-----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, EuUW4Y2tN34Bqpx4WWsV/styQeyAFJdXA2NJBwRmVvXaTRTVpL+VJahZJCVKNSjr /91CyKOWeYFaP1brueTCPQ== 0000037996-95-000024.txt : 19950728 0000037996-95-000024.hdr.sgml : 19950728 ACCESSION NUMBER: 0000037996-95-000024 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950727 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03950 FILM NUMBER: 95556535 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE - ---- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 -------------------------- OR ____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- -------------- Commission file number 1-3950 ---------- Ford Motor Company ------------------ (Exact name of registrant as specified in its charter) Incorporated in Delaware 38-0549190 - -------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) The American Road, Dearborn, Michigan 48121 - ------------------------------------------ ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 ------------- Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of June 30, 1995, the Registrant had outstanding 1,003,236,522 shares of Common Stock and 70,852,076 shares of Class B Stock. Page 1 of 32 Exhibit index located on sequential page number 19 2Q-95 Ford Motor Company and Subsidiaries HIGHLIGHTS ----------
Second Quarter First Half -------------------- -------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Worldwide vehicle unit sales of cars and trucks (in thousands) - - United States 1,082 1,108 2,169 2,175 - - Outside United States 729 742 1,412 1,395 ----- ----- ----- ----- Total 1,811 1,850 3,581 3,570 ===== ===== ===== ===== Sales and revenues (in millions) - - Automotive $29,861 $28,375 $58,462 $54,445 - - Financial Services 6,528 5,397 12,710 9,729 ------- ------- ------- ------- Total $36,389 $33,772 $71,172 $64,174 ======= ======= ======= ======= Net income (in millions) - - Automotive $ 1,100 $ 1,202 $ 2,241 $ 2,175 - - Financial Services 472 509 881 440* ------- ------- ------- ------- Total $ 1,572 $ 1,711 $ 3,122 $ 2,615 ======= ======= ======= ======= Capital expenditures (in millions) - - Automotive $ 1,819 $ 1,839 $ 3,950 $ 3,480 - - Financial Services 80 62 147 121 ------- ------- ------- ------- Total $ 1,899 $ 1,901 $ 4,097 $ 3,601 ======= ======= ======= ======= Stockholders' equity at June 30 - - Total (in millions) $25,240 $18,422 $25,240 $18,422 - - After-tax return on Common and Class B stockholders' equity 28.3% 46.6% 29.5% 37.0% Automotive cash, cash equivalents, and marketable securities at June 30 (in millions) $14,011 $13,665 $14,011 $13,665 Automotive debt at June 30 (in millions) $ 6,866 $ 7,263 $ 6,866 $ 7,263 Automotive after-tax return on sales 3.7% 4.3% 3.9% 4.0% Shares of Common and Class B Stock (in millions) - - Average number outstanding 1,040 1,005 1,033 1,002 - - Number outstanding at June 30 1,074 1,009 1,074 1,009 AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK AFTER PREFERRED STOCK DIVIDENDS Income - - Automotive $ 0.99 $ 1.12 $ 2.03 $ 2.03 - - Financial Services 0.46 0.51 0.86 0.44 ------- ------- ------- ------- Total $ 1.45 $ 1.63 $ 2.89 $ 2.47 ======= ======= ======= ======= Income assuming full dilution $ 1.30 $ 1.44 $ 2.59 $ 2.20 Cash dividends per share of Common and Class B Stock $ 0.31 $ 0.225 $ 0.57 $ 0.425
- - - - - - *Includes a loss of $440 million related to the disposition of Granite Savings Bank (formerly First Nationwide Bank) Segment results for 1994 have been adjusted to reflect reclassification of certain tax amounts to conform with the 1995 presentation. -2-
Ford Motor Company and Subsidiaries VEHICLE UNIT SALES ------------------ For the Periods Ended June 30, 1995 and 1994 (in thousands) Second Quarter First Half --------------------------- ------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- --------- North America United States Cars 447 527 956 1,036 Trucks 635 581 1,213 1,139 ----- ----- ----- ----- Total United States 1,082 1,108 2,169 2,175 Canada 67 86 132 150 Mexico 7 25 18 45 ----- ----- ----- ----- Total North America 1,156 1,219 2,319 2,370 Europe Britain 162 164 266 289 Germany 114 99 232 209 Italy 56 52 108 106 Spain 48 45 96 82 France 40 51 84 94 Other countries 77 79 154 150 ----- ----- ----- ----- Total Europe 497 490 940 930 Other international Brazil 46 43 108 77 Australia 35 32 66 57 Taiwan 35 24 63 56 Japan 14 11 30 24 Argentina 11 14 21 24 Other countries 17 17 34 32 ----- ----- ----- ----- Total other international 158 141 322 270 ----- ----- ----- ----- Total worldwide vehicle unit sales 1,811 1,850 3,581 3,570 ===== ===== ===== =====
Vehicle unit sales are reported worldwide on a "where sold" basis and include sales of all Ford-badged units, as well as units manufactured by Ford and sold to other manufacturers. Second Quarter 1994 and First Half 1994 unit sales have been restated to reflect the country where sold and to include sales of all Ford-badged units. Previously, factory unit sales were reported in North America on a "where sold" basis and overseas on a "where produced" basis. Also, Ford-badged unit sales of certain unconsolidated subsidiaries (primarily Autolatina -- Brazil and Argentina) were not previously reported. -3- Part I. Financial Information ----------------------------- Item 1. Financial Statements - -----------------------------
Ford Motor Company and Subsidiaries CONSOLIDATED STATEMENT OF INCOME -------------------------------- For the Periods Ended June 30, 1995 and 1994 (in millions) Second Quarter First Half ------------------------- ------------------------- 1995 1994 1995 1994 -------- -------- -------- -------- AUTOMOTIVE Sales $29,861 $28,375 $58,462 $54,445 Costs and expenses (Note 2) Costs of sales 26,503 25,000 51,984 48,245 Selling, administrative, and other expenses 1,584 1,409 2,922 2,675 ------- ------- ------- ------- Total costs and expenses 28,087 26,409 54,906 50,920 Operating income 1,774 1,966 3,556 3,525 Interest income 216 163 423 291 Interest expense 174 163 340 339 ------- ------- ------- ------- Net interest income/(expense) 42 0 83 (48) Equity in net income of affiliated companies 19 42 39 109 Net expense from transactions with Financial Services (36) (11) (59) (19) ------- ------- ------- ------- Income before income taxes - Automotive 1,799 1,997 3,619 3,567 FINANCIAL SERVICES Revenues 6,528 5,397 12,710 9,729 Costs and expenses Interest expense 2,344 1,668 4,511 3,266 Depreciation 1,600 1,197 3,121 2,100 Operating and other expenses 1,292 1,223 2,628 2,047 Provision for credit and insurance losses 443 409 865 753 Loss on disposition of Granite Savings Bank (formerly First Nationwide Bank) - - - 475 ------- ------- ------- ------- Total costs and expenses 5,679 4,497 11,125 8,641 Net revenue from transactions with Automotive 36 11 59 19 ------- ------- ------- ------- Income before income taxes - Financial Services 885 911 1,644 1,107 ------- ------- ------- ------- TOTAL COMPANY Income before income taxes 2,684 2,908 5,263 4,674 Provision for income taxes 1,053 1,161 2,041 1,986 ------- ------- ------- ------- Income before minority interests 1,631 1,747 3,222 2,688 Minority interests in net income of subsidiaries 59 36 100 73 ------- ------- ------- ------- Net income 1,572 1,711 3,122 2,615 Preferred stock dividend requirements 69 72 141 144 ------- ------- ------- ------- Income attributable to Common and Class B Stock $ 1,503 $ 1,639 $ 2,981 $ 2,471 ======= ======= ======= ======= Average number of shares of Common and Class B Stock outstanding 1,040 1,005 1,033 1,002 AMOUNTS PER SHARE OF COMMON STOCK AND CLASS B STOCK AFTER PREFERRED STOCK DIVIDENDS Income $ 1.45 $ 1.63 $ 2.89 $ 2.47 ======= ======= ======= ======= Income assuming full dilution $ 1.30 $ 1.44 $ 2.59 $ 2.20 Cash dividends $ 0.31 $ 0.225 $ 0.57 $ 0.425
The accompanying notes are part of the financial statements. -4-
Ford Motor Company and Subsidiaries CONSOLIDATED BALANCE SHEET -------------------------- (in millions) June 30, December 31, 1995 1994 ------------ ------------ ASSETS (unaudited) Automotive Cash and cash equivalents $ 8,381 $ 4,481 Marketable securities 5,630 7,602 -------- -------- Total cash, cash equivalents, and marketable securities 14,011 12,083 Receivables 3,100 2,548 Inventories (Note 3) 6,841 6,487 Deferred income taxes 3,059 3,062 Other current assets 1,851 2,006 Net current receivable from Financial Services 347 677 -------- -------- Total current assets 29,209 26,863 Equity in net assets of affiliated companies 3,496 3,554 Net property 29,200 27,048 Deferred income taxes 4,305 4,146 Other assets 6,772 6,760 -------- -------- Total Automotive assets 72,982 68,371 Financial Services Cash and cash equivalents 2,245 1,739 Investments in securities 6,961 6,105 Net receivables and lease investments 143,527 130,356 Other assets 14,093 12,783 -------- -------- Total Financial Services assets 166,826 150,983 -------- -------- Total assets $239,808 $219,354 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Automotive Trade payables $ 11,222 $ 10,777 Other payables 1,933 2,624 Accrued liabilities 12,925 11,599 Income taxes payable 996 316 Debt payable within one year 796 155 -------- -------- Total current liabilities 27,872 25,471 Long-term debt 6,070 7,103 Other liabilities 25,890 24,920 Deferred income taxes 1,188 948 -------- -------- Total Automotive liabilities 61,020 58,442 Financial Services Payables 2,878 2,361 Debt 136,496 123,713 Deferred income taxes 3,540 2,958 Other liabilities and deferred income 8,311 7,669 Net payable to Automotive 347 677 -------- -------- Total Financial Services liabilities 151,572 137,378 Preferred stockholders' equity in a subsidiary company 1,976 1,875 Stockholders' equity Capital stock Preferred Stock, par value $1.00 per share (aggregate liquidation preference of $2.8 billion and $3.4 billion) * * Common Stock, par value $1.00 per share (1,004 and 952 million shares issued) 1,004 952 Class B Stock, par value $1.00 per share (71 million shares issued) 71 71 Capital in excess of par value of stock 5,440 5,273 Foreign currency translation adjustments and other 1,158 189 Earnings retained for use in business 17,567 15,174 -------- -------- Total stockholders' equity 25,240 21,659 -------- -------- Total liabilities and stockholders' equity $239,808 $219,354 ======== ======== - - - - - - *Less than $1 million
