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Form 8-K FORD MOTOR CO For: Apr 28

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April 28, 2016 7:34 AM EDT





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549




FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report: April 28, 2016
(Date of earliest event reported)


FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)



1-3950
38-0549190
(Commission File Number)
(IRS Employer Identification No.)
 
 
One American Road, Dearborn, Michigan
48126
(Address of principal executive offices)
(Zip Code)



Registrant’s telephone number, including area code 313-322-3000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))







Item 2.02. Results of Operations and Financial Condition.

Ford Motor Company (“Ford”) hereby incorporates by reference its news release dated April 28, 2016, which is filed as Exhibit 99 hereto.

Beginning at 9:00 a.m. on April 28, 2016, Ford President and Chief Executive Officer Mark Fields and Executive Vice President and Chief Financial Officer Bob Shanks will host a conference call to discuss Ford’s 2016 first quarter results. Investors may access the presentation by dialing 1-877-870-8664 (or 1-970-297-2423 from outside the United States). The passcode for either telephone number is a verbal response of “Ford Earnings.”

At 11:00 a.m. on April 28, 2016, Ford Motor Credit Company Chairman and Chief Executive Officer Bernard Silverstone and Ford Motor Credit Company Chief Financial Officer Marion Harris will host a conference call to discuss Ford Motor Credit Company’s 2016 first quarter results. Investors may access the presentation by dialing 1-844-305-7555 (or 1-484-653-6087 from outside the United States). The passcode for either telephone number is a verbal response “Ford Credit Earnings.”

Representatives of the investment community will have the opportunity to ask questions on both conference calls, as will representatives of the news media on the first call.

The presentations (listen-only) and supporting materials will be available at www.shareholder.ford.com.

Investors also may access replays of the presentations beginning after 1:00 p.m. the day of the event through Thursday, May 5, 2016 by dialing 1-855-859-2056 (or 1-404-537-3406 from outside the United States). The passcode for replays of the Ford Earnings call is 87919926; the passcode for replays of the Ford Credit Earnings call is 92313741. All times referenced above are in Eastern Daylight Time.

Please note that Exhibit 99 to this Form 8-K discusses various financial measures “excluding special items” and/or with other adjustments. The most directly comparable financial measures calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) are these same measures including special items and/or without adjustments. Ford believes that showing these measures on a basis that excludes special items and/or includes other adjustments is useful to investors, because it allows investors to evaluate Ford’s results excluding pension and OPEB remeasurement gains and losses that are not reflective of Ford’s underlying Automotive business results, and excluding or adjusting for items related to Ford’s efforts to match production capacity and cost structure to market demand and changing model mix, as well as other items that Ford does not necessarily consider to be indicative of earnings from ongoing operating activities.

In addition, Exhibit 99 discusses Ford’s key cash metrics, Automotive operating-related cash flow (which Ford believes best represents the ability of its Automotive operations to generate cash) and net interest. Ford believes that Automotive operating-related cash flow is useful to investors because it includes elements that Ford considers to be related to its operating activities (e.g., capital spending), and excludes cash flow elements that Ford does not consider to be related to the ability of its operations to generate cash. The most comparable GAAP measure is Net cash provided by / (used in) operating activities on Ford’s statement of cash flows. Net interest primarily measures profit variances driven by changes in Ford’s Automotive sector’s centrally-managed net interest, which consists of interest expense, interest income, fair market value adjustments on our cash equivalents and marketable securities portfolio (excluding strategic equity investments held in marketable securities), and other adjustments. The most comparable GAAP measure for net interest is the sum of interest expense, interest income, and gains/losses on the majority of Ford’s investments which are reported in Automotive interest income and other income/(loss), net on Ford’s income statement.








Item 9.01. Financial Statements and Exhibits.


EXHIBITS*

Designation
Description
Method of Filing
 
 
 
Exhibit 99
News release dated April 28, 2016
Filed with this Report







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
FORD MOTOR COMPANY
 
 
(Registrant)
 
 
 
Date: April 28, 2016
By:
/s/ Corey M. MacGillivray
 
 
Corey M. MacGillivray
 
 
Assistant Secretary











*
 
Any reference in the attached exhibit(s) to Ford's corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.






