|
(Mark One)
|
|
R
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
For the quarterly period ended March 31, 2017
|
|
|
or
|
|
|
|
o
|
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
|
Delaware
|
38-0549190
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
One American Road, Dearborn, Michigan
|
48126
|
(Address of principal executive offices)
|
(Zip Code)
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|
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Table of Contents
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|
Page
|
|
Part I - Financial Information
|
|
|
Item 1
|
Financial Statements
|
|
|
|
Consolidated Income Statement
|
|
|
|
Consolidated Statement of Comprehensive Income
|
|
|
|
Consolidated Balance Sheet
|
|
|
|
Condensed Consolidated Statement of Cash Flows
|
|
|
|
Consolidated Statement of Equity
|
|
|
|
Notes to the Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Overview
|
|
|
|
Results of Operations
|
|
|
|
Automotive Segment
|
|
|
|
Financial Services Segment
|
|
|
|
All Other
|
|
|
|
Special Items
|
|
|
|
Taxes
|
|
|
|
Liquidity and Capital Resources
|
|
|
|
Credit Ratings
|
|
|
|
Production Volumes
|
|
|
|
Outlook
|
|
|
|
Non-GAAP Financial Measure Reconciliations
|
|
|
|
Supplemental Financial Information
|
|
|
|
Risk Factors
|
|
|
|
Accounting Standards Issued But Not Yet Adopted
|
|
|
|
Other Financial Information
|
|
|
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 4
|
Controls and Procedures
|
|
|
|
|
|
|
|
Part II - Other Information
|
|
|
Item 6
|
Exhibits
|
|
|
|
Signature
|
|
|
|
Exhibit Index
|
|
|
For the periods ended March 31,
|
||||||
|
2016
|
|
2017
|
||||
|
First Quarter
|
||||||
|
(unaudited)
|
||||||
Revenues
|
|
|
|
||||
Automotive
|
$
|
35,257
|
|
|
$
|
36,475
|
|
Financial Services
|
2,461
|
|
|
2,669
|
|
||
Other
|
—
|
|
|
2
|
|
||
Total revenues (Note 3)
|
37,718
|
|
|
39,146
|
|
||
|
|
|
|
||||
Costs and expenses
|
|
|
|
||||
Cost of sales
|
30,517
|
|
|
32,708
|
|
||
Selling, administrative, and other expenses
|
2,690
|
|
|
2,764
|
|
||
Financial Services interest, operating, and other expenses
|
2,060
|
|
|
2,232
|
|
||
Total costs and expenses
|
35,267
|
|
|
37,704
|
|
||
|
|
|
|
||||
Interest expense on Automotive debt
|
200
|
|
|
279
|
|
||
|
|
|
|
||||
Non-Financial Services other income/(loss), net (Note 4)
|
768
|
|
|
712
|
|
||
Financial Services other income/(loss), net (Note 4)
|
91
|
|
|
22
|
|
||
Equity in net income of affiliated companies
|
541
|
|
|
346
|
|
||
Income before income taxes
|
3,651
|
|
|
2,243
|
|
||
Provision for/(Benefit from) income taxes
|
1,196
|
|
|
649
|
|
||
Net income
|
2,455
|
|
|
1,594
|
|
||
Less: Income/(Loss) attributable to noncontrolling interests
|
3
|
|
|
7
|
|
||
Net income attributable to Ford Motor Company
|
$
|
2,452
|
|
|
$
|
1,587
|
|
|
|
|
|
||||
EARNINGS PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6)
|
|||||||
Basic income
|
$
|
0.62
|
|
|
$
|
0.40
|
|
Diluted income
|
0.61
|
|
|
0.40
|
|
||
|
|
|
|
||||
Cash dividends declared
|
0.40
|
|
|
0.20
|
|
|
For the periods ended March 31,
|
||||||
|
2016
|
|
2017
|
||||
|
First Quarter
|
||||||
|
(unaudited)
|
||||||
Net income
|
$
|
2,455
|
|
|
$
|
1,594
|
|