The accompanying notes are part of the financial statements. -5-
Ford Motor Company and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- For the Periods Ended June 30, 1995 and 1994 (in millions) First Half 1995 First Half 1994 ---------------------- --------------------- Financial Financial Automotive Services Automotive Services ---------- --------- ---------- -------- (unaudited) (unaudited) Cash and cash equivalents at January 1 $ 4,481 $ 1,739 $ 5,667 $ 2,555 Cash flows from operating activities before securities trading 6,058 6,373 8,134 4,532 Net sales/(purchases) of trading securities 1,980 285 (1,279) 180 -------- -------- -------- -------- Net cash flows from operating activities 8,038 6,658 6,855 4,712 Cash flows from investing activities Capital expenditures (3,950) (147) (3,480) (121) Acquisitions of receivables and lease investments - (50,981) - (45,614) Collections of receivables and lease investments - 35,105 - 29,523 Net acquisitions of daily rental vehicles - (1,894) - (1,134) Purchases of securities (41) (3,533) (113) (6,395) Sales and maturities of securities 33 2,713 235 6,247 Proceeds from sales of receivables and lease investments - 634 - 1,530 Investing activity with Financial Services (839) - 15 - Other 179 (109) 228 (466) -------- -------- -------- -------- Net cash used in investing activities (4,618) (18,212) (3,115) (16,430) Cash flows from financing activities Cash dividends (729) - (569) - Issuance of Common Stock 218 - 294 - Changes in short-term debt 696 4,207 (735) 7,010 Proceeds from issuance of other debt 0 12,301 128 11,234 Principal payments on other debt (207) (5,531) (41) (7,156) Financing activity with Automotive - 839 - (15) Receipts from annuity contracts - 247 - 519 Other 6 118 0 (552) -------- -------- -------- ------- Net cash (used in)/provided by financing activities (16) 12,181 (923) 11,040 Effect of exchange rate changes on cash 166 209 346 149 Net transactions with Automotive/Financial Services 330 (330) (416) 416 -------- -------- -------- -------- Net increase/(decrease) in cash and cash equivalents 3,900 506 2,747 (113) -------- -------- -------- -------- Cash and cash equivalents at June 30 $ 8,381 $ 2,245 $ 8,414 $ 2,442 ======== ======== ======== ========
The accompanying notes are part of the financial statements. -6- Ford Motor Company and Subsidiaries NOTES TO FINANCIAL STATEMENTS ----------------------------- (unaudited) 1. Financial Statements - The financial data presented herein are unaudited, but in the opinion of management reflect those adjustments necessary for a fair presentation of such information. Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the financial statements contained in the registrant's Annual Report on Form 10-K (the "10-K Report") for the year ended December 31, 1994. For purposes hereof, "Ford" or the "Company" means Ford Motor Company and its majority-owned subsidiaries unless the context requires otherwise. Certain amounts for prior periods have been reclassified to conform with presentations adopted in 1995. 2. Selected Automotive costs and expenses are summarized as follows (in millions): Second Quarter First Half ------------------ ------------------ 1995 1994 1995 1994 ------ ------ ----- ----- Depreciation $605 $564 $1,194 $1,145 Amortization 629 582 1,341 1,124 3. Automotive inventories are summarized as follows (in millions): June 30, December 31, 1995 1994 -------- ------------ Raw materials, work in process and supplies $3,261 $3,192 Finished products 3,580 3,295 ------ ------ Total inventories $6,841 $6,487 ====== ====== U.S. inventories $2,751 $2,917 -7- Coopers & Lybrand L.L.P. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders Ford Motor Company We have reviewed the consolidated balance sheet of Ford Motor Company and Subsidiaries at June 30, 1995 and the related consolidated statement of income and condensed consolidated statement of cash flows for the periods set forth in the Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet at December 31, 1994 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 27, 1995, we expressed an unqualified opinion on those consolidated financial statements. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Detroit, Michigan July 19, 1995 -8- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ------------------------------------------------------------------------ RESULTS OF OPERATIONS: SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994 Overview - -------- Ford Motor Company earned $1,572 million, or $1.45 per share of Common and Class B Stock, in the second quarter of 1995. This compares with $1,711 million, or $1.63 per share, in the second quarter of 1994. Fully diluted earnings per share were $1.30 in the second quarter of 1995, compared with $1.44 a year ago. The Company's worldwide sales and revenues were $36.4 billion, up $2.6 billion from a year ago. Vehicle unit sales of cars and trucks were 1,811,000, down 39,000 units, or 2%. Stockholders' equity was $25.2 billion at June 30, 1995. On June 6, 1994, a 2-for-1 stock split in the form of a 100% stock dividend on the Company's outstanding Common and Class B Stock became effective. Automotive Operations - --------------------- Net income from Ford's worldwide Automotive operations was $1,100 million in the second quarter of 1995 on sales of $29.9 billion, compared with $1,202 million in the second quarter of 1994 on sales of $28.4 billion. In the U.S., Ford's Automotive operations earned $663 million in the second quarter of 1995 on sales of $19.4 billion, compared with $888 million a year ago on sales of $19.1 billion. The decline in earnings was more than explained by lower unit volume, reflecting lower industry volume and unfavorable dealer inventory changes that more than offset improved market share. Changes in exchange rates (primarily the German Mark and Japanese Yen) also reduced earnings compared with a year ago. U.S. Automotive after-tax return on sales was 3.4% in the second quarter of 1995, down 1.2 points from a year ago. The decline also reflected primarily the effects of lower unit volume and unfavorable exchange rate changes. In the second quarter of 1995, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 14.7 million units, compared with 15.3 million units in the second quarter of 1994. Ford's car market share was 21.3% in the second quarter of 1995, down 2/10 of a point from a year ago. Ford's truck share was 32.8%, up 2.8 points from a year ago. Ford's combined car and truck share was 26.2%, up 1.2 points from a year ago. The improvement in share reflected primarily strong sales of the Explorer, Windstar, F-Series trucks and Contour/Mystique. Outside the U.S., Automotive operations earned $437 million in the second quarter of 1995 on sales of $10.5 billion, compared with $314 million a year ago on sales of $9.3 billion. The improvement reflected primarily improved margins in Europe and higher unit volume in the Asia-Pacific region. In Europe, Automotive operations earned $319 million, compared with $167 million a year ago. In the second quarter of 1995, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.7 million units, up 480,000 units from year ago levels. Ford's car share was 11.9% in the second quarter of 1995, up 4/10 of a point from a year ago. Ford's truck share was 14.5%, down 5/10 of a point from a year ago, reflecting primarily lower fleet sales. Ford's combined car and truck share was 12.2%, up 3/10 of a point from a year ago. It is expected that after-tax returns for the remainder of 1995 will be lower than the year ago period. Production volume in the second half of 1995 is expected to be down compared with a year ago as a result of the uncertain outlook for U.S. industry sales. This factor, combined with the timing and cost of major new product introductions in 1995 and early 1996 and the continued unfavorable effect of exchange rate changes, are expected to dampen results in the upcoming quarters. -9- Ford and Volkswagen AG have agreed on a separation process leading toward dissolution of their Autolatina joint venture in Brazil and Argentina by year- end 1995. Historically, earnings in Brazil and Argentina have represented a significant portion of Ford's Automotive earnings outside the U.S. and Europe. It is believed the effect, if any, of the dissolution of Autolatina on Ford's future earnings is not likely to be material. Business conditions in these markets, however, have been and are expected to continue to be volatile and subject to rapid change, which can affect future earnings. Financial Services Operations - ----------------------------- The Company's Financial Services operations earned $472 million in the second quarter of 1995, compared with $509 million in the second quarter of 1994. The decrease resulted primarily from the nonrecurrence of a gain on sale in 1994 of Ford Credit's interest in Manheim Auctions ($31 million). Ford Credit's consolidated net income was $341 million in the second quarter of 1995, compared with $368 million a year ago. Ford Credit's financing operations earned $293 million in the second quarter of 1995, compared with $317 million a year ago. The decrease reflected lower net interest margins, nonrecurrence of the gain on sale of an interest in Manheim