $2 billion during the period, and two things have happened. One, the amountof subvention has grown, because that is just the way it ended up, because there were more programs -- particularly last year-- where Ford Credit was used by Ford to sell vehicles. So the balance got bigger.






Then we have decided to start earlier. We were going to start around the middle of next year, and now we decided to do thison January 1. So whereas it was going to be $2 billion from like midyear '08 through the end of '09, now we expect around $5billion for '08 and '09. As I mentioned, we expect that balance to eventually run off sometime in 2011.


Okay. On that same slide, I don't know if you can answer this or not, but would the restructuring costs forecast materially changewith the implementation of the UAW contract? Or would you feel comfortable saying that that is still a good number that wecan (multiple speakers)?


Maybe you could save that question for the conference call that Alan mentioned earlier.


Okay.


We would be happy to take that up then.


You bet.

Operator

Jairam Nathan of Banc of America Securities.

Jairam Nathan - Banc of America Securities - Analyst

Hi, thanks. In context of what you guys said about South America, on your market share loss, I'm just wondering. Given all thesecash outlays for restructuring, does that put you at a disadvantage in investing in emerging markets? How should we thinkabout the sustainability of South American profits?


Well, I think you asked a two-part question. One, are we going to invest in growth markets? I think we have good plans andChina; Alan mentioned those. We are doing very well in Russia; recently announced a capacity expansion at our St. Petersburgplant. And we are growing in India.

With respect to South America, we wouldn't expect that these -- these are really, really great profits in South America. It's reallyall the same things that I mentioned before -- sizing the place right, getting the new products, positioning, and so on. But theseare really outsize returns.






So whereas I said in Ford Europe I thought we would be disappointed if we couldn't continue to grow the profits, I think inSouth America this is probably about as good as it gets.


Just one more question on Volvo. Mercedes and BMW kind of earn like 7%, 8% operating margins. You mentioned that Volvois also at a loss this quarter. But is there something you can achieve there on profitability?


I think that we can do substantially better than where we are today. We have got a great product line. We need to get theawareness, the consideration out, and work the cost structure like we are doing with the rest of our operations. But we canmake a lot of improvement.


Thank you.


You bet.

Operator

Rob Hinchliffe of UBS.

Rob Hinchliffe - UBS - Analyst

Thanks. Good morning. A couple of questions. I guess, back to slide 24 and cash flow, just the restructuring cash -- and maybethere is an update coming. But going from $7 billion to 5 to $6 billion, what drove that 1 to $2 billion decline there?


I would say that the biggest piece was that we were not quite sure what it was going to cost. So actually we -- we are actuallyin the position of having gotten more people out for less. That just means that we were unsure of the estimate at the time thatwe were going out to raise the financing last year. Maybe we were a little conservative on some of the numbers.


Okay. On the subvention payments to Ford Credit, to what degree could that help Ford Credit's rating? Is that enough, do youthink? When do you think it might be able to start to help, if it does?


I think fundamentally, what helps Ford Credit's rating is Ford. If we stay on this plan, we will become investment-grade.






Now will this help a little bit on the margin? We hope so, but I don't think that -- that is not the fundamental driver in this case.


Okay. You mentioned CapEx, Don, going up '08-'09. About how much, do you figure?


Probably around $7 billion per year.


$7 billion a year. Then just the last one. Product costs going up and offsetting some of the cost savings. What does that looklike to you in '08? Will cost saving be greater than the offsets? Or is this kind of just an ongoing battle that it is going to be hardto get ahead of?


I think it is going to be an ongoing battle; that is just the way this business is. But I think of it this way, that the cost reductionpiece of it will be about the same or maybe a little better as we begin to reduce the complexity and become more global in ourproduct development and leverage our assets.

Now, what is really, we think, going to make the big difference is we will have two things that will be less bad next year. One ofthem is raw material cost and commodities have really gone up this year; and we don't expect to see that kind of an increasenext year.

Secondly, we had a lot of regulatory increases this year, particularly related to diesel engines in the US, that shouldn't recur nextyear. So when you put all that together, we expect to go and do a lot better in the aggregate on the net product cost side in'08 and in'09 and forward as well.


Bill, can we have the next question please?

Operator

John Murphy of Merrill Lynch.

John Murphy - Merrill Lynch - Analyst

Good morning. Alan, for a long time, Ford's stance on Volvo has been that a sale is not a possibility. Now that you are goingthrough this strategic review that you seem to have initiated, it sounds like all options are on the table, including potentially asale.

I was just wondering. The change in philosophy there, is that the function of what is going on more at Volvo; or more of afunction of what is going on at Ford, the Ford parent company?