Other comprehensive income/(loss), net of tax (Note 15)
|
|
|
|
||||
Foreign currency translation
|
(64
|
)
|
|
242
|
|
||
Marketable securities
|
6
|
|
|
(1
|
)
|
||
Derivative instruments
|
246
|
|
|
(168
|
)
|
||
Pension and other postretirement benefits
|
22
|
|
|
9
|
|
||
Total other comprehensive income/(loss), net of tax
|
210
|
|
|
82
|
|
||
Comprehensive income
|
2,665
|
|
|
1,676
|
|
||
Less: Comprehensive income/(loss) attributable to noncontrolling interests
|
2
|
|
|
5
|
|
||
Comprehensive income attributable to Ford Motor Company
|
$
|
2,663
|
|
|
$
|
1,671
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
|
(unaudited)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents (Note 7)
|
$
|
15,905
|
|
|
$
|
17,823
|
|
Marketable securities (Note 7)
|
22,922
|
|
|
22,166
|
|
||
Financial Services finance receivables, net (Note 8)
|
46,266
|
|
|
48,605
|
|
||
Trade and other receivables, less allowances of $392 and $401
|
11,102
|
|
|
10,685
|
|
||
Inventories (Note 10)
|
8,898
|
|
|
10,535
|
|
||
Other assets
|
3,368
|
|
|
3,414
|
|
||
Total current assets
|
108,461
|
|
|
113,228
|
|
||
|
|
|
|
||||
Financial Services finance receivables, net (Note 8)
|
49,924
|
|
|
50,694
|
|
||
Net investment in operating leases
|
28,829
|
|
|
27,914
|
|
||
Net property
|
32,072
|
|
|
32,668
|
|
||
Equity in net assets of affiliated companies
|
3,304
|
|
|
3,642
|
|
||
Deferred income taxes
|
9,705
|
|
|
10,055
|
|
||
Other assets
|
5,656
|
|
|
5,893
|
|
||
Total assets
|
$
|
237,951
|
|
|
$
|
244,094
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
Payables
|
$
|
21,296
|
|
|
$
|
23,257
|
|
Other liabilities and deferred revenue (Note 11)
|
19,316
|
|
|
18,790
|
|
||
Automotive debt payable within one year (Note 13)
|
2,685
|
|
|
3,100
|
|
||
Financial Services debt payable within one year (Note 13)
|
46,984
|
|
|
46,157
|
|
||
Total current liabilities
|
90,281
|
|
|
91,304
|
|
||
|
|
|
|
||||
Other liabilities and deferred revenue (Note 11)
|
24,395
|
|
|
24,583
|
|
||
Automotive long-term debt (Note 13)
|
13,222
|
|
|
13,110
|
|
||
Financial Services long-term debt (Note 13)
|
80,079
|
|
|
83,610
|
|
||
Deferred income taxes
|
691
|
|
|
749
|
|
||
Total liabilities
|
208,668
|
|
|
213,356
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interest
|
96
|
|
|
97
|
|
||
|
|
|
|
||||
EQUITY
|
|
|
|
|
|
||
Common Stock, par value $.01 per share (3,984 million shares issued of 6 billion authorized)
|
40
|
|
|
40
|
|
||
Class B Stock, par value $.01 per share (71 million shares issued of 530 million authorized)
|
1
|
|
|
1
|
|
||
Capital in excess of par value of stock
|
21,630
|
|
|
21,637
|
|
||
Retained earnings
|
15,634
|
|
|
16,992
|
|
||
Accumulated other comprehensive income/(loss) (Note 15)
|
(7,013
|
)
|
|
(6,929
|
)
|
||
Treasury stock
|
(1,122
|
)
|
|
(1,122
|
)
|
||
Total equity attributable to Ford Motor Company
|
29,170
|
|
|
30,619
|
|
||
Equity attributable to noncontrolling interests
|
17
|
|
|
22
|
|
||
Total equity
|
29,187
|
|
|
30,641
|
|
||
Total liabilities and equity
|
$
|
237,951
|
|
|
$
|
244,094
|
|
|
For the periods ended March 31,
|
||||||
|
2016
|
|
2017
|
||||
|
First Quarter
|
||||||
|
(unaudited)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net cash provided by/(used in) operating activities
