Form 8-K FORD MOTOR CO For: Oct 27
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E-mailUNITED 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: October 27, 2015
(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 October 27, 2015, which is furnished as Exhibit 99 hereto.
Ford will conduct two conference calls on October 27, 2015 to review third quarter 2015 financial results. Beginning at 9:00 a.m., 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 2015 third quarter results. Investors may access this presentation by dialing 1-877-280-4962 (or 1-857-244-7319 from outside the United States). The passcode for either telephone number is a verbal response of “Ford Earnings.”
At 11:00 a.m., Ford Vice President and Treasurer Neil Schloss, Ford Vice President and Controller Stuart Rowley, and Ford Motor Credit Company Chief Financial Officer Marion Harris will host a conference call focusing on Ford Motor Credit Company’s 2015 third quarter results. Investors may access this presentation by dialing 1-888-339-2688
(or 1-617-847-3007 from outside the United States). The passcode for either telephone number is a verbal response “Ford Fixed Income.”
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 12:00 p.m. the day of the event through November 4, 2015 by dialing 1-888-286-8010 (or 1-617-801-6888 from outside the United States). The passcode for replays of the earnings call is 52103350; the passcode for replays of the fixed income call is 69831959. All times referenced above are in Eastern 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 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 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), Automotive gross cash (including cash and cash equivalents and net marketable securities), 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 Cash flows from operating activities of continuing operations on Ford’s statement of cash flows. The most comparable GAAP measure for Automotive gross cash is the sum of the individual line items on Ford’s balance sheet for each of the elements within that measure (Cash and cash equivalents and Marketable securities). Net interest primarily measures profit variances driven by changes in Ford’s Automotive sector’s centrally managed net interest (primarily interest expense, interest income, 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 October 27, 2015 | Furnished 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: October 27, 2015 | 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 October 27, 2015 |
Ford Motor Company 3Q October 27, 2015 1 Ford Reports Record Third Quarter Pre-Tax Profit; Net Income Up 129% Pre-Tax Results Net Income Revenue Wholesales Automotive Operating Margin Automotive Operating- Related Cash Flow 3Q 2015 $2.7B $1.9B $38.1B 1,596K 6.5% $2.8B B/(W) 3Q 2014 $1.5B $1.1B $3.2B 103K 4 ppts $3.5B HIGHLIGHTS PRODUCT NEWS “The Ford team delivered an outstanding quarter – with record third quarter profit, best quarter ever for North America, higher wholesales, higher revenue, higher market share and improved margin. We are delivering a breakthrough year.” Mark Fields, Ford President and CEO • Pre-tax profit of $2.7B, up $1.5B; after-tax earnings per share of 45 cents, excluding special items, up 21 cents from a year ago • Net income of $1.9B, up $1.1B; after-tax earnings per share of 48 cents • Automotive profit of $2.2B, up $1.5B from a year ago; driven by best quarter ever in North America, improvements in Europe and South America • Third quarter record Automotive-operating related cash flow of $2.8B, higher than a year ago by $3.5B; $5.2B year to date • Distributed $600M to shareholders in the third quarter; $1.9B year to date • Wholesale volume and revenue increased from a year ago, a result of F-150 at full production • Global market share up three-tenths of a percentage point from a year ago at 7.6 percent; share up in North America, South America and Europe • Ford number one brand in vehicle sales in the U.S.; number two in the U.S. in electrified vehicle sales • F-Series had best third quarter since 2006; announced all-new Super Duty • Lincoln sales up 15 percent from a year ago; best quarterly performance since 2Q 2008 • Ford best-selling commercial vehicle brand in Europe • Company reconfirms 2015 pre-tax profit guidance of $8.5B to $9.5B, excluding special items, with higher Automotive revenue, operating margin and operating-related cash flow compared with 2014 2015 THIRD QUARTER FINANCIAL RESULTS* * See end note on pg. 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 Ford Everest Ford Mustang Ford F-650/750 Super Duty Ford Figo The new Mustang arrived at Ford dealers in Europe during the summer, continuing Mustang’s global momentum. Customers around the world have made Mustang the best-selling sports car during the first half of 2015, according to global IHS Automotive registration data. Launched the all-new Ford Figo in Asia Pacific and Middle East and Africa. This global compact car offers innovative features like MyFord Dock,® a unique solution for storing, mounting and charging mobile devices and MyKey,® which lets owners limit vehicle top speeds and regulate audio volume. Launched our all-new F-650/F-750 medium-duty trucks in North America, powered by a Ford-designed and -built 6.7-liter Power Stroke® V8 diesel engine for maximum capability. Able to work harder, life inside the cab is even easier with lowered in-cab and exterior noise levels, which enhance driver comfort. Launched the all-new Ford Everest in Asia Pacific and Middle East and Africa, a seven-seat off-road SUV with latest generation Duratorq diesel and EcoBoost engine technologies. Everest offers advanced driver assist features such as Adaptive Cruise Control and Blind Spot Information System with Cross Traffic Alert.