EXHIBIT INDEX



Designation
Description
 
 
Exhibit 99
News release dated April 28, 2016
 
 




 Record quarterly pre-tax profit of $3.8B, up $2.1B; net income of $2.5B, up $1.3B; after-tax earnings per share of $0.68, excluding special items, up $0.39 from a year ago  Strong Automotive operating-related cash flow of $2.7B, a first quarter record  Record Automotive pre-tax profit of $3.3B, up $2.0B; Automotive operations outside North America profitable in total  Record Automotive operating margin of 9.8 percent  North America quarterly record pre-tax profit and operating margin  Europe fourth consecutive quarterly profit and best quarter since 2008  Ford Credit continued to deliver strong results  Distributed $1.7B to shareholders including a regular quarterly dividend and a supplemental dividend of $1B  Global market share up two-tenths of a percentage point from a year ago at 7.1 percent with gains in North America, Europe and Asia Pacific  Launched new Fusion V6 Sport and announced plans for four all-new SUVs; on track for 12 global product launches  Announced Ford Smart Mobility LLC subsidiary to design, build, grow and invest in emerging mobility services  Became the first automaker to test autonomous driving in the snow  Ford named a World’s Most Ethical Company by Ethisphere Institute for the seventh year in a row; only automaker on the list  For 2016, continue to expect another strong year with sustained strong financial performance and returns and profitability across all parts of the business except South America 2 0 1 6 F I R S T Q U A R T E R F I N A N C I A L R E S U LT S * Ford Motor Company 1Q April 28, 2016 1 “The first quarter was an absolutely terrific start to the year – an all-time record for the company, with very strong performance across the business. We’re excited about our future and confident in our ability to deliver long-term growth and profitability, as we expand our business model to be both an auto and a mobility company.” Mark Fields, Ford President and CEO Ford Delivers Best Quarter Ever with First Quarter Pre-Tax Profit of $3.8B; Net Income of $2.5B Pre-Tax Results Net Income Revenue Wholesales Automotive Operating Margin Automotive Operating- Related Cash Flow 1Q 2016 $3.8B $2.5B $37.7B 1,720K 9.8% $2.7B B/(W) 1Q 2015 $2.1B $1.3B $3.8B 152K 5 ppts $2.2B H I G H L I G H T S P R O D U C T S A N D S E R V I C E S Announced an investment of up to $227 million to manufacture the Ford EcoSport small sports utility vehicle at the Craiova Assembly Plant in Romania starting in late 2017, taking advantage of the excellent workforce and operations at the plant. Ecosport Focus RS FordPass All-New Lincoln Continental Launched the all-new global Focus RS, a dynamic performance machine loaded with technology and innovative engineering, that includes a 350-horsepower 2.3- liter EcoBoost engine and Ford’s pioneering torque-vectoring all- wheel-drive system, setting all-new benchmarks for driving exhilaration on the road and track. Introduced FordPass – a digital, physical and personal platform with benefits including Marketplace, offering mobility services; FordGuides, who help you move; Appreciation, for membership loyalty; and FordHubs, for the company’s latest innovations. Unveiled the all-new Lincoln Continental which demonstrates the future of “quiet luxury.” Continental integrates technologies to effortlessly assist, entertain and comfort customers including the innovative E-Latch door system, Lincoln’s Perfect Position seats and rear seat amenities. *See endnote on page 4. For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. Follow at www.facebook.com/ford, www.twitter.com/ford or www.youtube.com/fordvideo1 │ NEWS www.facebook.com/ford www.twitter.com/ford

