-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KyFrcbduSPK7MWJRG9horzUSuwBqwfQnj3QF4IaUkN0cwDDIjDf7VebZpvihUHbC K8fbrPZCTOzCNltDzl2RkA== 0000037996-95-000019.txt : 199506290000037996-95-000019.hdr.sgml : 19950629 ACCESSION NUMBER: 0000037996-95-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03950 FILM NUMBER: 95549819 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 11-K 1 RETIREMENT SAVINGS AND PROFIT SHARING PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 ________________ FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-3950 A. Full title of the plan and the address of the plan: Associates First Capital Corporation Retirement Savings and Profit Sharing Plan 250 Carpenter Freeway, Irving, Texas 75062-2729 B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Ford Motor Company The American Road, Dearborn, Michigan 48121 Required Information Page(s) Report of Independent Accountants 1 Financial Statements and Schedules Statements of Net Assets Available for Benefits, as of December 31, 1994 and 1993 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1994 3 Notes to Financial Statements 4-11 Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 12 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 13 Exhibits Exhibit A - Consent of Coopers & Lybrand L.L.P., filed with this Report. Signature Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Associates First Capital Corporation Retirement Savings and Profit Sharing Plan Committee has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN June 16, 1995 By /s/ ROY A. GUTHRIE Plan Committee Member The financial statements and schedules for the Associates First Capital Corporation Retirement Savings and Profit Sharing Plan, included in this Annual Report on Form 11-K, have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Report of Independent Accountants To the Board of Directors of Associates First Capital Corporation and the Board of Directors of Ford Motor Company: We have audited the accompanying financial statements of net assets available for benefits of Associates First Capital Corporation Retirement Savings and Profit Sharing Plan as of December 31, 1994 and 1993 and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994 in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1994, and reportable transactions for the year ended December 31, 1994 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Dallas, Texas June 16, 1995 ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1994 and 1993 1994 1993 ASSETS Investments - NOTE 4 Uninvested cash $ - $ 124 Money market mutual fund (at fair market value) 53,967,191 41,184,513 Mutual funds (at fair market value) 93,407,721 88,208,812 Common stock (at fair market value) 3,148,293 552,305 Loans to participants 12,551,384 10,940,111 163,074,589 140,885,865 Employer contributions receivable 11,029,747 9,593,569 Net assets available for benefits $174,104,336 $150,479,434 The accompanying notes are an integral part of the financial statements. ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1994 1994 Additions Assets directly transferred to the Plan $ 4,126,858 Contributions: Employer 16,674,277 Participants 18,464,567 Dividend and interest income 7,829,377 Net depreciation in fair value of investments (6,934,858) Other 29,062 40,189,283 Deductions Benefits paid to participants 16,564,381 Net increase 23,624,902 Net assets available for benefits Beginning of year 150,479,434 End of year $174,104,336 The accompanying notes are an integral part of the financial statements. ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN General The Associates First Capital Corporation Retirement Savings and Profit Sharing Plan (the "Plan") is a defined contribution plan intended to provide assistance in accumulating personal savings for retirement. The Plan is designed to qualify under Section 401(a) and 401(k) of the Internal Revenue Code. The Plan was submitted to the Internal Revenue Service in March, 1995 seeking approval as a qualified tax-exempt plan. Consequently, the Plan provisions are subject to issuance of a favorable determination letter by the Internal Revenue Service. Management of the plan sponsor, Associates First Capital Corporation ("First Capital"), believes such approval will be obtained. A detailed description of the Plan is contained in the Plan document. Certain qualified plans and their participants have been merged with the Plan from time to time pursuant to transactions in which other entities have been acquired by First Capital. The Plan is administered by a committee (the "Committee") appointed by the board of directors of First Capital. First Capital is an indirect subsidiary of Ford Motor Company ("Ford"). Plan participants may invest, through the Plan, in Ford common stock. Fidelity Management Trust Company (the "trustee") holds the Plan's investment assets. Participants direct the investments for their accounts. First Capital may, but is not required to, pay all trustee fees and administrative expenses. During 1994, all trustee fees and administrative expenses were paid by First Capital. Eligibility and Contributions Full-time employees of First Capital over the age of 25, employed on or after December 1, 1989, are