Current Report Filing (8-k)
January 28 2016 - 8:00AM
Edgar (US Regulatory)
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 28, 2016
(Date of earliest event reported)
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-3950 | 38-0549190 |
(Commission File Number) | (IRS Employer Identification No.) |
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One American Road, Dearborn, Michigan | 48126 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 313-322-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
Ford Motor Company (“Ford”) hereby incorporates by reference its news release dated January 28, 2016, which is filed as Exhibit 99 hereto.
Ford will conduct two conference calls on January 28, 2016 to review preliminary fourth quarter and full year 2015 financial results. Beginning at 9:00 a.m., Ford President and Chief Executive Officer Mark Fields and Executive Vice President and Chief Financial Officer Bob Shanks will host a conference call to discuss Ford’s 2015 fourth quarter and full year results. Investors may access this presentation by dialing 1-877-299-4454 (or 1-617-597-5447 from outside the United States). The passcode for either telephone number is a verbal response of “Ford Earnings.”
At 11:00 a.m., Ford Vice President and Treasurer Neil Schloss, Ford Vice President and Controller Stuart Rowley, and Ford Motor Credit Company Chief Financial Officer Marion Harris will host a conference call focusing on Ford Motor Credit Company’s 2015 fourth quarter results. Investors may access this presentation by dialing 1-888-339-2688
(or 1-617-847-3007 from outside the United States). The passcode for either telephone number is a verbal response “Ford Fixed Income.”
Representatives of the investment community will have the opportunity to ask questions on both conference calls, as will representatives of the news media on the first call.
The presentations (listen-only) and supporting materials will be available at www.shareholder.ford.com.
Investors also may access replays of the presentations beginning after 12:00 p.m. the day of the event through Friday, February 5, 2016 by dialing 1-888-286-8010 (or 1-617-801-6888 from outside the United States). The passcode for replays of the earnings call is 55983017; the passcode for replays of the fixed income call is 67020334. All times referenced above are in Eastern Time.
Please note that Exhibit 99 to this Form 8-K discusses various financial measures “excluding special items” and/or with other adjustments. The most directly comparable financial measures calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) are these same measures including special items and/or without adjustments. Ford believes that showing these measures on a basis that excludes special items and/or includes other adjustments is useful to investors, because it allows investors to evaluate Ford’s results excluding pension and OPEB remeasurement gains and losses that are not reflective of Ford’s underlying Automotive business results, and excluding or adjusting for items related to Ford’s efforts to match production capacity and cost structure to market demand and changing model mix, as well as items that Ford does not necessarily consider to be indicative of earnings from ongoing operating activities.
In addition, Exhibit 99 discusses Ford’s key cash metrics, Automotive operating-related cash flow (which Ford believes best represents the ability of its Automotive operations to generate cash) and net interest. Ford believes that Automotive operating-related cash flow is useful to investors because it includes elements that Ford considers to be related to its operating activities (e.g., capital spending), and excludes cash flow elements that Ford does not consider to be related to the ability of its operations to generate cash. The most comparable GAAP measure is Net cash provided by / (used in) operating activities on Ford’s statement of cash flows. Net interest primarily measures profit variances driven by changes in Ford’s Automotive sector’s centrally-managed net interest, which consists of interest expense, interest income, fair market value adjustments on our cash equivalents and marketable securities portfolio (excluding strategic equity investments held in marketable securities), and other adjustments. The most comparable GAAP measure for net interest is the sum of interest expense, interest income, and gains/losses on the majority of Ford’s investments which are reported in Automotive interest income and other income/(loss), net on Ford’s income statement.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
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Designation | Description | Method of Filing |