|
$
|
4,149
|
|
|
$
|
4,336
|
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Capital spending
|
(1,511
|
)
|
|
(1,706
|
)
|
||
Acquisitions of finance receivables and operating leases
|
(12,677
|
)
|
|
(13,467
|
)
|
||
Collections of finance receivables and operating leases
|
9,674
|
|
|
10,695
|
|
||
Purchases of equity and debt securities
|
(8,231
|
)
|
|
(8,878
|
)
|
||
Sales and maturities of equity and debt securities
|
5,679
|
|
|
9,551
|
|
||
Settlements of derivatives
|
104
|
|
|
156
|
|
||
Other
|
(13
|
)
|
|
10
|
|
||
Net cash provided by/(used in) investing activities
|
(6,975
|
)
|
|
(3,639
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Cash dividends
|
(1,588
|
)
|
|
(795
|
)
|
||
Purchases of Common Stock
|
(145
|
)
|
|
—
|
|
||
Net changes in short-term debt
|
(121
|
)
|
|
658
|
|
||
Proceeds from issuance of other debt
|
15,623
|
|
|
13,253
|
|
||
Principal payments on other debt
|
(9,431
|
)
|
|
(11,911
|
)
|
||
Other
|
(59
|
)
|
|
(85
|
)
|
||
Net cash provided by/(used in) financing activities
|
4,279
|
|
|
1,120
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
192
|
|
|
101
|
|
||
|
|
|
|
||||
Net increase/(decrease) in cash and cash equivalents
|
$
|
1,645
|
|
|
$
|
1,918
|
|
|
|
|
|
||||
Cash and cash equivalents at January 1
|
$
|
14,272
|
|
|
$
|
15,905
|
|
Net increase/(decrease) in cash and cash equivalents
|
1,645
|
|
|
1,918
|
|
||
Cash and cash equivalents at March 31
|
$
|
15,917
|
|
|
$
|
17,823
|
|
|
Equity Attributable to Ford Motor Company
|
|
|
|
|
||||||||||||||||||||||||||
|
Capital Stock
|
|
Cap. in
Excess of
Par Value
of Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income/(Loss) (Note 15)
|
|
Treasury Stock
|
|
Total
|
|
Equity
Attributable
to Non-controlling Interests
|
|
Total
Equity
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
41
|
|
|
$
|
21,421
|
|
|
$
|
14,414
|
|
|
$
|
(6,257
|
)
|
|
$
|
(977
|
)
|
|
$
|
28,642
|
|
|
$
|
15
|
|
|
$
|
28,657
|
|
Net income
|
—
|
|
|
—
|
|
|
2,452
|
|
|
—
|
|
|
—
|
|
|
2,452
|
|
|
3
|
|
|
2,455
|
|
||||||||
Other comprehensive income/(loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|
(1
|
)
|
|
210
|
|
||||||||
Common stock issued (including share-based compensation impacts)
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||||||
Treasury stock/other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
(145
|
)
|
|
(1
|
)
|
|
(146
|
)
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|
—
|
|
|
(1,588
|
)
|
||||||||
Balance at March 31, 2016
|
$
|
41
|
|
|
$
|
21,454
|
|
|
$
|
15,278
|
|
|
$
|
(6,046
|
)
|
|
$
|
(1,122
|
)
|
|
$
|
29,605
|
|
|
$
|
16
|
|
|
$
|
29,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
41
|
|
|
$
|
21,630
|
|
|
$
|
15,634
|
|
|
$
|
(7,013
|
)
|
|
$
|
(1,122
|
)
|
|
$
|
29,170
|
|
|
$
|
17
|
|
|
$
|
29,187
|
|
Adoption of accounting standards
(Note 2) |
—
|
|
|
6
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
572
|
|
|
—
|
|
|
572
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
1,587
|
|
|
—
|
|
|
—
|
|
|
1,587
|
|
|
7
|
|
|
1,594
|
|
||||||||
Other comprehensive income/(loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
(2
|
)
|
|
82
|
|
||||||||