Ford Motor Company 3Q October 27, 2015 2 “ We had outstanding results this quarter, including record cash flow, net income more than doubling, and success in our business units. We are on track for year over year improvements and will meet our guidance in 2015.” Bob Shanks, Executive Vice President and CFO Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 1,596K $35.8B 6.5% $ 2.2B B/(W) 3Q 2014 103K $3B 4 ppts $1.5B AUTOMOTIVE RESULTS Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 771K $23.7B 11.3% $2.7B B/(W) 3Q 2014 106K $3.8B 4.2 ppts $1.3B • North America had best quarter ever; all key metrics improved from a year ago • U.S. market share rose six-tenths of a percentage point due to better availability of F-150 and continued strength of Explorer • Continue to expect North America to have a very strong year, with substantial top-line growth, higher pre-tax profit and an improved operating margin • Expect full-year pretax profit to exceed last year’s result with an operating margin at the upper end of the company’s guidance of 8.5 percent to 9.5 percent North America Ford Credit Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 102K $1.6B (10.3)% $(163)M B/(W) 3Q 2014 (11)K $(0.7)B (3.0)ppts $7M South America • Pre-tax result about the same as last year even in the deteriorating business environment • Market share was up due to continued strong performance in Brazil with the all-new Ka • Within the difficult South American conditions Ford continues to work on all areas of the business to counter the effects of the external environment • Expect the full-year pre-tax loss to improve compared with 2014 Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 375K $7.0B (2.6)% $(182)M B/(W) 3Q 2014 54K $0.1B 3.8 ppts $257M Europe • All metrics for the for the third quarter were better than a year ago • Market share was up three-tenths of a percentage point • Ford was Europe’s best-selling commercial vehicle brand reflecting the strength of the renewed Transit line-up and Ranger. • Ford continues to expect pre-tax loss for 2015 to improve compared with 2014 as the company continues towards a return to profitability in the region Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 42K $0.9B (1.6)% $(15)M B/(W) 3Q 2014 (6)K $(0.2)B (0.2)ppts — Middle East & Africa • Pre-tax result was flat from a year ago, reflecting higher net pricing offset by lower volume • Southern Africa region increased market share driven primarily by Ranger • Ford announced partnership with a local assembler for Ranger trucks in Nigeria • For the full year, Ford continues to expect about break-even results Wholesales Revenue Operating Margin Pre-Tax Results 3Q 2015 306K $2.6B 0.8% $20M B/(W) 3Q 2014 (40)K — (0.9)ppts $(24)M Asia Pacific • Revenue was unchanged; China market share unchanged from a year ago • All other metrics were lower than a year ago, mainly reflecting investments in the products the company is launching this year and dealer stock reductions • Ford continues to expect strong year, marked by a very strong fourth quarter driven by new products • Expect full-year pre-tax profit to be higher than 2014 Ford Credit’s strong pre-tax profit of $541 million was up by $43 million from a year ago. This resulted from favorable volume and mix, reflecting primarily higher consumer finance receivables in all geographic segments and higher leasing in North America. Ford Credit’s origination practices remain consistent and its balance sheet is strong. Ford Credit is a strategic part of Ford that provides world-class financial services to our dealers and customers. FORD CREDIT RESULTS Ford Credit Pre-Tax Results 3Q 2015 $541M B/(W) 3Q 2014 $43M
RISK FACTORS 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; 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); 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, consumer, or data protection 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, 2014, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Ford Motor Company 3Q October 27, 2015 3
• • • • • •