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Exhibit 99 | News release dated January 28, 2016 | Filed with this Report |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | FORD MOTOR COMPANY |
| | (Registrant) |
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Date: January 28, 2016 | By: | /s/ Corey M. MacGillivray |
| | Corey M. MacGillivray |
| | Assistant Secretary |
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* | | Any reference in the attached exhibit(s) to Ford's corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
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EXHIBIT INDEX
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Designation | Description |
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Exhibit 99 | News release dated January 28, 2016 |
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Ford Motor Company 4Q January 28, 2016 1 Ford Delivers Breakthrough in 2015 with Record Full Year Pre-Tax Profit of $10.8B; Net Income of $7.4B; Fourth Quarter Pre-Tax Profit up 96 Percent Pre-Tax Results Net Income Revenue Wholesales Automotive Operating Margin Automotive Operating- Related Cash Flow Full Year 2015 $10.8B $7.4B $149.6B 6,635K 6.8% $7.3B B/(W) Full Yr 2014 $3.5B $6.1B $5.5B 312K 2.2 ppts $3.7B 4Q 2015 $2.6B $1.9B $40.3B 1,775K 6.1% $2.1B B/(W) 4Q 2014 $1.3B $4.4B $4.4B 195K 2.7 ppts $1.6B HIGHLIGHTS PRODUCT NEWS “ We promised a breakthrough year in 2015, and we delivered. In 2016, we will continue to build on our strengths and accelerate our pace of progress even further, while transforming Ford into both an auto and a mobility company and creating value for all of our stakeholders.” Mark Fields, Ford President and CEO • Record full year 2015 pre-tax profit, excluding special items, of $10.8B, up $3.5B; after-tax earnings per share of $1.93, excluding special items, up $0.59 cents from a year ago • Full year net income of $7.4B, up $6.1B; after-tax earnings per share of $1.84, up $1.53 from a year ago; $2.5B distributed to shareholders in 2015 • Full year Automotive pre-tax profit of $8.8B, up $3.3B; all business units, with the exception of South America, profitable • Europe returned to profitability; Asia Pacific best-ever annual profit; North America and Ford Credit delivered benchmark results • Global market share up two-tenths of a percentage point from a year ago at 7.3 percent with improvement in South America and Europe; best-selling commercial vehicle brand in Europe • Ford number one brand in vehicle sales in the U.S. for 2015; Ford F-Series 34th straight year as the best-selling vehicle in the U.S.; successfully completed 16 global launches • Announced plans to invest $4.5B by 2020 in electrified solutions; Ford number two in the U.S. in electrified vehicle sales for 2015 • Lincoln best U. S. sales since 2008; Lincoln SUV sales up 21 percent in 2015 • Fourth quarter pre-tax profit, excluding special items, of $2.6B, up $1.3B; net income of $1.9B, up $4.4B; after-tax earnings per share of $0.58, excluding special items, up $0.28 from a year ago • Record full year Automotive operating-related cash flow of $7.3B, including $2.1B in fourth quarter • Company 2016 pre-tax profit, excluding special items, revenue, Automotive operating margin and earnings per share equal to or higher than 2015; Automotive operating-related cash flow expected to be strong but lower than 2015 record 2015 FULL YEAR AND FOURTH QUARTER FINANCIAL RESULTS* *See endnote on page 4. For news releases, related materials and high-resolution photos and video, visit www.media.ford.com. Follow at www.facebook.com/ford, www.twitter.com/ford or www.youtube.com/fordvideo1 Launched one of the most iconic performance Mustang nameplates of all time, the all-new Shelby® GT350 Mustang. The Mustang is powered by a unique, high-revving flat- plane crankshaft 5.2-liter V8 engine producing more than 500 horse power – the most powerful naturally aspirated Ford production engine ever. The new 2017 Lincoln MKZ combines intuitive technology, effortless performance and distinctive design to deliver an enhanced driving experience Lincoln calls quiet luxury. The luxury midsize sedan is beautifully designed and impressively powerful making it a pleasure to drive. Launched the all-new Ford Taurus in China, combining Ford’s large-car expertise with a clear understanding of what Chinese customers want. Materials used throughout the cabin reinforce a feeling of comfort and exceptional, uncompromised quality. Unveiled the new Ford Escape for North America. Newly engineered with even more driver-assist technologies to help enable safer and easier driving and new mobile connectivity that allows owners to interact with their vehicle from anywhere through a smartphone app. The new Escape is the first Ford vehicle in the world available with SYNC® Connect. Lincoln MKZ All-new Shelby GT350 Mustang All-new Taurus in China New Escape