 
A U T O M O T I V E R E S U LT S  North America had best quarter ever pre-tax profit of $3.1B, up $1.5B, with a record operating margin of 12.9%  Market share improved in North America and the U.S. driven by strong fleet sales of the SUV line-up, Transit and F-150  Pre-tax profit improvement was driven by favorable volume and mix, reflecting the full availability of the product portfolio after the successful launch of F-150 in 2015 and the strength of our SUV product line up  For 2016, expect pre-tax results to be about equal to 2015 with an operating margin of 9.5 percent or higher North America Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 814K $23.9B 12.9% $3.1B B/(W) 1Q 2015 136K $3.9B 5.1 ppts $1.5B  Reflecting primarily the continued recession in Brazil and the currency devaluation in Argentina, all the key market factors and financial metrics declined in the first quarter from a year ago  Ford continued to deliver lower costs across many areas of the business  Higher loss was due to lower industry sales, primarily a result of a 29 percent reduction in Brazil  For 2016, expect pre-tax loss to be greater than 2015 due to the difficult business environment South America Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 63K $0.8B (30.4)% $(256)M B/(W) 1Q 2015 (38)K $(0.7)B (17.9) ppts $(67)M  Pre-tax profit of $434M was higher than the full year of 2015  The year over year pre-tax profit improvement of $476M was driven by favorable volume and mix as well as lower costs  Wholesale volume, market share and operating margin each improved in the quarter from a year ago  Ford remained Europe’s bestselling commercial vehicle brand, reflecting the strength of the Transit line-up and Ranger  For 2016, expect pre-tax results to be higher than 2015 Europe Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 399K $6.9B 6.3% $434M B/(W) 1Q 2015 23K - 6.9 ppts $476M  Results were adversely impacted by the external environment including low oil prices and political strife  Financial results reflect unfavorable exchange primarily reflecting the South African Rand, and higher costs  For 2016, expect pre-tax results to be equal to or higher than 2015 Middle East & Africa Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 46K $0.9B (1.5)% $(14)M B/(W) 1Q 2015 (1)K $(0.2)B (9) ppts $(93)M  Delivered a strong quarter with a pre-tax profit of $220M, up $115M from a year ago, with an operating margin of 8.2 percent; China joint ventures contributed $443M to the pre-tax profit, up $83M from a year ago  Profit improvement driven by higher volume and favorable mix  Top line grew; higher share and mix reflects the strength of new products including the Edge, Ranger and Lincoln in China  For 2016, expect pre-tax results to be higher than 2015 Asia Pacific Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 398K $2.7B 8.2% $220M B/(W) 1Q 2015 32K $0.4B 3.6 ppts $115M F O R D C R E D I T R E S U LT S  Ford Credit delivered another strong quarterly profit  Managed receivables continued to grow  Portfolio performance was robust, with consistent focus on strong risk management, originations and servicing  For 2016, expect pre-tax results to be equal to or higher than 2015 Ford Credit “The first quarter was outstanding, and we are confident in our ability to drive strong results globally. We expect 2016 to be a great year, and we plan to continue rewarding our shareholders through both supplemental and regular dividends as a part of our distribution strategy.” Bob Shanks, Executive Vice President and CFO Wholesales Revenue Operating Margin Pre-Tax Results 1Q 2016 1,720K $35.2B 9.8% $3.3B B/(W) 1Q15 152K $3.4B 5.0 ppts $2.0B Pre-Tax Results 1Q 2016 $514M B/(W) 1Q15 $31M Ford Motor Company 1Q April 28, 2016 2