You bet. I think that it is more along the lines of continuing to assess our portfolio, where each of the brands are, and then whatis the best thing for near- and longer-term value creation.

Clearly, with what we shared with you about Volvo, we have decided the most important thing we can do in the near term isimprove their fundamental cost structure. They have got a great product line that is set for the future. The best thing we cando in the near term is improve the cost structure. So that is what we are going to focus on.


Okay. Then just following up on the costs that are associated with Volvo here, the overhead costs with Volvo, Jaguar and LandRover under the PAG umbrella. It sounds like there is almost a reallocation of expense going on here, and more of the overheadbeing allocated to Volvo that is part of the pressure, and really just prepping the books for the JLR sale.

Is there anything going on there that is out of the ordinary? Were there any overhead costs that are just unfairly being burdenedon Volvo versus that aggregate umbrella here in the short term?


No, we're constantly looking at our cost, and that is an ongoing thing for us. But the amount of overhead associated with thePAG is really small. It is in fact inconsequential in the scheme of things.

The issues are the same ones that Alan mentioned, and it is really not at all to do with overhead allocations.


So what is the reason for the deterioration of Volvo here in the short term, specifically?


Well, the primary thing that has taken them off the plan has been exchange rates. Exchange rates have a number of effects,and the most direct is just the translation on the revenue. But then, the competition gets tougher all the way around, and themarketing incentives.

So it is really important for us to step back in support of this next phase. To, as Alan said, work on the cost side; but also to workon the positioning of the brand, work toward a real premium position. And that is going to be our main focus.


Okay. Another question on the 7,000 workers that rescinded the buyouts. I was just wondering if you sort of could conjectureas to your -- if there is any conjecture as to why you had 7,000 workers rescind the buyouts; and if that has any implications forpotential future buyouts. Because if you're already having 7,000 workers that accept and rescind, it seems tough that you geta lot more buyouts going forward.







Yes, I don't know exactly what you're referring to. But I mentioned I think 700 people.


Okay, 700.


Yes, 700, and that does not have a major implication on our -- in fact, it was actually fairly close to the original estimate that wehad in the number of people that might in fact rescind.


Yes.


Okay. Then lastly, Don, what changed or prompted the change in pension allocations going forward? Will that have anyimplications for the return assumptions on the pension plan?


What prompted it was a whole range of things. But really as Alan mentioned, it was our desire to try and improve our balancesheet and reduce our risk profile.

So what we're trying to do here is to actually reduce the emphasis on the return. And we haven't yet decided what the effectmight be on the return. As you know, only time will tell on that.

But what we're really focusing on is to try and reduce the volatility and the potential risk of unplanned cash contributions. Sowe are trying to reduce our risk profile, and that is really what this means here, as we try to improve our balance sheet.

That would include the trust preferred exchange, and the subvention change with Ford Credit, and all the other things we havebeen doing, starting with the financing that we did last year.

Operator

Robert Barry of Goldman Sachs.

Robert Barry - Goldman Sachs - Analyst

Hi, guys. Good morning. Question on the commodities and regulatory costs. I think you said on the slide year-to-date commoditieswas up about $1 billion. Can you quantify the year-to-date increase in the regulatory-related costs?







It's about half that size, maybe half, maybe a little more than half. Sometimes it is hard to define exactly where a regulation costends and a feature cost starts. So, it is more of an amorphous thing than a raw material price increase would be.


Right. In terms of raw mats and these regulatory costs, do you see them -- is the message that they are going to be up again in'08, but just less of an increase? Or will they actually be down year-over-year?


No, the main -- I don't expect them to be down. But the main increase that we saw in '07 -- and it wasn't just us, it was everybody,with the law change for trucks and for diesel engines. Everybody put added equipment on their trucks and their diesel enginesto do that.

The law doesn't change again until 2010. So we don't expect a decrease, and we don't expect the magnitude that we saw thisyear.


Any ability right now to dimension the impact or the increase? Half of what it was this year, a quarter?


What I said earlier was that we would expect, if you look on page 10, looking at next year, that the net product costs instead ofbeing unfavorable would be favorable.

So it could have a big impact when you take the commodities and the regulatory, together with the cost reductions and thefact that we expect to see improvements in all those, but mainly on the commodity side and the regulatory.

In fact, we are just looking at some sheets here while we were talking. It would appear that the regulatory is probably prettyclose to the commodity cost. So more than half as much, just about the same.


Then two follow-ups on slide 13, under the volume mix bar, the mix was positive 0.5. Is there anything in particular driving that?Is there any fleet-related stuff in there? Or is that all in pricing?