Auctions, higher credit losses, and lower gains from sale of receivables, partially offset by higher levels of earning assets. Depreciation costs increased as a result of continued growth in operating leases; the related lease revenues more than offset the increased depreciation. Ford Credit's results also included $48 million from equity in the net income of affiliated companies, primarily Ford Holdings. Ford Holdings is a holding company that owns primarily The Associates, American Road, and USL Capital. The international operations managed by Ford Credit, but not included in its consolidated results, earned $66 million in the second quarter of 1995, compared with $50 million a year ago. The Associates earned a record $141 million in the U.S. in the second quarter of 1995, compared with $121 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. The international operations managed by The Associates, but not included in its consolidated results, earned $27 million in the second quarter of 1995, compared with $21 million a year ago. USL Capital earned a record $30 million in the second quarter of 1995, compared with $27 million a year ago. The increase reflected higher levels of earning assets and higher gains on asset sales. Hertz earned $19 million in the second quarter of 1995, compared with $26 million in the second quarter of 1994. The decrease reflected primarily increased depreciation and borrowing costs, partially offset by higher volume in construction equipment rentals and sales. American Road incurred a loss of $9 million in the second quarter of 1995, compared with a net income of $13 million a year ago. The decrease reflected lower underwriting results in floor plan products and the dissolution of an operating subsidiary. FIRST HALF 1995 COMPARED WITH FIRST HALF 1994 Overview - -------- Ford earned $3,122 million, or $2.89 per share of Common and Class B Stock, in the first half of 1995. This compares with $2,615 million, or $2.47 per share, in the first half of 1994. Ford's results a year ago included a charge of $440 million related to the disposition of First Nationwide Bank. Fully diluted earnings per share were $2.59 in the first half of 1995, compared with $2.20 a year ago. The Company's worldwide sales and revenues were $71.2 billion, up $7 billion from a year ago. Vehicle unit sales of cars and trucks were 3,581,000, up 11,000 units. -10- Automotive Operations - --------------------- Net income from Ford's worldwide Automotive operations was $2,241 million in the first half of 1995 on sales of $58.5 billion, compared with $2,175 million in the first half of 1994 on sales of $54.4 billion. In the U.S., Ford's Automotive operations earned $1,488 million in the first half of 1995 on sales of $38.9 billion, compared with $1,704 million a year ago on sales of $37.1 billion. U.S. Automotive after-tax return on sales was 3.8%, down 8/10 of a point from a year ago. The decline in earnings reflected primarily the same factors as those described in the discussion of second quarter results of operations. In the first half of 1995, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 14.9 million units, compared with 15.5 million units a year ago. The Company expects U.S. car and truck industry sales to total 15.1 million units for the full year, compared with 15.4 million units in 1994. Ford's car share was 21.6% in the first half of 1995, up 3/10 of a point from a year ago. Ford's truck share was 32.6%, up 2.9 points from a year ago. Ford's combined car and truck share was 26.3%, up 1.4 points from a year ago. Outside the U.S., Automotive operations earned $753 million in the first half of 1995 on sales of $19.6 billion, compared with $471 million a year ago on sales of $17.3 billion. The improvement reflected primarily higher unit volume and improved margins in Europe. Ford's European Automotive operations earned $484 million in the first half of 1995, compared with $220 million a year ago. In the first half of 1995, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.6 million units, compared with 13.2 million units a year ago. The Company expects European car and truck industry sales to total 13.4 million units for the full year, compared with 13.3 million units in 1994. Ford's car share was 12% in the first half of 1995, up 2/10 of a point from a year ago. Ford's truck share was 15.1%, up 4/10 of a point from a year ago. Ford's combined car and truck share was 12.3%, up 2/10 of a point from the first half of 1994. Financial Services Operations - ----------------------------- The Company's Financial Services operations earned $881 million in the first half of 1995, compared with $440 million in the first half of 1994. The improvement was explained by the nonrecurrence of the $440 million charge to net income in the first quarter of 1994 for disposition of First Nationwide Bank. Ford Credit's consolidated net income was $629 million in the first half of 1995, compared with $667 million a year ago. Ford Credit's financing operations earned $522 million, compared with $562 million a year ago. The decrease reflected primarily the same factors as those described in the discussion of second quarter results of operations. Ford Credit's results also included $107 million from equity in the net income of affiliated companies, primarily Ford Holdings. The international operations managed by Ford Credit, but not included in its consolidated results, earned $131 million in the first half of 1995, compared with $113 million a year ago. The Associates earned a record $293 million in the U.S. in the first half of 1995, compared with $249 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. The international operations managed by The Associates, but not included in its consolidated results, earned $49 million in the first half of 1995, compared with $39 million a year ago. USL Capital earned a record $56 million in the first half of 1995, compared with $48 million a year ago. Hertz earned $19 million in the first half of 1995, compared with $25 million a year ago. American Road incurred a loss of $4 million in the first half of 1995, compared with earnings of $30 million in the same period in 1994. These changes reflected primarily the same factors as those described in the discussion of second quarter results of operations. -11- LIQUIDITY AND CAPITAL RESOURCES Automotive Operations - --------------------- Cash, cash equivalents and marketable securities of the Company's Automotive operations were $14 billion at June 30, 1995, up $1.9 billion from December 31, 1994. The amount of cash, cash equivalents and marketable securities is expected to decline during the second half of the year because of lower production volume and higher capital spending. The Company paid $729 million in cash dividends on its Common Stock, Class B Stock and Preferred Stock during the first six months of 1995. Automotive capital expenditures were $4 billion in the first six months of 1995, up $470 million from the same period a year ago. Automotive capital spending is projected to increase further during the second half of the year as a result of increases in both product and nonproduct spending. The higher product spending reflects a record pace of new-model introductions and increased capacity for selected components and vehicles, while the higher nonproduct spending reflects continuing efforts to improve efficiency and quality. Automotive debt at June 30, 1995 totaled $6.9 billion, which was 21% of total capitalization (stockholders' equity and Automotive debt), compared with $7.3 billion, or 25% of total capitalization, at December 31, 1994. At June 30, 1995, Ford (parent company only) had long-term contractually committed credit agreements in the U.S. under which $5.9 billion were available from various banks. These facilities were unused at June 30, 1995. Outside the U.S., Ford had additional long-term contractually committed credit-line agreements of $2.6 billion at June 30, 1995; none of these were in use. Effective July 1, 1995, most of the credit facilities discussed above were replaced with long-term contractually committed global credit agreements under which $8.4 billion is available from various banks at least through June 30, 2000. The entire $8.4 billion may be used, at Ford's option, by any affiliate of Ford; however, any borrowing by an affiliate will be guaranteed by Ford. In addition, Ford has the ability to transfer on a nonguaranteed basis the entire $8.4 billion in varying portions to Ford Credit and Ford Credit Europe. Financial Services Operations - ----------------------------- Financial Services' cash, cash equivalents and investments in securities totaled $9.2 billion at June 30, 1995, up $1.4 billion from December 31, 1994. Net receivables and lease investments were $143.5 billion at June 30, 1995, up $13.2 billion from December 31, 1994. The increase reflected continued growth in earning assets at Ford Credit and The Associates. Total debt was $136.5 billion at June 30, 1995, up $12.8 billion from December 31, 1994. The increase resulted from higher debt levels required to finance growth in earning assets at Ford Credit and The Associates. -12- At June 30, 1995, Financial Services had $34.8 billion of contractually committed support facilities (including the $5.9 billion of the Ford credit agreements) for use in the U.S.; less than 2% of these facilities, excluding the Ford credit agreements, were in use. An additional $9 billion of contractually committed support facilities were available outside the U.S. at June 30, 1995; $1.5 billion of these were in use. The majority of these facilities that were available for use by Ford Credit and Ford Credit Europe and their subsidiaries ($21.3 billion, excluding the $5.9 billion of the Ford credit agreements) have