Common stock issued (including share-based compensation impacts)
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Treasury stock/other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
—
|
|
|
(795
|
)
|
||||||||
Balance at March 31, 2017
|
$
|
41
|
|
|
$
|
21,637
|
|
|
$
|
16,992
|
|
|
$
|
(6,929
|
)
|
|
$
|
(1,122
|
)
|
|
$
|
30,619
|
|
|
$
|
22
|
|
|
$
|
30,641
|
|
Footnote
|
|
Page
|
Note 1
|
Presentation
|
|
Note 2
|
New Accounting Standards
|
|
Note 3
|
Revenue
|
|
Note 4
|
Other Income/(Loss)
|
|
Note 5
|
Income Taxes
|
|
Note 6
|
Capital Stock and Earnings Per Share
|
|
Note 7
|
Cash, Cash Equivalents, and Marketable Securities
|
|
Note 8
|
Financial Services Finance Receivables
|
|
Note 9
|
Financial Services Allowance for Credit Losses
|
|
Note 10
|
Inventories
|
|
Note 11
|
Other Liabilities and Deferred Revenue
|
|
Note 12
|
Retirement Benefits
|
|
Note 13
|
Debt
|
|
Note 14
|
Derivative Financial Instruments and Hedging Activities
|
|
Note 15
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Note 16
|
Commitments and Contingencies
|
|
Note 17
|
Segment Information
|
|
Balance at
December 31, 2016
|
|
Adjustments Due to
ASU 2016-09 |
|
Adjustments Due to
ASU 2014-09
|
|
Balance at
January 1, 2017
|
||||||||
Balance Sheet
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trade and other receivables
|
$
|
11,102
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
11,085
|
|
Inventories
|
8,898
|
|
|
—
|
|
|
(9
|
)
|
|
8,889
|
|
||||
Other assets, current
|
3,368
|
|
|
—
|
|
|
307
|
|
|
3,675
|
|
||||
Net investment in operating leases
|
28,829
|
|
|
—
|
|
|
(1,078
|
)
|
|
27,751
|
|
||||
Deferred income taxes
|
9,705
|
|
|
536
|
|
|
(13
|
)
|
|
10,228
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
|
|||||||
Payables
|
21,296
|
|
|
—
|
|
|
262
|
|
|
21,558
|
|
||||
Other liabilities and deferred revenue, current
|
19,316
|
|
|
—
|
|
|
(1,429
|
)
|
|
17,887
|
|
||||
Automotive debt payable within one year
|
2,685
|
|
|
—
|
|
|
326
|
|
|
3,011
|
|
||||
Other liabilities and deferred revenue, non-current
|
24,395
|
|
|
—
|
|
|
(5
|
)
|
|
24,390
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Equity
|
|
|
|
|
|
|
|
|
|||||||
Capital in excess of par value of stock
|
21,630
|
|
|
6
|
|
|
—
|
|
|
21,636
|
|
||||
Retained earnings
|
15,634
|
|
|
530
|
|
|
36
|
|
|
16,200
|
|
|
For the period ended March 31, 2017
|
||||||||||
|
As
Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher/(Lower) |
||||||
Income statement
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Automotive
|
$
|
36,475
|
|
|
$
|
36,142
|
|
|
$
|
333
|
|
Financial Services
|
2,669
|
|
|
2,580
|
|
|
89
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
32,708
|
|
|
32,446
|
|
|
262
|
|
|||
Interest expense on Automotive debt
|
279
|
|
|
262
|
|
|
17
|
|
|||
Non-Financial Services other income/(loss), net
|
712
|
|
|
732
|
|
|
(20
|
)
|
|||
Financial Services other income/(loss), net
|
22
|
|
|
111
|
|
|
(89
|
)
|
|||
Provision for/(Benefit from) income taxes
|
649
|
|
|
642
|
|
|
7
|
|
|||
Net income
|
1,594
|
|
|
1,567
|
|
|
27
|
|
|
March 31, 2017
|
||||||||||
|
As
Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher/(Lower) |
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Trade and other receivables