There's some fleet things in there. But -- I'm just looking here. There was favorable mix in some of our PAG areas; but it is mainlyin the US and North America. It includes the Edge and the Lincoln MKX and the series and option mix, not having the Taurus,the old Taurus any more. So it is a lot of things.







Then just finally, on the same slide you've got the manufacturing, engineering, and overhead up together about $700 million.How does that work? I mean, you're reducing headcount hourly and salary. You're reducing capacity. How is it that those itemsare still going up so much?


Well, those are going down. It is the product costs and the warranty that are going up. So when you don't have brackets, theway we look at things, that is good. When you have brackets, those are bad.

So the products costs are going up, the warranty goes up. Not that our warranty costs are going up, but year-over-year we don'thave the reserve release that we had last year.

Then the manufacturing, engineering, and overhead costs are going down by $500 million and $200 million, respectively. Doesthat help?

Operator

Thank you very much, sir. We will be moving on to the media portion of our Q&A today. Tom Walsh of Detroit Free Press.

Tom Walsh - The Detroit Free Press - Media

Good morning, guys. Two questions. One quick on capital expenditures. The reason they went down this year or they are goingdown this year, is that conserving cash for the VEBA perhaps? Or is this a matter of the savings in the new product developmentstructure?


It is absolutely the latter, Tom. The progress that Derrick and the entire team are making on the productivity of our productdevelopment system, great progress.


Okay, second question has to do with market share. You have sort of said that you're fairly confident that you have stabilizedmarket share at a certain level. But I am looking at slide 14 and the year to years on both fleet and retail are down, 1 point inthe third quarter on retail alone, and 7/10 of a point for the first nine months.

Year-to-year, the numbers don't look stabilized yet. Elaborate for me a little bit on why you think the market share US numbershave stabilized or are about to stabilize.


Sure. The numbers you have on 14 are percents of the total. So you also have the fleet in there, that kind of camouflages thereal essence, and that is retail over retail. The retail over retail is what we are really looking at as we take the fleet down. Thathas dramatically stabilized through this year. So that is the most important metric that we are looking at.







When you say stabilized through this year, you mean those 10% numbers across the 2007 (multiple speakers)?


Well, retail over retail it is around 13%. We don't have it on that chart because those percentages are of the total. But retail overretail is what we are looking to stabilize, because that is the core of our business. We're stabilizing -- we want to stabilize thataround 13%.


Okay, and that is about where it is now?


Yes.


And that is actually about where it has been running almost for the last year, right around 13%. Maybe a little bit less, a little bitmore in some months. But right around the 13%.

We were down in the third quarter from last year, because last year we had some big incentive programs. This year, as I mentionedearlier, Mark Fields and his team have been very disciplined about not having big incentive programs at any one time, but tryingto understand what the true demand is, sizing the capacity for it, reducing the complexity, and getting the product contentright.

So we are feeling increasingly confident that we are on the right track here.


Yes, Tom, just a little bit more color to your point. When you just look at October and year-over-year, Lincoln, the Lincoln brand,the Milan, Mariner, the Mountaineer, up 17%. And the Mercury up 25%.

You look at that versus the Ford, and most of the Ford is the decrease in the fleet sales. You look at all that together, and thatis around the 13% that we are starting to stabilize on.

So it is a real testimony to the MKZ and the MKX as well as the new Ford vehicles, the Focus and the Fusion, the Escape and theEdge, complementing our bigger trucks and SUVs.


Thanks.







You bet.

Operator

Jere Downs of the Louisville Courier-Journal.

Jere Downs - The Louisville Courier-Journal - Media

Hello, gentlemen. Looking at slide 15 on your personnel reductions. The forecast for hourly in 2008 is between 55,000 and60,000. Can you give me a little insider color on where that extra 4,000 would come from at 55,000? Like what circumstanceswould have you go down, and where?


It is really part of the Way Forward plan to restructure our operations to the current lower demand and the changing modelmix. So that is just part of the plan to improve our productivity and reduce our cost structure.

Jere Downs - The Louisville Courier-Journal - Media

Thank you.

Operator

Tom Krisher of The Associated Press.

Tom Krisher - The Associated Press - Media

Hello, gentlemen. I'm still a little bit unclear on Volvo. Alan, when I was driving back, you said on the radio that you are not goingto sell it. Yet, I'm hearing -- I am not hearing a definitive statement like that in any of the statements here. Is it fixing it, keepingit short-term, is that accurate?


Our plan now is to not sell it and to focus on improving especially the cost structure and the positioning of the brand itself,reflecting their new terrific lineup of cars and trucks, cars and crossovers.


Does that mean keep it forever, then? It is forever a part of Ford?


It is what we have decided for now is our focus.







Okay.