been terminated effective July 1, 1995, and have been replaced by contractually committed global credit agreements under which $19.8 billion and $4.1 billion are available to Ford Credit and Ford Credit Europe, respectively, from various banks; 62% and 75%, respectively, of such facilities are available through June 30, 2000. The entire $19.8 billion may be used, at Ford Credit's option, by any subsidiary of Ford Credit, and the entire $4.1 billion may be used, at Ford Credit Europe's option, by any subsidiary of Ford Credit Europe. Any borrowings by such subsidiaries will be guaranteed by Ford Credit or Ford Credit Europe, as the case may be. ACCOUNTING POLICIES With respect to the accounting issue under consideration by the Emerging Issues Task Force (the "EITF") of the Financial Accounting Standards Board, referred to in the fifth paragraph on page 39 of the 10-K Report, the consensus reached by the EITF on Issue 95-4, "Revenue Recognition on Equipment Sold and Subsequently Repurchased Subject to an Operating Lease", at its July 21, 1995 meeting reaffirmed Ford's present accounting practice. OTHER FINANCIAL INFORMATION Coopers & Lybrand L.L.P., Ford's independent public accountants, performed a limited review of the financial data presented on pages 4 through 7 inclusive. The review was performed in accordance with standards for such reviews established by the American Institute of Certified Public Accountants. The review did not constitute an audit; accordingly, Coopers & Lybrand L.L.P. did not express an opinion on the aforementioned data. The financial data include any material adjustments or disclosures proposed by Coopers & Lybrand L.L.P. as a result of their review. -13- Part II. Other Information --------------------------- Item 1. Legal Proceedings - -------------------------- Product Matters - --------------- With respect to the lawsuits for damages arising out of automobile accidents where plaintiffs claim that the injuries resulted from (or were aggravated by) alleged defects in the occupant restraint systems in vehicle lines of various model years, referred to in the second paragraph on page 23 of the 10-K Report and on page 12 of Ford Motor Company's quarterly report on Form 10-Q for the quarter ended March 31, 1995 (the "First Quarter 10-Q Report"), the damages specified by the plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $748 million at June 30, 1995. With respect to the lawsuits for damages involving the alleged propensity of Bronco II utility vehicles to roll over, referred to in the third paragraph on page 23 of the 10-K Report and on page 12 of the First Quarter 10-Q Report, the damages specified in these actions, including both actual and punitive damages, aggregated approximately $1.1 billion at June 30, 1995. With respect to the lawsuits for damages involving asbestos, referred to in the fifth paragraph on page 23 of the 10-K Report and on page 12 of the First Quarter 10-Q Report, the damages specified by plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $235 million at June 30, 1995. In most of the actions described in the foregoing paragraphs, no dollar amount of damages is specified or the specific amount referred to is only the jurisdictional minimum. It has been Ford's experience that in cases that allege a specific amount of damages in excess of the jurisdictional minimum, such amounts, on average, bear little relation to the actual amounts of damages paid by Ford in such cases, which generally are, on average, substantially less than the amounts originally claimed. Other Matters - ------------- With respect to the lawsuit in federal court in Nevada seeking damages and an injunction for alleged infringement of U.S. patents characterized as covering machine vision inspection technologies and other technologies, referred to in the second full paragraph on page 24 of the 10-K Report, the magistrate judge handling the case recommended to the district court judge that he enter judgment for Ford holding that the patents alleged to be infringed pertaining to machine vision inspection technologies are unenforceable. The magistrate judge found that the patent owner engaged in "undue delay" by taking 35 years to prosecute the numerous patent applications for these patents and found that the patent owner claimed the work of others as he saw the technologies develop. After a period of time for the filing of objections to the recommendation and replies to those objections, the case will be submitted to the district judge for review. -14- Item 4. Submission of Matters to a Vote of Security-Holders - ------------------------------------------------------------ On May 11, 1995, the 1995 Annual Meeting of Stockholders of the Company was held. Following is a brief description of the matters voted upon at the meeting and a tabulation of the voting therefor: Election of Directors. The following persons were elected directors of the Company based on the number of votes set forth opposite their respective names: Number of Votes -------------------------------------- Nominee For Not For ------------------- --------------- ------------ [S] [C] [C] Colby H. Chandler 1,441,216,808 6,942,229 Michael D. Dingman 1,441,424,206 6,734,831 Edsel B. Ford II 1,439,833,709 8,325,328 William C. Ford 1,439,485,133 8,673,904 William C. Ford, Jr. 1,439,821,514 8,337,523 Roberto C. Goizueta 1,441,577,713 6,581,324 Irvine O. Hockaday, Jr. 1,441,742,516 6,416,521 Marie-Josee Kravis 1,441,171,089 6,987,948 Drew Lewis 1,441,586,575 6,572,462 Ellen R. Marram 1,441,572,045 6,586,992 Kenneth H. Olsen 1,441,051,855 7,107,182 Carl E. Reichardt 1,441,772,952 6,386,085 Louis R. Ross 1,439,842,563 8,316,474 Alex Trotman 1,439,936,405 8,222,632 Clifton R. Wharton, Jr. 1,440,779,851 7,379,186 There were no broker non-votes with respect to the election of directors. Proposal 1 Ratification of Selection of Independent Public Accountants. A proposal to ratify the selection of Coopers & Lybrand as independent public accountants to audit the books of account and other corporate records of the Company for 1995 was adopted, with 1,437,784,919 votes cast for, 5,256,266 votes cast against, 5,111,442 votes abstained and 6,410 broker non-votes. Proposal 2 Relating to an Amendment to the Company's Supplemental Compensation Plan. A proposal to approve limits and other terms under which certain executives of the Company may be compensated under the Company's Supplemental Compensation Plan to provide for continued deductibility of compensation that may be paid under such Plan was adopted, with 1,403,828,548 cast for, 33,527,703 votes cast against, 10,794,702 votes abstained and 8,084 broker non- votes. Proposal 3 Relating to an Amendment to the Company's 1990 Long-Term Incentive Plan. A proposal to approve limits and other terms under which stock options may be granted to certain executives under the Company's 1990 Long-Term Incentive (LTI) Plan to provide for the continued deductibility of compensation relating to stock options granted under the LTI Plan was adopted, with 1,345,558,231 votes cast for, 77,591,691 votes cast against, 11,115,192 votes abstained and 13,893,923 broker non-votes. Proposal 4 Relating to Rotation of the Annual Meeting Location. A proposal relating to rotating the location of the Annual Meeting of Stockholders of the Company was rejected, with 1,248,270,813 votes cast against, 55,590,690 votes cast for, 24,505,002 votes abstained and 119,792,532 broker non-votes. Proposal 5 Relating to a Report on Maquiladora Operations in Mexico. A proposal requiring the Company to conduct a review and prepare a report on the Company's maquiladora operations was rejected, with 1,221,948,574 votes cast against, 58,312,872 votes cast for, 43,665,417 votes abstained and 124,232,174 broker non-votes. -15- Item 5. Other Information - -------------------------- Governmental Standards - ---------------------- Mobile Source Emissions Control and Motor Vehicle Fuel Economy -- With respect to the discussion of mobile source emission requirements on page 15 of the 10-K Report and fuel economy requirements on page 18 of the 10-K Report, the EPA recently issued proposed regulations pursuant to the Clean Air Act that would change the test procedures for measuring motor vehicle emissions and fuel economy. If adopted without adequate adjustments, these regulations may require costly measures to reduce tailpipe emissions and to increase fuel economy. -16-
Supplemental Schedule Ford Motor Company CONDENSED FINANCIAL INFORMATION OF SUBSIDIARY --------------------------------------------- (in millions) FORD CAPITAL B.V. - ----------------- June 30, December 31, 1995 1994 ---------- ------------ (unaudited) Current assets $1,161 $1,048 Noncurrent assets 4,679 4,845 ------ ------ Total assets $5,840 $5,893 ====== ====== Current liabilities $ 507 $ 486 Noncurrent liabilities 4,733 4,909 Minority interests in net assets of subsidiaries 17 12 Stockholder's equity 583 486 ------ ------ Total liabilities and stockholder's equity $5,840 $5,893 ====== ======
Second Quarter First Half ------------------------ ------------------------ 1995 1994 1995 1994 ---------- ---------- ---------- -------- (unaudited) (unaudited) Sales and other revenue $690 $640 $1,346 $1,203 Operating income 52 50 129 97 Income before income taxes 35 51 99 96 Net income 27 39 83 78
