8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: January 22, 2020

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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

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

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

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	F	New York Stock Exchange
6.200% Notes due June 1, 2059	FPRB	New York Stock Exchange
6.000% Notes due December 1, 2059	FPRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Ford Motor Company uses the mark-to-market method of accounting for pension and other postretirement employee benefits (OPEB).  Under this method, we recognize pension and OPEB remeasurement gains and losses in income when incurred rather than amortizing them over time as a component of net periodic benefit cost.  The remeasurement gains and losses are reported as special items since we believe they are not reflective of our ongoing operating results.

For the quarter ended December 31, 2019, we expect to record a pre-tax remeasurement loss of approximately $2.2 billion related to our pension and OPEB plans.  This includes a $2.0 billion loss associated with pension plans outside the United States and a $600 million loss associated with OPEB plans globally, offset by a $400 million gain associated with pension plans in the United States.  Overall, the remeasurement loss is driven by lower discount rates compared with year-end 2018, offset partially by asset returns in excess of our assumptions.  On an after-tax basis, the remeasurement loss is expected to reduce our net income by about $1.7 billion. Because the remeasurement loss is a special item, it will not impact our total Company adjusted EBIT or adjusted earnings per share. The remeasurement loss did not have an impact on our cash in 2019, and does not change our expectations for pension contributions in 2020.

Including the impact of remeasurement gains and losses during 2019, we expect the underfunded status for our pension and OPEB plans to be about $6.8 billion and $6.1 billion, respectively, at year-end 2019, compared with $6.3 billion and $5.6 billion, respectively, at year-end 2018.  The change to the underfunded status of our pension and OPEB plans primarily reflects the impact of lower discount rates on our unfunded plans.

SIGNATURE

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

		FORD MOTOR COMPANY
		(Registrant)
Date: January 22, 2020	By:	/s/ Corey M. MacGillivray
		Corey M. MacGillivray
		Assistant Secretary

XML

Document	Jan. 22, 2020
Document Information [Line Items]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jan. 22, 2020
Entity Registrant Name	FORD MOTOR CO
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3950
Entity Tax Identification Number	38-0549190
Entity Central Index Key	0000037996
Entity Address, Address Line One	One American Road
Entity Address, City or Town	Dearborn,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48126
City Area Code	313
Local Phone Number	322-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	F
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
FPRB [Member]
Document Information [Line Items]
Title of 12(b) Security	6.200% Notes due June 1, 2059
Trading Symbol	FPRB
Security Exchange Name	NYSE
FPRC [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Notes due December 1, 2059
Trading Symbol	FPRC
Security Exchange Name	NYSE