eligible to contribute to the Plan on their date of employment. Full-time employees, hired under the age of 25, are eligible to contribute to the Plan at the earlier of completion of one year of service or attainment of age 25. Part-time employees, hired on or after December 1, 1989, become participants in the Plan after completing 1,000 hours of service during a twelve-consecutive-month period. Participation in the Plan is voluntary. Participants may elect to contribute a portion of their annual compensation on a pre-tax or post-tax basis (or a combination of both) up to a maximum of 12% of their covered compensation. First Capital matches participants' contributions up to 6% of their covered compensation at the rate of 50%. In addition, First Capital can make profit sharing contributions to the Plan as the board of directors determines. For the years ended December 31, 1994 and 1993, discretionary contributions were $11,029,747 and $9,593,569, respectively. Earnings for each investment program are allocated based on participants' daily balances within that investment program. Forfeitures Actual forfeitures, which become available from the nonvested balances of terminated participants, are used to (1) restore amounts previously forfeited by participants but required to be reinstated upon resumption of employment, subject to certain limitations and conditions, (2) pay First Capital's matching contributions and profit sharing contributions, and (3) pay plan expenses not paid by First Capital. Investment Participation Participant contributions are invested in accordance with the participant's election in one or more of several investment programs. The investment program options are the same for all contributions made to the Plan. Participants may change the composition of their share of net assets and their allocation percentage in each program at any time during the calendar year. The estimated number of participants with a share of net assets at December 31, 1994 and 1993 by investment program is as follows: December 31 1994 1993 Fidelity Puritan Fund 3,259 3,043 Fidelity Magellan Fund 4,336 4,049 Fidelity Intermediate Bond Fund 1,884 2,025 Fidelity Retirement Money Market Portfolio 10,822 8,956 Fidelity Asset Manager Fund 1,601 1,233 Ford Stock Fund 737 170 At December 31, 1994, 13,681 participants held assets in the Plan. Investment Programs Fidelity Puritan Fund - Puritan Fund is a growth and income fund. It seeks current income consistent with preservation of capital by investing in a broadly diversified portfolio of common stocks, preferred stocks and bonds, including lower-quality, high-yield debt securities. Dividend amounts will vary. The Fund's share price and return will fluctuate. Fidelity Magellan Fund - Magellan Fund is a growth fund. It seeks long-term capital appreciation by investing in the stocks of both well-known and lesser- known companies with potentially above-average growth potential and a correspondingly higher level of risk. Securities may be of foreign and domestic companies. The Fund's share price and return will fluctuate. Fidelity Intermediate Bond Fund - Intermediate Bond Fund is an income fund. It seeks a high level of current income by investing primarily in investment- grade fixed income obligations rated Baa or better by Moody's or BBB or better by Standard & Poor's, including corporate bonds, mortgage securities, bank obligations and U.S. government and agency securities. The Fund's dollar- weighted average portfolio maturity ranges between three and ten years. The Fund's share price and return will fluctuate. Fidelity Retirement Money Market Portfolio - Retirement Money Market Portfolio is a money market fund. It seeks as high a level of current income as is consistent with the preservation of principal and liquidity. It invests in high-quality, U.S. dollar-denominated money market instruments of U.S. and foreign issuers. While the Portfolio seeks to maintain a $1.00 share price, there is no assurance that it will be able to do so. An investment in the Portfolio is not insured or guaranteed by the U.S. government. The Portfolio's yield will fluctuate. Retirement Money Market Portfolio is a conservative, relatively low-risk investment. Fidelity Asset Manager - Asset Manager is an asset allocation fund. It seeks high total return with reduced risk over the long term by allocating its assets among domestic and foreign equities, bonds and short-term instruments. In order to achieve its investment objective, the Fund gradually shifts its assets among and across these groups as market or other conditions change. Dividend amounts will vary. Normally the fund will allocate its assets within the following investment parameters: 10-60% in equities, 20-60% in bonds and 0-70% in short-term instruments. Over time, the Fund's allocation will fluctuate around a mix of 40% stocks, 40% bonds, and 20% short-term instruments. The Fund's share price and return will fluctuate. Ford Stock Fund - The Ford Stock Fund invests primarily in Ford common stock with a small percentage of the Fund held in money market investments for liquidity purposes. The value of the Ford Stock Fund will be affected principally by the market value of the Ford Motor Company