Ford Capital B.V., a wholly-owned subsidiary of Ford Motor Company, was established primarily for the purpose of raising funds through the issuance of commercial paper and debt securities. Ford Capital B.V. also holds shares of the capital stock of Ford Nederland B.V., Ford Motor Company (Belgium) B.V., and Ford Motor Company A/S (Denmark). Substantially all of the assets of Ford Capital B.V., other than its ownership interests in subsidiaries, represent receivables from Ford Motor Company or its consolidated subsidiaries. -17- Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits Please refer to the Exhibit Index on page 19. (b) Reports on Form 8-K The Registrant filed the following Current Reports on Form 8-K during the quarter ended June 30, 1995: Current Report on Form 8-K dated April 4, 1995 included information regarding Ford's intention to restructure its North American glass operations. Current Report on Form 8-K dated April 19, 1995 included information relating to Ford's first quarter 1995 financial results. 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 thereunto duly authorized. FORD MOTOR COMPANY -------------------------------------- (Registrant) Date: July 27, 1995 By: /s/ M. L. Reichenstein --------------- --------------------------------- M. L. Reichenstein Vice President - Controller, Ford Automotive Operations (principal accounting officer) -18- EXHIBIT INDEX -------------
Sequential Page Number Designation Description at Which Found - ------------ ---------------------------------------------- --------------- Exhibit 10.1 Amendment to Ford Motor Company Supplemental Compensation Plan, effective as of July 13, 1995.* 20 Exhibit 10.2 Ford Motor Company Deferred Compensation Plan, effective as of July 13, 1995.* 21-28 Exhibit 11 Ford Motor Company and Subsidiaries Computation of Primary and Fully Diluted Earnings Per Share in Accordance with Opinion 15 of the Accounting Principles Board. 29-30 Exhibit 12 Ford Motor Company and Subsidiaries Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 31 Exhibit 15 Letter of Coopers & Lybrand L.L.P., Independent Public Accountants, dated July 27, 1995 relating to Financial Information. 32
- - - - - - *Management contract or compensatory plan or arrangement -19- EX-10.1 2 Exhibit 10.1 AMENDMENTS TO SUPPLEMENTAL COMPENSATION PLAN -------------------------------------------- (Effective July 13, 1995) Paragraph 9f is hereby amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing sentence, the Compensation and Option Committee may in its sole discretion determine to credit Employees' deferral accounts with, or make other adjustments as a result of, dividend equivalents, interest equivalents or other earnings or return on such accounts pursuant to Paragraph 10g." Paragraph 10 is hereby amended by adding the following new Paragraph 10g at the end thereof: "10g. Deferrals of Awards for 1995 and Subsequent Years. Anything in this Plan to the contrary notwithstanding, any Employee who elects to defer all or part of an award of supplemental compensation for 1995 or subsequent years under the Plan may, in the manner and to the extent determined by the Compensation and Option Committee, select one or more investment options permitted by such Committee solely for the purpose of accounting for the deferred amount as if it had been invested in such investment(s). No actual investment shall be made on behalf of such Employees. The Compensation and Option Committee shall determine the manner and extent to which Employees' deferral accounts shall be credited with, or otherwise adjusted to reflect, dividend equivalents, interest equivalents or other earnings or return which would have been earned on such accounts had they been so invested and the method of valuing such accounts. Unless otherwise determined by the Committee, deferrals of supplemental compensation for 1995 and subsequent years shall be made under, and governed by the provisions of, the Company's Deferred Compensation Plan and are payable only in cash. In no event shall the Reserve be debited as a result of such deferrals; provided, however, that all awards of supplemental compensation made under this Plan shall be debited to such Reserve, notwithstanding any such deferrals made with respect to such awards." Rule 13 is hereby amended by adding the following new paragraph 7 at the end thereof: "7. Mandatory Deferrals of Awards for 1995 and Subsequent Years. Notwithstanding anything contained in this Rule 13 to the contrary, unless otherwise determined by the Compensation and Option Committee, (i) Deferred Amounts relating to awards of supplemental compensation for 1995 and subsequent years shall be accounted for, on a book entry basis, as if they had been invested in one or more investment options available as the measuring mechanism under the Deferred Compensation Plan and selected by the Compensation and Option Committee for the particular deferral and (ii) the related deferral accounts shall be credited with, or otherwise adjusted to reflect, dividend equivalents, interest equivalents or other earnings or return on such accounts in the manner determined pursuant to Paragraph 10g of the Plan." -20- EX-10.2 3 Exhibit 10.2 Page 1 of 8 FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN 1. Purpose. This Plan, which shall be known as the "Ford Motor Company Deferred Compensation Plan" and is hereinafter referred to as the "Plan", is intended to provide for the deferment of payment of (i) awards of supplemental compensation under the Ford Motor Company Supplemental Compensation Plan, (ii) base salary and (iii) incentive awards payable only in cash under the Ford Motor Company 1990 Long-Term Incentive Plan or any other incentive compensation plan of the Company. 2. Definitions. As used in the Plan, the following terms shall have the following meanings, respectively: (a) The term "Committee" shall mean, unless the context otherwise requires, the following as they from time to time may be constituted: (i) The Compensation and Option Committee with respect to all matters affecting any Section 16 Person. (ii) The Deferred Compensation Committee with respect to all matters affecting employees other than Section 16 Persons. (b) The term "Compensation and Option Committee" shall mean the Compensation and Option Committee of the Board of Directors of the Company. (c) The term "Company" when used in the Plan with reference to employment shall include subsidiaries of the Company. (d) The term "Deferred Compensation" shall mean compensation deferred pursuant to paragraph (a), (b), (c) or (d) of Section 5 hereto, and any interest equivalents, dividend equivalents or other earnings or return on such amounts determined in accordance with the Plan. (e) The term "Deferred Compensation Account" with respect to a participant shall mean the book entry account established by the Company for such participant with respect to his or her Deferred Compensation. (f) The term "Deferred Compensation Committee" shall mean the committee comprised of the Vice President - Employee Relations, the Group Vice President and Chief Financial Officer and the Vice President - General Counsel or such other persons as may be designated members of such Committee by the Compensation and Option Committee. (g) The term "employee" shall mean any person who is regularly employed by the Company or a subsidiary at a salary (as distinguished from a pension, retirement allowance, severance pay, retainer, commission, fee under a contract or other arrangement, or hourly, piecework or other wage) and is enrolled on the active employment rolls of the Company or a subsidiary, including, but without limitation, any employee who also is an officer or director of the Company or a subsidiary. (h) The term "Ford Stock" shall mean Ford Common Stock. (i) The term "Ford Stock Unit" shall mean a unit having a value based upon Ford Stock. (j) The term "1990 Plan" shall mean the Ford Motor Company 1990 Long-Term Incentive Plan, as amended. -21- Exhibit 10.2 Page 2 of 8 (k) The term "SC Plan" shall mean the Ford Motor Company Supplemental Compensation Plan, as amended. (l) The term "Section 16 Person" shall mean any employee who is subject to the reporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (m) The term "SSIP" shall mean the Company's Savings and Stock Investment Plan for Salaried Employees, as amended. (n) The term "subsidiary" shall mean any corporation a majority of the voting stock of which is owned directly or indirectly by the Company. 3. Administration. Except as otherwise herein expressly provided, the Compensation and Option Committee shall have full power and authority to construe, interpret and administer the Plan. The Compensation and Option Committee shall make all decisions relating to matters affecting any Section 16 Person, but may otherwise delegate any of its authority under the Plan. The Compensation and Option Committee and the Deferred Compensation Committee each may at any time adopt or terminate, and may from time to time amend, modify or suspend such rules, regulations, policies and practices as they in their sole discretion may determine in connection with the administration of, or the performance of their respective responsibilities under, the Plan. 4. Eligibility of Participants; Amounts Deferrable. ----------------------------------------------- (a) Participating Subsidiaries and Foreign Location Participants. The Deferred Compensation Committee shall determine the extent to which subsidiaries and employees at foreign locations may participate in the Plan or similar plans. (b) Supplemental Compensation Deferrals. Subject to any limitations determined under paragraph (a) or paragraph (e) of this Section 4, employees who receive an award or an installment of an award of supplemental compensation for 1995 or any subsequent year under the SC Plan are eligible to defer payment under the Plan from 1% to 100%, in 1% increments, of such amount net of applicable taxes, but not less than $1,000, provided that such employees are actively employed by the Company both at the time of the election to defer and at the time the award or installment would otherwise be payable in the absence of such deferral. (c) Base Salary Deferrals. Subject to any