|
$
|
10,685
|
|
|
$
|
10,691
|
|
|
$
|
(6
|
)
|
Other assets, current
|
3,414
|
|
|
3,082
|
|
|
332
|
|
|||
Net investment in operating leases
|
27,914
|
|
|
28,680
|
|
|
(766
|
)
|
|||
Deferred income taxes
|
10,055
|
|
|
10,075
|
|
|
(20
|
)
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Payables
|
23,257
|
|
|
22,973
|
|
|
284
|
|
|||
Other liabilities and deferred revenue, current
|
18,790
|
|
|
20,003
|
|
|
(1,213
|
)
|
|||
Automotive debt payable within one year
|
3,100
|
|
|
2,689
|
|
|
411
|
|
|||
Other liabilities and deferred revenue, non-current
|
24,583
|
|
|
24,588
|
|
|
(5
|
)
|
|||
Deferred income taxes
|
749
|
|
|
749
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
16,992
|
|
|
16,929
|
|
|
63
|
|
|
For the period ended March 31, 2016
|
||||||||||
|
As
Revised
|
|
Previously Reported
|
|
Effect of Change
Higher/(Lower) |
||||||
Income statement
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
30,517
|
|
|
$
|
30,281
|
|
|
$
|
236
|
|
Selling, administrative, and other expenses
|
2,690
|
|
|
2,562
|
|
|
128
|
|
|||
Non-Financial Services other income/(loss), net
|
768
|
|
|
404
|
|
|
364
|
|
Standard
|
|
Effective Date
|
|
2017-05
|
Gains and Losses from the Derecognition of Nonfinancial Assets - Clarifying the Scope of Asset Derecognition Guidance
|
|
January 1, 2017
|
2017-04
|
Goodwill and Other - Simplifying the Test for Goodwill Impairment
|
|
January 1, 2017
|
2017-03
|
Accounting Changes and Error Corrections and Investments - Equity Method and Joint Ventures
|
|
January 1, 2017
|
2017-01
|
Business Combinations - Clarifying the Definition of a Business
|
|
January 1, 2017
|
2016-17
|
Consolidation - Interests Held through Related Parties That Are under Common Control
|
|
January 1, 2017
|
2016-07
|
Equity Method and Joint Ventures - Simplifying the Transition to the Equity Method of Accounting
|
|
January 1, 2017
|
2016-06
|
Derivatives and Hedging - Contingent Put and Call Options in Debt Instruments
|
|
January 1, 2017
|
2016-05
|
Derivatives and Hedging - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
|
|
January 1, 2017
|
2016-04
|
Extinguishments of Liabilities - Recognition of Breakage for Certain Prepaid Stored-Value Products
|
|
January 1, 2017
|
|
For the period ended March 31, 2017
|
||||||||||||||
|
Automotive
|
|
Financial Services
|
|
All
Other
|
|
Consolidated
|
||||||||
Vehicles, parts, and accessories
|
$
|
34,996
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,996
|
|
Sale of used vehicles
|
873
|
|
|
—
|
|
|
—
|
|
|
873
|
|
||||
Extended service contracts
|
275
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||
Other (a)
|
224
|
|
|
49
|
|
|
2
|
|
|
275
|
|
||||
Revenues from sales and services
|
36,368
|
|
|
49
|
|
|
2
|
|
|
36,419
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Leasing income
|
107
|
|
|
1,366
|
|
|
—
|
|
|
1,473
|
|
||||
Financing income
|
—
|
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
||||
Insurance income
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||
Total revenues
|
$
|
36,475
|
|
|
$
|
2,669
|
|
|
$
|
2
|
|
|
$
|
39,146
|
|
(a)
|
Primarily includes commissions and vehicle-related design and testing services.