2015 CALCULATION OF EARNINGS PER SHARE INCOME FROM CONTINUING OPERATIONS Ford Motor Company 3Q October 27, 2015 5 After-Tax After-Tax Operating Operating Results Results Excluding Excluding Special Special Items* Items* Diluted After-Tax Results (Mils) 1,909$ 1,801$ 4,718$ 4,610$ Basic and Diluted Shares (Mils) Basic shares (Average shares outstanding) 3,969 3,969 3,968 3,968 Net dilutive options and unvested RSUs 30 30 34 34 Diluted shares 3,999 3,999 4,002 4,002 EPS (Diluted) 0.48$ 0.45$ 1.18$ 1.15$ to Ford to Ford 3Q YTD Net Income Net Income Attributable Attributable * Excludes income / (loss) attributable to non-controlling interests Memo: FY 2014 2015 2014 2015 2014 (Mils) (Mils) (Mils) (Mils) (Mils) Automotive North America 1,410$ 2,670$ 5,350$ 6,607$ 6,898$ South America (170) (163) (975) (537) (1,162) Europe (439) (182) (619) (381) (1,062) Middle East & Africa (15) (15) 62 18 (20) Asia Pacific 44 20 494 315 589 Other Automotive (144) (163) (537) (542) (755) Total Automotive (excl. special items) 686$ 2,167$ 3,775$ 5,480$ 4,488$ Special items -- Automotive (160) 166 (763) 166 (1,940) Total Automotive 526$ 2,333$ 3,012$ 5,646$ 2,548$ Financial Services Ford Credit 498$ 541$ 1,431$ 1,530$ 1,854$ Other (3) (15) (45) (44) (60) Total Financial Services 495$ 526$ 1,386$ 1,486$ 1,794$ Company Pre-tax results 1,021$ 2,859$ 4,3 8$ 7,132$ 4,342$ (Prov sion for) / Benefit from income taxes (188) (950) (1,261) (2,412) (1,156) Net income 833$ 1,909$ 3,137$ 4,720$ 3,186$ Less: Income / (Loss) attributable to non-controlling interests (2) - 2 2 (1) Net income attributable to Ford 835$ 1,909$ 3,135$ 4,718$ 3,187$ Memo: Excluding special items Pre-tax results 1,181$ 2,693$ 5,161$ 6,966$ 6,282$ (Provision for) / Benefit from income taxes (247) (892) (1,574) (2,354) (1,650) Less: Income / (Loss) attributable to non-controlling interests (2) - 2 2 (1) After-tax results 936$ 1,801$ 3,585$ 4,610$ 4,633$ 3Q YTD
SPECIAL ITEMS AUTOMOTIVE SECTOR NET INTEREST RECONCILIATION TO GAAP Ford Motor Company 3Q October 27, 2015 6 Memo: FY 2014 2015 2014 2015 2014 (Mils) (Mils) (Mils) (Mils) (Mils) Personnel-Related Items Separation-related actions* (160)$ -$ (434)$ -$ (685)$ Other Items Nemak IPO -$ 166$ -$ 166$ -$ Venezuela - - - - (800) Ford Sollers equity impairment - - (329) - (329) 2016 Convertible Notes settlement - - - - (126) Total Other Items -$ 166$ (329)$ 166$ (1,255)$ Total Special Items (160)$ 166$ (763)$ 166$ (1,940)$ Tax Special Items 59$ (58)$ 313$ (58)$ 494$ Memo: Special items impact on earnings per share** (0.03)$ 0.03$ (0.11)$ 0.03$ (0.36)$ 3Q YTD * Primarily related to separation costs for personnel at the Genk and U.K. facilities ** Includes related tax effect on special items and tax special items Memo: FY 2014 2015 2014 2015 2014 (Mils) (Mils) (Mils) (Mils) (Mils) Interest expense (GAAP) (204)$ (206)$ (619)$ (561)$ (797)$ Investment-related interest income (GAAP) 65 60 145 161 193 Int res inco e / (expe se) on income taxes (GAAP) (3) - 34 1 108 Subtotal (142)$ (146)$ (440)$ (399)$ (496)$ Adjusted for items included / excluded from net interest Include: Gains / (Losses) on cash equiv. and marketable securities* (12) 34 18 45 9 Include: Gains / (Losses) on extinguishment of debt - - (5) 1 (5) Other (17) (23) (73) (69) (91) Net Interest (171)$ (135)$ (500)$ (422)$ (583)$ 3Q YTD * Excludes mark-to-market adjustments of strategic equity investments held in marketable securities
AUTOMOTIVE SECTOR GROSS CASH RECONCILIATION TO GAAP AUTOMOTIVE SECTOR OPERATING-RELATED CASH FLOWS RECONCILIATION TO GAAP Ford Motor Company 3Q October 27, 2015 7 Sept. 30 Dec. 31 June 30 Sept. 30 (Bils) (Bils) (Bils) (Bils) Cash and cash equivalents 6.0$ 4.6$ 6.1$ 7.8$ Marketable securities 16.9 17.1 14.6 14.4 Total cash and marketable securities (GAAP) 22.9$ 21.7$ 20.7$ 22.2$ Securities in transit* (0.1) - - - Gross cash 22.8$ 21.7$ 20.7$ 22.2$ 2014 2015 * The purchase or sale of marketable securities for which the cash settlement was not made by period end and the related payable or receivable remained on the balance sheet Memo: FY 2014 2015 2014 2015 2014 (Bils) (Bils) (Bils) (Bils) (Bils) Net c sh provided by / (used in) operating activities (GAAP) 0.6$ 4.2$ 6.7$ 8.7$ 8.8$ Items included in operating-related cash flows Capital spending (1.8) (1.8) (5.2) (5.3) (7.4) P ce ds from the exercise of stock options 0.1 - 0.2 0.1 0.2 Net cash flows from non-designated derivatives - (0.1) 0.1 (0.1) 0.2 Items not included in operating-related cash flows Separation payments - 0.1 0.1 0.6 0.2 Funded pension contributions 0.3 - 1.1 0.9 1.5 Tax refunds and tax payments from affiliates - - (0.2) - (0.2) Other 0.1 0.4 0.3 0.3 0.3 Operating-related cash flows (0.7)$ 2.8$ 3.1$ 5.2$ 3.6$ 3Q YTD
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