limitations determined under paragraph (a) or paragraph (e) of this Section 4, employees who are eligible to participate in the SC Plan and who are actively employed by the Company at the time a salary deferral election is made are eligible to defer payment of from 1% to 50% of base salary in 1% increments, provided that the Compensation and Option Committee has determined that base salary deferrals may be made for the employment period covered by such deferral. Notwithstanding the foregoing, the Compensation and Option Committee may impose such additional limitations on eligibility as it deems appropriate in its sole discretion. -22- Exhibit 10.2 Page 3 of 8 (d) Deferrals of Incentive Compensation. Subject to any limitations determined under paragraph (a) or paragraph (e) of this Section 4, employees who are eligible to participate in the SC Plan and who are actively employed by the Company at the time an election is made to defer payment of an award payable only in cash under the 1990 Plan or other incentive compensation plan are eligible to defer payment of from 1% to 100%, in 1% increments, of such award net of applicable taxes, but not less than $1,000, provided that (i) the Compensation and Option Committee has determined that deferrals may be made for such awards and (ii) such employees are actively employed by the Company both at the time of the election to defer and at the time the award would otherwise be payable in the absence of such deferral. (e) Eligibility of Compensation and Option Committee Members. No person while a member of the Compensation and Option Committee shall be eligible to participate under the Plan. 5. Deferral Elections. ------------------ (a) Supplemental Compensation Deferrals. A participant's decision to defer payment of supplemental compensation under the Plan must be made prior to September 30 of the performance year for which the supplemental compensation is determined. (b) Base Salary Deferrals. A participant's decision to defer payment of base salary under the Plan must be made prior to the calendar year during which the base salary will be earned; provided, however, that such decision may be made with respect to base salary earned during the first calendar year that base salary deferrals are permitted under the Plan within thirty days of implementation of the base salary component of the Plan but prior to earning any such salary. (c) Incentive Compensation Deferrals. Subject to the limitations set forth in Section 4 hereof, the Compensation and Option Committee shall determine the required timing for participants to make elections to defer payment of awards payable only in cash under the 1990 Plan or other incentive compensation plan. (d) Mandatory Deferrals. The Compensation and Option Committee may mandatorily defer payment under the Plan of a portion of certain supplemental compensation awards pursuant to Rule 13 under the SC Plan. The Compensation and Option Committee may determine the extent to which it may mandatorily defer payment under the Plan of compensation payable only in cash under the 1990 Plan or other incentive compensation plan. (e) Deferred Compensation Accounts. Amounts deferred pursuant to paragraphs (a), (b), (c) or (d) of Section 5 will be credited by book entry to the participant's Deferred Compensation Account. All such amounts shall be held in the general funds of the Company. Each participant shall have the status of an unsecured general creditor of the Company with respect to his or her Deferred Compensation Account. The participant shall designate the percentage of the amount elected for deferral to be allocated to each investment option available under the Plan for purposes of accounting only and not for actual investment. In addition, with respect to any particular deferral under the Plan, the participant shall elect (i) the year in which distribution shall be made or distribution upon retirement and (ii) the method of distribution desired with respect to any such deferral election if the participant elected distribution upon retirement, i.e., in a lump sum payment or in ten annual installments. Notwithstanding the foregoing, any Section 16 Person who elects to defer any or part of his or her compensation under the Plan based on Ford Stock Units may elect distribution of all Deferred Compensation applicable to the deferral, notwithstanding any other investment options selected, only upon retirement. Any distribution schedule of a participant who becomes a Section 16 Person subsequent to having elected to defer any compensation under the Plan based on Ford Stock Units shall automatically be amended, as of the effective date of becoming a Section 16 Person, to provide for distribution upon retirement of all Deferred Compensation applicable to the particular deferral, notwithstanding any other investment options selected for the deferral. -23- Exhibit 10.2 Page 4 of 8 6. Investment Options; Methodology; No Ownership Rights. ----------------------------------------------------- (a) General. Unless otherwise delegated to the Deferred Compensation Committee, the Compensation and Option Committee has the sole discretion to determine the investment options available as the measurement mechanism for deferrals and redesignations under the Plan, the manner and extent to which elections may be made, the method of valuing the various investment options and the Deferred Compensation Accounts and the method of crediting the Deferred Compensation Accounts with, or making other adjustments as a result of, dividend equivalents, interest equivalents or other earnings or return on such Accounts. (b) Investment Options. Unless otherwise determined by the Compensation and Option Committee, the investment options available as the measurement mechanism for deferrals and redesignations under the Plan shall be some or all of those provided in the Company's SSIP. (c) Methodology. Unless otherwise determined by the Compensation and Option Committee, the methodology for valuing the various investment options and the Deferred Compensation Accounts and for calculating amounts to be credited or debited or other adjustments to any Deferred Compensation Account with respect to any investment options shall be the same as that used under the SSIP. (d) No Ownership Rights. Investment options available under the Plan shall be used solely for measuring the value of Deferred Compensation Accounts and accounting, on a book entry basis, as if the deferred amounts had been invested in actual investments, but no such investments shall be made on behalf of participants. Participants shall not have any voting rights or any other ownership rights with respect to the investment options selected as the measuring mechanism for their Deferred Compensation Accounts. 7. Redesignation Within a Deferred Compensation Account. ---------------------------------------------------- (a) General. Except as otherwise provided in paragraph (f) of this Section 7, a participant or the beneficiary or legal representative of a deceased participant, may redesignate amounts credited to a Deferred Compensation Account among the investments available under the Plan. No redesignations relating to a particular deferral may occur on or after the scheduled distribution date for the deferral under the Plan. (b) Eligible Participants. Except as otherwise provided in paragraph (f) of this Section 7, active employees and retired participants are eligible to redesignate. (c) Permitted Frequency. Redesignations may be made at the same frequency as transfers may be made under the SSIP. (d) Amount of Redesignation. Any redesignation relating to a particular deferral shall be in a specified percentage or dollar amount of the investment option from which the redesignation is being made. (e) Timing. Redesignation shall occur on the day the participant's written redesignation election form or telephonic election is received by the Company or its agent designated for this purpose; provided, however, that if such redesignation request is received after 4 p.m. Eastern Time, or on a day that is not a business day (i.e., a day that either the Company's World Headquarters offices in Dearborn, Michigan or the principal offices of its designated agent are not open to the public for business), then such redesignation shall be effective on the next business day. -24- Exhibit 10.2 Page 5 of 8 (f) Limitations on Redesignations Involving Ford Stock Units. (i) Material, Nonpublic Information. The Committee in its sole discretion at any time may rescind a redesignation in or out of Ford Stock Units if such redesignation was made by a participant who (i) at the time of the redesignation the Committee believes was in the possession of material, nonpublic information with respect to the Company and (ii) in the Committee's estimation benefited from such information by the timing of his or her redesignation. In the event of a rescission, the participant's Deferred Compensation Account shall be restored to a status as though such redesignation had not occurred. (ii) Section 16 Persons. Section 16 Persons may not redesignate into or out of Ford Stock Units. 8. Adjustments. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure of the Company or shares of Ford Stock or units of any other investment option provided under the Plan, the Compensation and Option Committee shall make such adjustments, if any, as it may deem appropriate in the number of Ford Stock Units, shares of Ford Stock represented by Ford Stock Units or shares or units of other investment options credited to participants' Deferred Compensation Accounts. 