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Net periodic pension and OPEB income/(cost), excluding service cost
|
$
|
364
|
|
|
$
|
390
|
|
Investment-related interest income
|
61
|
|
|
71
|
|
||
Interest income/(expense) on income taxes
|
(2
|
)
|
|
3
|
|
||
Realized and unrealized gains/(losses) on cash equivalents and marketable securities
|
72
|
|
|
49
|
|
||
Royalty income
|
183
|
|
|
154
|
|
||
Other
|
90
|
|
|
45
|
|
||
Total
|
$
|
768
|
|
|
$
|
712
|
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Investment-related interest income
|
$
|
19
|
|
|
$
|
21
|
|
Interest income/(expense) on income taxes
|
(2
|
)
|
|
(2
|
)
|
||
Insurance premiums earned
|
39
|
|
|
—
|
|
||
Other
|
35
|
|
|
3
|
|
||
Total
|
$
|
91
|
|
|
$
|
22
|
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Basic and Diluted Income Attributable to Ford Motor Company
|
|
|
|
||||
Basic income
|
$
|
2,452
|
|
|
$
|
1,587
|
|
Diluted income
|
2,452
|
|
|
1,587
|
|
||
|
|
|
|
||||
Basic and Diluted Shares
|
|
|
|
|
|
||
Basic shares (average shares outstanding)
|
3,970
|
|
|
3,976
|
|
||
Net dilutive options and unvested restricted stock units
|
26
|
|
|
23
|
|
||
Diluted shares
|
3,996
|
|
|
3,999
|
|
|
|
|
December 31, 2016
|
||||||||||||||
|
Fair Value
Level
|
|
Automotive
|
|
Financial Services
|
|
All
Other
|
|
Consolidated
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
1
|
|
$
|
888
|
|
|
$
|
924
|
|
|
$
|
—
|
|
|
$
|
1,812
|
|
U.S. government agencies
|
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. government and agencies
|
2
|
|
200
|
|
|
142
|
|
|
—
|
|
|
342
|
|
||||
Corporate debt
|
2
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||
Total marketable securities classified as cash equivalents
|
|
|
1,188
|
|
|
1,066
|
|
|
—
|
|
|
2,254
|
|
||||
Cash, time deposits, and money market funds
|
|
|
6,632
|
|
|
7,011
|
|
|
8
|
|
|
13,651
|
|
||||
Total cash and cash equivalents
|
|
|
$
|
7,820
|
|
|
$
|
8,077
|
|
|
$
|
8
|
|
|
$
|
15,905
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
1
|
|
$
|
8,099
|
|
|
$
|
1,634
|
|
|
$
|
—
|
|
|
$
|
9,733
|
|
U.S. government agencies
|
2
|
|
2,244
|
|
|
505
|
|
|
—
|
|
|
2,749
|
|
||||
Non-U.S. government and agencies
|
2
|
|
4,751
|
|
|
632
|
|
|
—
|
|
|
5,383
|
|
||||
Corporate debt
|
2
|
|
4,329
|
|
|
475
|
|
|
—
|
|
|
4,804
|
|
||||
Equities
|
1
|
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Other marketable securities
|
2
|
|
54
|
|
|
34
|
|
|
—
|
|
|
88
|
|
||||
Total marketable securities
|
|
|
$
|
19,642
|
|
|
$
|
3,280
|
|
|
$
|
—
|
|
|
$
|
22,922
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
March 31, 2017
|
||||||||||||||
|
Fair Value
Level
|
|
Automotive
|
|
Financial Services
|
|
All
Other
|
|
Consolidated
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
1
|
|
$
|
75
|
|
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
824
|
|
U.S. government agencies
|
2
|
|
798
|
|
|
400
|
|
|
—
|
|
|
1,198
|
|
||||
Non-U.S. government and agencies
|
2
|
|
268
|
|
|
283
|
|
|
—
|
|
|
551
|
|
||||
Corporate debt
|
2
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||
Total marketable securities classified as cash equivalents
|
|
|
1,256
|
|
|
1,432
|
|
|
—
|
|
|
2,688
|
|
||||
Cash, time deposits, and money market funds
|
|
|
8,293
|
|
|
6,836
|
|
|
6
|
|
|
15,135
|
|
||||
Total cash and cash equivalents
|
|
|