Ford Motor Company 4Q January 28, 2016 2 Wholesales Revenue Operating Margin Pre-Tax Results 4Q 2015 1,775K $37.9 B 6.1% $ 2.1B B/(W) 4Q 2014 195K $4.1B 2.7 ppts $1.1B Wholesales Revenue Operating Margin Pre-Tax Results Full Year 2015 6,635K $140.6B 6.8% $ 8.8B B/(W) Full Yr 2014 312K $4.8B 2.2 ppts $3.3B AUTOMOTIVE RESULTS “ We delivered improvements in 2015 on every single driver of value in our business – growth, returns, risk, and rewards. We look forward to 2016 and strengthening the value proposition at Ford even further.” Bob Shanks, Executive Vice President and CFO Wholesales Revenue Operating Margin Pre-Tax Results FY 2015 3,073K $91.9B 10.2% $9.3B B/(W) FY 2014 231K $9.5B 1.2 ppts $1.9B • North America had outstanding full year results, with strong growth in the top line, an operating margin of 10.2 percent, up 1.2 percent, and higher pre-tax profit • Record 4Q15 with each of the key metrics improving compared with a year ago • North America full year pre-tax profit of $9.3B, up $1.9B, generating profit sharing payments of approximately $9,300 per eligible UAW-represented employee on a full year basis • Achieved highest annual sales in the U.S. since 2005; remained the best-selling vehicle brand in the U.S. and Ford F-Series was the best-selling vehicle in the U.S. for the 34th straight year • For 2016, expect pre-tax results to be about equal to 2015 North America Ford Credit South America Wholesales Revenue Operating Margin Pre-Tax Results FY 2015 381K $5.8B (14.4)% $(832)M B/(W) FY 2014 (82)K $(3.0)B (1.2) ppts $332M • Wholesale volume, revenue and operating margin were each lower than a year ago, as a result of the continued deterioration of the business environment • Full year loss better than a year ago reflecting higher net pricing and market share, primarily offset by lower industry • 4Q15 pre-tax loss deteriorated from a year ago due to lower volume, mainly industry, and adverse exchange • For 2016, expect pre-tax loss to be greater than 2015 Europe Wholesales Revenue Operating Margin Pre-Tax Results FY 2015 1,530K $28.2B 0.9% $259M B/(W) FY 2014 143K $(1.3)B 2.9 ppts $857M • Returned to profitability • In 2015, volume was up 10 percent, revenue was down slightly, but up eight percent at constant exchange • 4Q15 profit improved by $428M to $131M driven by market factors and lower costs as a result of the company’s transformation plan • For the full year, Ford was Europe’s best-selling commercial vehicle brand, reflecting the strength of the renewed Transit line-up and Ranger • For 2016, expect pre-tax results to be higher than 2015 Middle East & Africa Wholesales Revenue Operating Margin Pre-Tax Results FY 2015 187K $4.0B 0.8% $31M B/(W) FY 2014 (5)K $(0.4)B 1.3 ppts $51M • Achieved first pre-tax profit in the two years since the region became a business unit • 2015 pre-tax result and operating margin improved from a year ago mainly driven by favorable exchange • For 2016, expect pre-tax results to be equal to or higher than 2015 Asia Pacific Wholesales Revenue Operating Margin Pre-Tax Results FY 2015 1,464K $10.7B 7.1% $765M B/(W) FY 2014 25K — 1.6 ppts $172M • Delivered an outstanding year with a record pre-tax profit up 29 percent from a year ago; full year result was driven by record profit in 4Q15; record volume, revenue and operating margin in 2015 • For the full year, wholesales, operating margin and pre-tax results were higher than a year ago reflecting the strength of new products including the all-new three-row Edge, Figo, Everest, Taurus, the new Ranger and Lincoln MKX • 4Q15 pre-tax profit increased due to significant improvements across all key metrics • For 2016, expect pre-tax results to be higher than 2015 • Ford Credit continued to deliver strong profitability, with growth in all products • World-class operations and consistent underwriting continue to deliver robust portfolio performance with outstanding results • Managed receivables in 2015 grew again – to $127B, $14B higher than 2014 • For 2016, Ford Credit expects full year pre-tax profit to be equal to or higher than 2015, and managed receivables of $134B to $139B FORD CREDIT RESULTS Ford Credit Pre-Tax Results FY 2015 $2.1B B/(W) FY 2014 $232M
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* Excludes income / (loss) attributable to non-controlling interests
* Includes related tax effect on special items and tax special items * Excludes mark-to-market adjustments of strategic equity investments held in marketable securities
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