Any -- like we have talked about, we will continue to review the portfolio on a periodic basis. But our focus right now is tocontinue to improve their productivity and reduce their cost structure.


Okay, and one other question, kind of a follow-up to Jere's question. The extra 4,000, does that mean there is going to be -- onthe employee reduction, hourly employee reduction. Does that mean there is going to be another round of buyouts and earlyretirements to get there?


We will continue to reduce our employment consistent with our restructuring to operate at the lower demand over the nextyear years.


Okay. So I guess the current around of buyouts is pretty much over; so that would mean you would have to do something toprime the pump to get people to go.


We will continue to reduce our employment, consistent with restructuring.


Okay, thank you.

Operator

Mike Spector of the Wall Street Journal.

Mike Spector - The Wall Street Journal - Media

Hey, guys. Just a quick clarification. Are you saying your SAR forecast for '08 is to the downside 16 million for light vehicles?


No, that was total light and heavy, somewhere in the low 16's. We are not sure. 16.0 million to 16.5 million, somewhere in thatrange.







What about for light?


Probably take 300,000 off of that.


Okay, so the question is, do you feel that you will be able to stay disciplined on pricing and stay on plan overall if you get adownturn to, say, 15.5 million light or so, as some are predicting? And maybe higher regulatory costs if Congress passes CAFE?


Absolutely. The plan that we are on is really working, and that starts with sizing our operations to the real demand. That is whywe are seeing the net pricing go up, because we are making the number of vehicles that people really do want and they reallydo value. So we're going to stay very disciplined on that element of our plan.


Okay. Then, do you still plan to close all 16 plants as announced in the acceleration of Way Forward?


That is a great question for next week. I don't know whether you were able to hear the first part of the call, but we are going tohave another conference call next week following the ratification vote. We look forward to explaining all the details of our newagreement with the UAW that not only is fair and respectful for our employees, but also allows us to significantly improve ourcompetitiveness going forward.


Okay, fair enough. Just to recap, your plan going forward games in something like a 15.5 million light vehicle SAR and possiblyincreased regulatory scrutiny with CAFE getting passed.


No, not 15.5 million.


Let's take it again. We said somewhere in the 16.0 to 16.5 million.







I'm just talking light right now.


Okay, so then if you take off, say, 300,000, say 15.7, 15.8 million, up to 16.2, 16.3 million; right around in there.

So maybe on light, you would say plus or minus a couple hundred thousand. We are looking at around 16 million for next year.That seems to be the way it feels and that is what we are planning on.


Having said that, none of us have a crystal ball, and we have a lot of things going on in the marketplace. But another key elementof our plan is that we are watching this very carefully. We are not going to get behind, and we're going to take the actions thatwe need to take to support the real demand.


I got it.

Operator

Jeff Bennett of the Dow Jones.

Jeff Bennett - The Dow Jones - Media

Thanks very much. Could you give a little information on the Ford Motor Credit payments that will begin next year? What iscausing that and about how much would they range?


Well, it is really not a Ford Credit payment. The way Ford interacts with Ford Credit now is that when Ford provides an interestrate supplement to Ford Credit, or in effect subvenes the interest rate, Ford Motor pays Ford Credit along the same timing, timeframe, as the retail contract.

So if it is a three-year loan, then Ford would pays Ford Credit over that three-year period, just the way the consumer pays FordCredit. That is how we do it today.

Starting January 1, what we're going to do is have -- when there is a contract that is purchased and Ford Motor has providedsome subvening of the interest rate, Ford will pay Ford Credit up front. The existing contracts that are on the books will continueto run off, and that will conclude by 2011 or so. Does that help?







Yes, it does. Alan, just a little bit more insight hopefully into the Volvo brand. What are you kind of looking at? Would it be moreworking it as more of a niche product, kind of like a Toyota Scion, kind of keeping it on its own? Or do you want to kind of mixinto your overall Ford presentation?


Our real plan there is to keep positioning the Volvo brand as a premium brand, which it clearly is now.

In history, it was kind of like a near-premium the way some people would think of it. Clearly with what we have done on theproduct development -- and you look at their cars and the new crossovers and the utility vehicles -- they are really moving toa premium brand.

So consistent with that, we just want to improve their cost structure going forward, and they are going to be fine, I think.


Okay, thank you very much.


You bet.

Operator

Rick Popely of The Chicago Tribune.

Rick Popely - The Chicago Tribune - Media

Thank you. Just wanted to ask if, when you talk about being profitable in 2009, that includes North America.


Yes.


North America will be profitable in 2009?


Yes, our plan is to have North American profitable, and our entire automotive operations worldwide to also be profitable.







I see.

q3 2007 ford motor company earnings conference call on nov...

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