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2019-12-09
2019-12-09
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2019-12-09
2019-12-09
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: December 9, 2019
(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
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38-0549190
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(Commission File Number)
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(IRS Employer Identification No.)
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One American Road
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Dearborn,
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Michigan
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48126
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $.01 per share
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F
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New York Stock Exchange
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6.200% Notes due June 1, 2059
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FPRB
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New York Stock Exchange
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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.
During a meeting today with certain analysts and investors in the ordinary course of investor relations activities, management of Ford Motor Company (“Ford”) said that in 2019, Ford expects to approximately halve its 2018 China EBIT loss, and, in 2020, to approximately halve its 2019 China EBIT loss, and in 2021, Ford could improve further in China. Ford has not previously issued such guidance for China, and this should not be construed as guidance for China.
Ford’s guidance for 2019 was effective as of October 23, 2019, the date Ford released its results for the third quarter of 2019. Ford’s practice is to not update guidance intra-quarter. Ford’s results for the fourth quarter of 2019 and full-year 2019 will be released on February 4, 2020.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
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Designation
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Description
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Method of Filing
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Exhibit 104
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Cover Page Interactive Data File
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*
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(formatted in Inline XBRL)
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__________
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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
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(Registrant)
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Date: December 9, 2019
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By:
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/s/ Corey M. MacGillivray
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Corey M. MacGillivray
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Assistant Secretary
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Cautionary Note on Forward-Looking Statements
Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:
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Ford’s long-term competitiveness depends on the successful execution of fitness actions;
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Industry sales volume, particularly in the United States, Europe, or China, could decline if there is a financial crisis, recession, or significant geopolitical event;
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Ford’s new and existing products and mobility services are subject to market acceptance;
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Ford’s results are dependent on sales of larger, more profitable vehicles, particularly in the United States;
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Ford may face increased price competition resulting from industry excess capacity, currency fluctuations, or other factors;
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Fluctuations in commodity prices, foreign currency exchange rates, and interest rates can have a significant effect on results;
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With a global footprint, Ford’s results could be adversely affected by economic, geopolitical, protectionist trade policies, or other events, including Brexit;
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Ford’s production, as well as Ford’s suppliers’ production, could be disrupted by labor disputes, natural or man-made disasters, financial distress, production difficulties, or other factors;
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Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;
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Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition;
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Economic and demographic experience for pension and other postretirement benefit plans (e.g., discount rates or investment returns) could be worse than Ford has assumed;
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Ford’s vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or increased warranty costs;
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Ford may need to substantially modify its product plans to comply with safety, emissions, fuel economy, and other regulations that may change in the future;
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Ford could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, perceived environmental impacts, or otherwise;
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Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;
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Operational systems, security systems, and vehicles could be affected by cyber incidents;
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Ford and Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;
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Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;
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Ford Credit could face increased competition from banks, financial institutions, or other third parties seeking to increase their share of financing Ford vehicles; and
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Ford Credit could be subject to new or increased credit regulations, consumer or data protection regulations, or other regulations.
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We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise. For additional discussion, see “Item 1A. Risk Factors” in our 2018 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.