common stock. Since the Fund invests mostly in Ford common stock, an investment in the Fund does not have the advantage of diversification or investment management. The value of this Fund should be expected to fluctuate more than that of other plan investment options. Vesting Participants are fully vested in their contributions, and earnings on those contributions, at all times. Balances transferred from certain predecessor plans and rollovers from other qualified plans are fully vested. Participants become vested in First Capital's matching contributions made on their behalf, and earnings thereon, at a rate of 20% for each year of service. Participants become 100% vested in First Capital's voluntary profit sharing contributions after 5 years of service. However, certain participants with a last hire date prior to January 1, 1992, may vest in First Capital's voluntary profit sharing contributions at 20% for each year of service. Additionally, participants become 100% vested in First Capital's matching and voluntary profit sharing contributions made on their behalf, and interest earnings thereon when they meet the Plan's retirement requirements; become disabled and eligible for long-term disability benefits; die, or cease participation due to termination of the Plan. Benefits A participant's total account balance is paid to the participant in installments or in a lump sum upon retirement or disability, or in a lump sum upon termination of employment. If the participant's vested balance is greater than or equal to $3,500, the participant can elect to defer the distribution until the age of 65. Upon the death of the participant, the total account balance is paid to the participant's beneficiary in a lump sum. Rollovers Participants receiving a lump sum distribution from another qualified plan may, within the time provided under the Internal Revenue Code, make a rollover contribution to the Plan if approved by the Committee. In addition, if the Committee approves, the Plan may accept a direct rollover of an eligible rollover distribution from another qualified retirement plan. Rollover contributions do not qualify for matching by First Capital. Withdrawals Pursuant to Plan provisions, participants may make withdrawals from accounts prior to retirement, disability or death. Withdrawals are limited to the following: amounts are taken first from post-tax contributions, then earnings attributable to post-tax contributions and finally, if the participant is age 59-1/2 or more, from pre-tax contributions and earnings. Participants may withdraw from pre-tax contributions prior to age 59 1/2, but not the related earnings, in the event of financial hardship (i.e., excess medical expenses, tuition payments, purchase of a primary residence, or to prevent eviction or foreclosure). Proof of the financial hardship must be submitted to the Committee for approval. Loans to Participants The Committee or its designee may authorize a loan or loans to participants of the Plan. Participant loans are limited to 50% of vested interest up to the maximum specified by a plan formula; however, the minimum loan request is $500. At December 31, 1994 and 1993, the Plan had loans receivable from participants amounting to $12,551,384 and $10,940,111, respectively. These loans bear interest at prime plus 1%, payable in monthly installments up to 60 months, and are collateralized by the participants' vested interest in the Plan. Loans for primary residence mortgages may be paid back over 25 years. Asset Values and Number of Shares The number of shares and the asset value per share by investment within the investment program of the Plan at December 31, 1994 and 1993 are as follows (shares in thousands): December 31 1994 1993 Number of Value Per Number of Value Per Shares Share Shares Share Fidelity Puritan Fund 1,813 $14.81 1,530 $15.75 Fidelity Magellan Fund 668 66.80 594 70.85 Fidelity Intermediate Bond Fund 1,140 9.83 1,112 10.78 Fidelity Retirement Money Market Portfolio 53,967 1.00 41,185 1.00 Fidelity Asset Manager 777 13.83 651 15.40 Ford Stock Fund 286 11.00 45 12.31 Plan Termination Although it has not expressed any intention to do so, First Capital has the right to terminate the Plan. Upon termination, First Capital and the Committee will direct the trustee to distribute the assets of the Plan to the participating employees in accordance with their interest. In the event of termination of the Plan, all accounts become fully vested to the participants. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments Investments in common stock are accounted for as of trade-date and are valued at quoted market prices. Investments in mutual funds are valued at fair value as determined by the fund manager based on the fair value of the underlying fund securities. Loans to participants are carried at the original loan principal balance less principal repayments. Dividend and interest income are recognized as earned. The Plan presents in the statement of changes in net assets available for benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Contributions Contributions to the Plan from employees and from First Capital and participating subsidiaries are recorded in the period that payroll deductions are made from Plan participants. NOTE 3 - BENEFITS PAYABLE Amounts reported in the accompanying financial statements are different from the amounts reported in the Plan's 1994 and 1993 Form 5500 due to the Department of Labor's requirement to recognize benefits payable to participants in the Plan as liabilities on the Form 5500 as follows (in thousands): Accrued Benefits Payable Distributions to December 31 Participants 1994 1993 December 31, 1994 Financial Statements $ - $ - $16,564 Form 5500 - 1,040 15,524 NOTE 4 - FINANCIAL INFORMATION BY FUND