9. Reserve. No debit to the Reserve under the SC Plan shall be made as a result of credits to a Deferred Compensation Account or distribution of all or part of such Account under the Plan; provided, however, that all awards of supplemental compensation made under the SC Plan shall be debited to such Reserve, notwithstanding any deferrals made under the Plan with respect to any such awards. 10. Distribution of Deferred Compensation; Financial Hardship. --------------------------------------------------------- (a) General. Except as otherwise provided in paragraph (b) of this Section 10 or in Section 12, or as otherwise determined by the Committee, distribution of all or any part of a participant's Deferred Compensation Account shall be made on, or as soon thereafter as practicable, (i) March 15 of the year selected by the participant for distribution with respect to the particular deferral if the participant is an active employee of the Company on the distribution date, (ii) March 15 of the year following death or termination for reasons other than retirement, notwithstanding any prior selection by the participant of a subsequent year for distribution with respect to the particular deferral, (iii) March 15 of the year following retirement if the participant selected distribution upon retirement with respect to the particular deferral and a lump sum distribution was selected, or if the participant selected a particular year for distribution with respect to the particular deferral but retired prior to the year selected, or (iv) March 15 of the year following retirement with respect to the first annual instalment and continuing on the applicable number of consecutive anniversaries of such date if ten annual installments were selected by the participant with respect to the particular deferral. Unless otherwise determined by the Committee, a Deferred Compensation Account or part thereof relating to a particular distribution shall be valued, for purposes of the distribution, as of March 15 of the year of distribution or as of the next preceding day for which valuation information is available. -25- Exhibit 10.2 Page 6 of 8 (b) Financial Hardship. At the written request of a participant, the Committee, in its sole discretion, may authorize the cessation of deferrals under the Plan by such participant and distribution of all or any part of the participant's Deferred Compensation Account prior to his or her scheduled distribution date or dates, or accelerate payment of any installment payable with respect to Deferred Compensation, upon a showing of unforeseeable emergency by the participant. For purposes of this paragraph, "unforeseeable emergency" shall mean severe financial hardship resulting from extraordinary and unforeseeable circumstances arising as a result of one or more recent events beyond the control of the participant. In any event, payment shall not be made to the extent such emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship and (iii) by cessation of deferrals under the Plan. Withdrawals of amounts because of unforeseeable emergency shall only be permitted to the extent reasonably necessary to satisfy the emergency. Examples of what are not considered to be unforeseeable emergencies include the need to send a participant's child to college or the desire to purchase a home. The Committee shall determine the applicable distribution date and the date as of which the amount to be distributed shall be valued with respect to any financial hardship withdrawal or distribution made pursuant to this paragraph (b) of this Section 10. Any participant whose deferrals have ceased under the Plan pursuant to this paragraph may not elect to recommence deferrals until the next applicable deferral period. Notwithstanding anything contained herein to the contrary, financial hardship withdrawals or cessation of deferrals under the Plan pursuant to this paragraph shall not be available with respect to amounts deferred in Ford Stock Units by Section 16 Persons. 11. Designation of Beneficiaries and Effect of Death. ------------------------------------------------ (a) Designation of Beneficiaries. A participant may file with the Company a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Compensation and Option Committee from time to time may prescribe) to receive, in the event of the death of the participant, undistributed amounts of Deferred Compensation that would have been payable to such participant had he or she been living. A participant shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such participant's life insurance proceeds under the Company-paid basic Life Insurance Plan unless such participant shall have assigned such life insurance or shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan. A participant may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any testamentary or other disposition; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to receive any such payment, the same may be paid to the legal representatives of the participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone. (b) Distribution Upon Death. Subject to the provisions of Section 10 hereof, in the event of the death of any participant prior to distribution of all or part of such participant's Deferred Compensation Account, the total value of such participant's entire Deferred Compensation Account shall be distributed in cash in one lump sum in accordance with paragraph (a) of Section 10 to any beneficiary or beneficiaries designated or deemed designated by the participant pursuant to paragraph (a) of this Section 11 who shall survive such participant (to the extent such designation is effective and enforceable at the time of such participant's death) or, in the absence of such designation or such surviving beneficiary, to the legal representative of such person, at such time (or as soon thereafter as practicable) and otherwise as if such person were living and had fulfilled all applicable conditions as to earning out set forth in, or established pursuant to the Plan, provided such conditions shall have been fulfilled by such person until the time of his or her death. -26- Exhibit 10.2 Page 7 of 8 12. Effect of Inimical Conduct. Anything contained in the Plan notwithstanding, all rights of a participant under the Plan to receive distribution of all or any part of his or her Deferred Compensation Account shall cease on and as of the date on which it has been determined by the Committee that such participant at any time (whether before or subsequent to termination of such participant's employment) acted in a manner inimical to the best interests of the Company. 13. Limitations. A participant shall not have any interest in any Deferred Compensation credited to his or her Deferred Compensation Account until it is distributed in accordance with the Plan. All amounts deferred under the Plan shall remain the sole property of the Company, subject to the claims of its general creditors and available for use for whatever purposes are desired. With respect to Deferred Compensation, a participant shall be merely a general creditor of the Company and the obligation of the Company hereunder shall be purely contractual and shall not be funded or secured in any way. The Plan shall not constitute part of any participant's or employee's employment contract with the Company or any participating subsidiary. Participation in the Plan shall not create or imply a right to continued employment. 14. Annual Statements of Account. Account statements shall be sent to participants as soon as practicable following the end of each year as to the balances of their respective Deferred Compensation Accounts as of the end of the previous calendar year. 15. Withholding of Taxes. The Company shall have the right to withhold an amount sufficient to satisfy any federal, state or local income taxes or FICA or medicare taxes that the Company may be required by law to pay with respect to any Deferred Compensation Account, including withholding payment from a participant's current compensation. 16. No Assignment of Benefits. No rights or benefits under the Plan shall, except as otherwise specifically provided by law, be subject to assignment (except for the designation of beneficiaries pursuant to paragraph (a) of Section 11), nor shall such rights or benefits be subject to attachment or legal process for or against a participant or his or her beneficiary or beneficiaries, as the case may be. 17. Administration Expense. The entire expense of offering and administering the Plan shall be borne by the Company and its participating subsidiaries and shall not be charged against the Reserve under the SC Plan. 18. Amendment, Modification, Suspension and Termination of the Plan; Rescissions and Corrections. The Compensation and Option Committee, at any time may terminate, and at any time and from time to time, and in any respect, may amend or modify the Plan or suspend any of its provisions; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a participant, adversely affect such participant's rights with respect to amounts credited to or accrued in his or her Deferred Compensation Account. The Committee at any time may rescind or correct any deferrals or credits to any Deferred Compensation Account made in error or that jeopardize the intended tax status or legal compliance of the Plan. -27- Exhibit 10.2 Page 8 of 8 19. Indemnification and Exculpation. -------------------------------- (a) Indemnification. Each person who is or shall have been a member of the Compensation and Option Committee or a member of the Deferred Compensation Committee shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be or become a party or in which such person may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof (with the Company's written approval) or paid by such person in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company based upon a finding of such person's lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against such person, such person shall in writing give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person's behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify or hold such person harmless. (b) Exculpation. Each member of the Compensation and Option Committee and each member of the Deferred Compensation Committee shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan or any appropriate person or persons other than such person. In no event shall any person who is or shall have been a member of the Compensation and Option Committee or a member of the Deferred Compensation Committee be held liable for any determination made or other action taken or any omission to act in reliance upon any such information, or for any action (including the furnishing of information) taken or any failure to act, if in good faith. 