$
|
9,549
|
|
|
$
|
8,268
|
|
|
$
|
6
|
|
|
$
|
17,823
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
1
|
|
$
|
5,194
|
|
|
$
|
1,894
|
|
|
$
|
—
|
|
|
$
|
7,088
|
|
U.S. government agencies
|
2
|
|
3,489
|
|
|
459
|
|
|
—
|
|
|
3,948
|
|
||||
Non-U.S. government and agencies
|
2
|
|
5,195
|
|
|
649
|
|
|
—
|
|
|
5,844
|
|
||||
Corporate debt
|
2
|
|
4,360
|
|
|
657
|
|
|
—
|
|
|
5,017
|
|
||||
Equities
|
1
|
|
202
|
|
|
—
|
|
|
—
|
|
|
202
|
|
||||
Other marketable securities
|
2
|
|
39
|
|
|
28
|
|
|
—
|
|
|
67
|
|
||||
Total marketable securities
|
|
|
$
|
18,479
|
|
|
$
|
3,687
|
|
|
$
|
—
|
|
|
$
|
22,166
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Fair Value of Securities with
Contractual Maturities
|
||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Within 1 Year
|
|
After 1 Year through 5 Years
|
|
After 5 Years through 10 Years
|
||||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. government
|
$
|
3,703
|
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
$
|
3,691
|
|
|
$
|
727
|
|
|
$
|
2,776
|
|
|
$
|
188
|
|
U.S. government agencies
|
308
|
|
|
—
|
|
|
(2
|
)
|
|
306
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|||||||
Non-U.S. government and agencies
|
1,443
|
|
|
1
|
|
|
(11
|
)
|
|
1,433
|
|
|
148
|
|
|
1,285
|
|
|
—
|
|
|||||||
Corporate debt
|
1,079
|
|
|
—
|
|
|
—
|
|
|
1,079
|
|
|
1,031
|
|
|
48
|
|
|
—
|
|
|||||||
Total
|
$
|
6,533
|
|
|
$
|
3
|
|
|
$
|
(27
|
)
|
|
$
|
6,509
|
|
|
$
|
1,906
|
|
|
$
|
4,415
|
|
|
$
|
188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
March 31, 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Fair Value of Securities with
Contractual Maturities
|
||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Within 1 Year
|
|
After 1 Year through 5 Years
|
|
After 5 Years through 10 Years
|
||||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. government
|
$
|
3,104
|
|
|
$
|
1
|
|
|
$
|
(12
|
)
|
|
$
|
3,093
|
|
|
$
|
522
|
|
|
$
|
2,430
|
|
|
$
|
141
|
|
U.S. government agencies
|
1,959
|
|
|
—
|
|
|
(3
|
)
|
|
1,956
|
|
|
834
|
|
|
1,107
|
|
|
15
|
|
|||||||
Non-U.S. government and agencies
|
2,180
|
|
|
3
|
|
|
(8
|
)
|
|
2,175
|
|
|
248
|
|
|
1,927
|
|
|
—
|
|
|||||||
Corporate debt
|
1,063
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
8,306
|
|
|
$
|
4
|
|
|
$
|
(23
|
)
|
|
$
|
8,287
|
|
|
$
|
2,667
|
|
|
$
|
5,464
|
|
|
$
|
156
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Less than 1 year
|
|
1 Year or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government
|
$
|
1,474
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,474
|
|
|
$
|
(14
|
)
|
U.S. government agencies
|
261
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
261
|
|
|
(2
|
)
|
||||||
Non-U.S. government and agencies
|
1,137
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
1,137
|
|
|
(11
|
)
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,872
|
|
|
$
|
(27
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
|
$
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
March 31, 2017
|
||||||||||||||||||||||
|
Less than 1 year
|
|
1 Year or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government
|
$
|
1,547
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,547
|
|
|
$
|
(12
|
)
|
U.S. government agencies
|
932
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
932
|
|
|
(3
|