1994 P/F M/F IB/F RMM/P FS/F AM/F PL (a) (b) (c) (d) (e) (f) (g) Total (In Thousands) Net assets available for benefits at December 31, 1993 $25,198 $44,301 $12,509 $46,296 $ 629 $10,606 $10,940 $150,479 Transferred Assets - - - 3,817 - - 310 4,127 Contributions Employer 2,223 4,302 901 7,806 340 1,102 - 16,674 Participants 2,696 5,538 1,007 7,284 396 1,544 - 18,465 Dividend and interest income 2,233 2,004 879 2,201 13 499 - 7,829 Net depreciation in fair value of investments (1,723) (2,750) (1,051) - (154) (1,257) - (6,935) Benefits paid to participants (2,123) (4,017) (1,050) (7,076) (66) (1,306) (926) (16,564) Other 1 1 - 23 - 2 2 29 Transfers among investment programs (181) (1,703) (1,362) 770 2,248 228 - - Loans made, net of principal payments (256) (748) (142) (938) (45) (96) 2,225 - Current year net increase (decrease) 2,870 2,627 (818) 13,887 2,732 716 1,611 23,625 Net assets available for benefits at December 31, 1994 $28,068 $46,928 $11,691 $60,183 $3,361 $11,322 $12,551 $174,104 Investments $26,850 $44,606 $11,202 $53,967 $3,148 $10,750 $12,551 $163,074 Employer contributions receivable 1,218 2,322 489 6,216 213 572 - 11,030 Net assets available for benefits at December 31, 1994 $28,068 $46,928 $11,691 $60,183 $3,361 $11,322 $12,551 $174,104 (a) Fidelity Puritan Fund (b) Fidelity Magellan Fund (c) Fidelity Intermediate Bond Fund (d) Fidelity Retirement Money Market Portfolio (e) Ford Stock Fund (f) Fidelity Asset Manager Fund (g) Participant Loans
NOTE 5 - TRANSFERRED ASSETS As a result of the September 20, 1994 acquisition of the consumer credit card receivables of Amoco Oil Company and the December 1994 acquisition of the commercial fleet receivables of Amoco Oil Company by First Capital, acquired employees were offered the option of transferring their accounts in the Amoco Employee Savings Plan, including their outstanding loan balances, to the Plan. These transfers were not as a result of a plan merger, but met the elective transfer requirements of Internal Revenue Code Regulation 1.411(d)-4. ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1994 (In Thousands)
Identity of Description Maturity Rate of Fair Market Issuer of Investment Date Interest Cost Value Fidelity Puritan Fund Mutual Fund N/A N/A $ 27,490 $ 26,850 Fidelity Magellan Fund Mutual Fund N/A N/A 44,706 44,606 Fidelity Intermediate Bond Fund Mutual Fund N/A N/A 11,785 11,202 Fidelity Retirement Money Market Money Market Portfolio Mutual Fund N/A Various 53,967 53,967 Fidelity Asset Manager Fund Mutual Fund N/A N/A 11,353 10,750 Ford Stock Fund Common Stock N/A N/A 3,240 3,148 Associates First Capital Corporation Retirement Savings and Loans to Profit Sharing Plan Participants Various 7% to 9.5% - 12,551 Total $152,541 $163,074
ASSOCIATES FIRST CAPITAL CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 (Dollar Amounts In Thousands)
Fair Exp. Market Incur. Cost Value Net Identity Purchase Selling Lease With of of Gain/ of Issuer Description of Asset Price Price Rental Trans. Asset Asset (Loss) (a) Fidelity Puritan Mutual Fund Fund Purchased $11,863 in a $11,863 $11,863 $11,863 series of 252 transactions. Sold $7,387 in a series $ 7,387 7,260 7,387 $127 of 242 transactions. Fidelity Magellan Mutual Fund Fund Purchased $19,201 in a 19,201 19,201 19,201 series of 252 transactions. Sold $13,940 in a series 13,940 13,881 13,940 59 of 246 transactions. Fidelity Intermediate Bond Fund Mutual Fund Purchased $3,974 in a 3,974 3,974 3,974 series of 248 transactions. Sold $3,712 in a series 3,712 3,643 3,712 69 of 236 transactions. Fidelity Retirement Money Market Portfolio Money Market Mutual Fund Purchased $34,014 in a 34,014 34,014 34,014 series of 255 transactions. Sold $21,231 in a series 21,231 21,231 21,231 - of 250 transactions. Fidelity Asset Manager Fund Mutual Fund Purchased $6,631 in a 6,631 6,631 6,631 series of 245 transactions. Sold $4,650 in a series 4,650 4,646 4,650 4 of 218 transactions. __________ (a) Represents the fair market value of the asset at the date of purchase for purchase reportable transactions and the fair market value of the asset at the date of sale for sell reportable transactions.
EXHIBIT A CONSENT OF INDEPENDENT ACCOUNTANTS Re: Associates First Capital Corporation Retirement Savings and Profit Sharing Plan Registration Statement No. 33-50087 We consent to the incorporation by reference in the above Registration Statement on Form S-8 of our report dated June 16, 1995 to the Board of Directors of Associates First Capital Corporation and the Board of Directors of Ford Motor Company which is included in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. Dallas, Texas June 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----