 
R I S K F A C T O R S Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:  Decline in industry sales volume, particularly in the United States, Europe, or China due to financial crisis, recession, geopolitical events, or other factors;  Decline in Ford's market share or failure to achieve growth;  Lower-than-anticipated market acceptance of Ford's new or existing products or services;  Market shift away from sales of larger, more profitable vehicles beyond Ford's current planning assumption, particularly in the United States;  An increase in or continued volatility of fuel prices, or reduced availability of fuel;  Continued or increased price competition resulting from industry excess capacity, currency fluctuations, or other factors;  Fluctuations in foreign currency exchange rates, commodity prices, and interest rates;  Adverse effects resulting from economic, geopolitical, or other events;  Economic distress of suppliers that may require Ford to provide substantial financial support or take other measures to ensure supplies of components or materials and could increase costs, affect liquidity, or cause production constraints or disruptions;  Work stoppages at Ford or supplier facilities or other limitations on production (whether as a result of labor disputes, natural or man- made disasters, tight credit markets or other financial distress, production constraints or difficulties, or other factors);  Single-source supply of components or materials;  Labor or other constraints on Ford's ability to maintain competitive cost structure;  Substantial pension and postretirement health care and life insurance liabilities impairing our liquidity or financial condition;  Worse-than-assumed economic and demographic experience for postretirement benefit plans (e.g., discount rates or investment returns);  Restriction on use of tax attributes from tax law "ownership change”;  The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, or increased warranty costs;  Increased safety, emissions, fuel economy, or other regulations resulting in higher costs, cash expenditures, and / or sales restrictions;  Unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, perceived environmental impacts, or otherwise;  A change in requirements under long-term supply arrangements committing Ford to purchase minimum or fixed quantities of certain parts, or to pay a minimum amount to the seller ("take-or-pay" contracts);  Adverse effects on results from a decrease in or cessation or clawback of government incentives related to investments;  Inherent limitations of internal controls impacting financial statements and safeguarding of assets;  Cybersecurity risks to operational systems, security systems, or infrastructure owned by Ford, Ford Credit, or a third-party vendor or supplier;  Failure of financial institutions to fulfill commitments under committed credit and liquidity facilities;  Inability of Ford Credit to access debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts, due to credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;  Higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;  Increased competition from banks, financial institutions, or other third parties seeking to increase their share of financing Ford vehicles; and  New or increased credit regulations, consumer, or data protection regulations or other regulations resulting in higher costs and / or additional financing restrictions. We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward- looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise. For additional discussion, see "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Ford Motor Company 1Q April 28, 2016 3

 
C O N F E R E N C E C A L L D E TA I L S Ford Motor Company [NYSE:F] releases its 2016 first quarter financial results at 7:00 a.m. EDT today. The following briefings will be held after the announcement: At 9:00 a.m. (EDT), Mark Fields, president and chief executive officer, and Bob Shanks, executive vice president and chief financial officer, will host a conference call to discuss Ford’s 2016 first quarter results. At 11 a.m. EDT, Bernard Silverstone, Ford Credit chairman and chief executive officer, and Marion Harris, Ford Credit chief financial officer, will host a conference call to discuss Ford Credit’s 2016 first quarter results. The presentations (listen-only) and supporting materials will be available at www.shareholder.ford.com. Representatives of the investment community will have the opportunity to ask questions on both conference calls, as will representatives of the news media on the first call. Access Information - Thursday, April 28, 2016 Ford Earnings Call: 9 a.m. EDT Toll-Free: 1.877.870.8664 International: 1.970.297.2423 Passcode: Ford Earnings Ford Credit Earnings Call: 11 a.m. EDT Toll-Free: 1.844.305.7555 International: 1.484.653.6087 Passcode: Ford Credit Earnings REPLAYS (Available after 1:00 p.m. EDT the day of the event through Thursday, May 5, 2016) www.shareholder.ford.com Toll-Free: 1.855.859.2056 International: 1.404.537.3406 Passcodes: Ford Earnings: 87919926 Ford Credit Earnings: 92313741 About Ford Motor Company Ford Motor Company is a global automotive and mobility company based in Dearborn, Michigan. With about 201,000 employees and 67 plants worldwide, the company’s core business includes designing, manufacturing, marketing, financing and servicing a full line of Ford cars, trucks, SUVs and electrified vehicles, as well as Lincoln luxury vehicles. At the same time, Ford is aggressively pursuing emerging opportunities through Ford Smart Mobility, the company’s plan to be a leader in connectivity, mobility, autonomous vehicles, the customer experience and data and analytics. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford and its products worldwide or Ford Motor Credit Company, visit www.corporate.ford.com. * The following applies to the information throughout this release:  Pre-tax results exclude special items unless otherwise noted.  See tables at the end of this release for the nature and amount of special items, and reconciliation of items designated as “excluding special items” to U.S. generally accepted accounting principles (“GAAP”). Also see the tables for reconciliation to GAAP of Automotive operating-related cash flow and net interest.  Wholesale unit sales and production volumes include Ford brand and Jiangling Motors Corporation (“JMC”) brand vehicles produced and sold in China by our unconsolidated affiliates; revenue does not includes these sales. See materials supporting the April 28, 2016 conference calls at www.shareholder.ford.com for further discussion of wholesale unit volumes.  Automotive operating margin is defined as Automotive pre-tax results, excluding special items and Other Automotive, divided by Automotive revenue.  References to Automotive records for operating-related cash flow, operating margin and business units are since at least 2000. Contact(s): Media: Equity Investment Fixed Income Shareholder Whitney Eichinger Community: Erik Eliason Investment Community: Stephen Dahle Inquiries: 1.800.555.5259 or 1.313.390.5565 1.313.594.0613 1.313.621.0881 1.313.845.8540 [email protected] [email protected] [email protected] [email protected] Ford Motor Company 1Q April 28, 2016 4