20. Finality of Determinations. Each determination, interpretation or other action made or taken pursuant to the provisions of the Plan by the Compensation and Option Committee or the Deferred Compensation Committee shall be final and shall be binding and conclusive for all purposes and upon all persons, including, but without limitation thereto, the Company, its stockholders, the Compensation and Option Committee and each of the members thereof, the Deferred Compensation Committee and each of the members thereof, and the directors, officers, and employees of the Company, the Plan participants, and their respective successors in interest. 21. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Michigan. -28- EX-11 4
Exhibit 11 Page 1 of 2 Ford Motor Company and Subsidiaries COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE ------------------------------------------------------------ IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD ---------------------------------------------------------------- Second Quarter 1995 Second Quarter 1994 -------------------------------- ----------------------------------- Income Income Attributable Attributable Avg. Shares to Common Avg. Shares to Common of Common and Class B Stock of Common and Class B Stock and Class B ----------------- and Class B ------------------- Stock Per Stock Per Outstanding Total Share Outstanding Total Share ------------ --------- ----- ------------- ------ ----- (Mils.) (Mils.) (Mils.) (Mils.) Preliminary Earnings Per Share Calculation 1,040 $1,503 $1.45 1,005 $1,639 $1.63 I. Primary Earnings Per Share -------------------------- . Assuming exercise of options 34 45 . Assuming purchase of shares with proceeds of options (18) (26) . Assuming issuance of shares contingently issuable 2 2 . Uncommitted ESOP shares (3) (6) ----- ------ Net Common Stock Equivalents 15 15 ----- ------ Primary Earnings Per Share Calculation 1,055 $1,503 $1.42a/ 1,020 $1,639 $1.61a/ ===== ====== ===== ====== ====== ===== II. Fully Diluted Earnings Per Share -------------------------------- Primary Earnings Per Share Calculation 1,055 $1,503 $1.42 1,020 $1,639 $1.61 . Assuming conversion of convertible preferred stock 139 45b/ 150 48b/ . Reduction in shares assumed to be purchased with option proceeds c/ 1 0 ----- ------ ----- ----- Fully Diluted Earnings Per Share Calculation 1,195 $1,548 $1.30 1,170 $1,687 $1.44 ===== ====== ===== ===== ====== =====
- - - - - - a/ The effect of common stock equivalents and/or other dilutive securities was not material in this period; therefore, the amount presented on the income statement is the Preliminary Earnings Per Share Calculation. b/ Reflects the elimination of preferred dividends upon conversion. c/ Incremental effect of dividing assumed option proceeds by the ending price, rather than the average price, of Common Stock for each period when the ending price exceeds the average price. -29-
Exhibit 11 Page 2 of 2 Ford Motor Company and Subsidiaries COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE ----------------------------------------------------------- IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD ---------------------------------------------------------------- First Half 1995 First Half 1994 -------------------------------- ------------------------------------- Income Income Avg. Shares Attributable Avg. Shares Attributable of Common to Common of Common to Common and Class B and Class B Stock and Class B and Class B Stock Stock Per Stock Per Outstanding Total Share Outstanding Total Share ----------- --------- ------- ------------ ------- -------- (Mils.) (Mils.) (Mils.) (Mils.) Preliminary Earnings Per Share Calculation 1,033 $2,981 $2.89 1,002 $2,471 $2.47 I. Primary Earnings Per Share -------------------------- . Assuming exercise of options 34 45 . Assuming purchase of shares with proceeds of options (19) (25) . Assuming issuance of shares contingently issuable 2 2 . Uncommitted ESOP shares (3) (6) ----- ----- Net Common Stock Equivalents 14 16 ----- ----- Primary Earnings Per Share Calculation 1,047 $2,981 $2.85a/ 1,018 $2,471 $2.43a/ ===== ====== ===== ====== ====== ===== II. Fully Diluted Earnings Per Share -------------------------------- Primary Earnings Per Share Calculation 1,047 $2,981 $2.85 1,018 $2,471 $2.43 . Assuming conversion of convertible preferred stock 144 93b/ 150 97b/ . Reduction in shares assumed to be purchased with option proceeds c/ 2 0 ----- ------ ------ ------ Fully Diluted Earnings Per Share Calculation 1,193 $3,074 $2.59 1,168 $2,568 $2.20 ===== ====== ===== ====== ====== =====
- - - - - - a/ The effect of common stock equivalents and/or other dilutive securities was not material in this period; therefore, the amount presented on the income statement is the Preliminary Earnings Per Share Calculation. b/ Reflects the elimination of preferred dividends upon conversion. c/ Incremental effect of dividing assumed option proceeds by the ending price, rather than the average price, of Common Stock for each period when the ending price exceeds the average price. -30- EX-12 5
Exhibit 12 Ford Motor Company and Subsidiaries CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS ---------------------------------------------------------------------------------------- (in millions) First For the Years Ended December 31 Half ------------------------------------------------------------------- 1995 1994 1993 1992 1991 1990 ------- -------- -------- -------- ------- ------- Earnings - -------- Income/(loss) before income taxes and cumulative effects of changes in accounting principles $ 5,263 $ 8,789 $ 4,003 $ (127) $(2,587) $ 1,495 Equity in net (income)/loss of affiliates plus dividends from affiliates (13) (182) (98) 26 69 171 Adjusted fixed charges a/ 5,047 8,122 7,648 8,113 9,360 9,690 ------- ------- ------- ------- ------- ------- Earnings $10,297 $16,729 $11,553 $ 8,012 $ 6,842 $11,356 ======= ======= ======= ======= ======= ======= Combined Fixed Charges and Preferred Stock Dividends - -------------------------- Interest expense b/ $ 4,890 $ 7,787 $ 7,351 $ 7,987 $ 9,326 $ 9,647 Interest portion of rental expense c/ 133 265 266 185 124 105 Preferred stock dividend requirements of majority-owned subsidiaries d/ 103 160 115 77 56 83 ------- ------- ------- ------- ------- ------- Fixed charges 5,126 8,212 7,732 8,249 9,506 9,835 Ford preferred stock dividend requirements e/ 231 472 442 317 26 0 ------- ------- ------- ------- ------- ------- Total combined fixed charges and preferred stock dividends $ 5,357 $ 8,684 $ 8,174 $ 8,566 $ 9,532 $ 9,835 ======= ======= ======= ======= ======= ======= Ratios - ------ Ratio of earnings to fixed charges 2.0 2.0 1.5 f/ g/ 1.2 Ratio of earnings to combined fixed charges and preferred stock dividends 1.9 1.9 1.4 h/ i/ 1.2 - - - - - - a/ Fixed charges, as shown below, adjusted to exclude the amount of interest capitalized during the period and preferred stock dividend requirements of majority-owned subsidiaries. b/ Includes interest, whether expensed or capitalized, and amortization of debt expense and discount or premium relating to any indebtedness. c/ One-third of all rental expense is deemed to be interest. d/ Preferred stock dividend requirements of Ford Holdings, Inc., increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements based on Ford's effective income tax rates for all periods except 1992. The U.S. statutory rate of 34% was used for 1992. e/ Preferred stock dividend requirements of Ford Motor Company, increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements based on Ford's effective income tax rates for all periods except 1992. The U.S. statutory rate of 34% was used for 1992. f/ Earnings inadequate to cover fixed charges by $237 million. g/ Earnings inadequate to cover fixed charges by $2,664 million. h/ Earnings inadequate to cover combined fixed charges and preferred stock dividends by $554 million. i/ Earnings inadequate to cover combined fixed charges and preferred stock dividends by $2,690 million. -31-
EX-15 6 Exhibit 15 Coopers & Lybrand L.L.P. Ford Motor Company The American Road Dearborn, Michigan Re: Ford Motor Company Registration Statement Nos. 2-95018, 2-95020, 33-9722, 33-14951, 33-19036, 33-36043, 33-36061, 33-39402, 33-50087, 33-50194, 33-50238, 33-54304, 33-54344, 33-54348, 33-54275, 33-54283, 33-54735, 33-54737, 33-55847, 33-56785, 33-58255, 33-58785, 33-58861, and 33-61107 on Form S-8, and 2-42133, 33-32641, 33-40638, 33-43085, 33-45887, 33-55474, and 33-55171 on Form S-3 We are aware that our report dated July 19, 1995 accompanying the unaudited interim financial information of Ford Motor Company for the periods ended June 30, 1995 and 1994 and included in the Ford Motor Company Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 will be incorporated by reference in the Registration Statements. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Detroit, Michigan July 27, 1995 -32- -----END PRIVACY-ENHANCED MESSAGE-----