 
2 0 1 6 C A L C U L AT I O N O F E A R N I N G S P E R S H A R E I N C O M E F R O M C O N T I N U I N G O P E R AT I O N S 1Q (Mils) 2015 2016 Automotive North America $1,569 $3,080 South America (189) (256) Europe (42) 434 Middle East & Africa 79 (14) Asia Pacific 105 220 Other Automotive (212) (126) Total Automotive (excl. special items) $1,310 $3,338 Special items -- Automotive -- (186) Total Automotive $1,310 $3,152 Financial Services Ford Credit $483 $514 Other (14) (15) Total Financial Services $469 $499 Company Pre-tax results $1,779 $3,651 (Provision for) / Benefit from income taxes (625) (1,196) Net income $1,154 $2,455 Less: Income / (Loss) attributable to non-controlling interests 1 3 Net income / (loss) attributable to Ford $1,153 $2,452 Memo: Excluding special items Pre-tax results $1,779 $3,837 (Provision for) / Benefit from income taxes (625) (1,130) Less: Income / (Loss) attributable to non-controlling interests 1 3 After-tax results $1,153 $2,704 1Q Net Income Attributable to Ford After-Tax Operating Results Excluding Special Items After-Tax Results (Mils) Diluted after-tax results $2,452 $2,704 Basic and Diluted Shares (Mils) Basic shares (Average shares outstanding) 3,970 3,970 Net dilutive options 26 26 Diluted shares 3,996 3,996 E S (Diluted) $0.61 $0.68 Ford Motor Company 1Q April 28, 2016 5

 
S P E C I A L I T E M S A U T O M O T I V E S E C T O R N E T I N T E R E S T R E C O N C I L I AT I O N T O G A A P 1Q (Mils) 2015 2016 Pre-tax Special Items Separation-related actions $ -- $(174) Japan / Indonesia Market Closure -- (12) Total Pre-tax Special Items $ -- $(186) Tax-related Special Items* $ -- $(66) Memo: Special Items impact on earnings per share* $ -- $(0.07) * Includes related tax effect on special items and tax special items 1Q (Mils) 2015 2016 Interest expense (GAAP) $(165) $(200) Investment-related interest income (GAAP) 45 61 Interest income / (expense) on income taxes (GAAP) (9) (2) Subtotal $(129) $(141) Adjustment for items included / excluded from net interest Include: Gains / (Losses) on cash equiv. and marketable securities* 24 55 Include: Gains / (Losses) on extinguishment of debt 1 -- Other (33) (42) Net Interest $(137) $(128) * Excludes mark-to-market adjustments of strategic equity investments held in marketable securities Ford Motor Company 1Q April 28, 2016 6

 
A U T O M O T I V E O P E R AT I N G - R E L AT E D C A S H F L O W S R E C O N C I L I AT I O N T O G A A P (Bils) 1Q 2015 1Q 2016 Memo: FY 2015 Net cash provided by / (used in) operating activities (GAAP) $1.0 $3.6 $12.3 Items included in operating-related cash flows Capital spending (1.8) (1.5) (7.1) Proceeds from the exercise of stock options 0.1 -- 0.2 Net cash flows from non-designated derivatives 0.1 0.1 (0.1) Items not included in operating-related cash flows Separation payments 0.4 -- 0.6 Funded pension contributions 0.8 0.4 1.1 Tax refunds and tax payments from affiliates -- -- -- Other (0.1) 0.1 0.3 Operating-related cash flows $0.5 $2.7 $7.3 Ford Motor Company 1Q April 28, 2016 7

 

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