)
|
||||||
Non-U.S. government and agencies
|
1,164
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
1,164
|
|
|
(8
|
)
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,643
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,643
|
|
|
$
|
(23
|
)
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Consumer
|
|
|
|
||||
Retail financing, gross
|
$
|
68,121
|
|
|
$
|
69,217
|
|
Unearned interest supplements
|
(2,783
|
)
|
|
(2,882
|
)
|
||
Consumer finance receivables
|
65,338
|
|
|
66,335
|
|
||
Non-Consumer
|
|
|
|
|
|
||
Dealer financing
|
31,336
|
|
|
33,481
|
|
||
Non-Consumer finance receivables
|
31,336
|
|
|
33,481
|
|
||
Total recorded investment
|
$
|
96,674
|
|
|
$
|
99,816
|
|
|
|
|
|
||||
Recorded investment in finance receivables
|
$
|
96,674
|
|
|
$
|
99,816
|
|
Allowance for credit losses
|
(484
|
)
|
|
(517
|
)
|
||
Finance receivables, net
|
$
|
96,190
|
|
|
$
|
99,299
|
|
|
|
|
|
||||
Current portion
|
$
|
46,266
|
|
|
$
|
48,605
|
|
Non-current portion
|
49,924
|
|
|
50,694
|
|
||
Finance receivables, net
|
$
|
96,190
|
|
|
$
|
99,299
|
|
|
|
|
|
||||
Net finance receivables subject to fair value (a)
|
$
|
94,066
|
|
|
$
|
97,042
|
|
Fair value
|
94,785
|
|
|
97,672
|
|
(a)
|
At
December 31, 2016
and
March 31, 2017
,
Finance receivables, net
includes
$2.1 billion
and
$2.3 billion
, respectively, of direct financing leases that are not subject to fair value disclosure requirements. The fair value of finance receivables is categorized within Level 3 of the fair value hierarchy.
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Consumer
|
|
|
|
||||
31-60 days past due
|
$
|
760
|
|
|
$
|
654
|
|
61-90 days past due
|
114
|
|
|
85
|
|
||
91-120 days past due
|
34
|
|
|
29
|
|
||
Greater than 120 days past due
|
39
|
|
|
38
|
|
||
Total past due
|
947
|
|
|
806
|
|
||
Current
|
64,391
|
|
|
65,529
|
|
||
Consumer finance receivables
|
65,338
|
|
|
66,335
|
|
||
|
|
|
|
||||
Non-Consumer
|
|
|
|
||||
Total past due
|
107
|
|
|
106
|
|
||
Current
|
31,229
|
|
|
33,375
|
|
||
Non-Consumer finance receivables
|
31,336
|
|
|
33,481
|
|
||
Total recorded investment
|
$
|
96,674
|
|
|
$
|
99,816
|
|
•
|
Pass
– current to 60 days past due
|
•
|
Special Mention
– 61 to 120 days past due and in intensified collection status
|
•
|
Substandard
– greater than 120 days past due and for which the uncollectible portion of the receivables has already been charged off, as measured using the fair value of collateral less costs to sell
|
•
|
Group I
– strong to superior financial metrics
|
•
|
Group II
– fair to favorable financial metrics
|
•
|
Group III
– marginal to weak financial metrics
|
•
|
Group IV
– poor financial metrics, including dealers classified as uncollectible
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Dealer Financing
|
|
|
|
||||
Group I
|
$
|
24,315
|
|
|
$
|
25,935
|
|
Group II
|
5,552
|
|
|
5,952
|
|
||
Group III
|
1,376
|
|
|
1,445
|
|
||
Group IV
|
93
|
|
|
149
|
|
||
Total recorded investment
|
$
|
31,336
|
|
|
$
|
33,481
|
|
|
First Quarter 2016
|
||||||||||
|
Consumer
|
|
Non-Consumer
|
|
Total
|
||||||
Allowance for credit losses
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
357
|
|
|
$
|
16
|
|
|
$
|
373
|
|
Charge-offs
|
(102
|
)
|
|
1
|
|
|
(101
|
)
|
|||
Recoveries
|
29
|
|
|
1
|
|
|
30
|
|
|||
Provision for credit losses
|
102
|
|
|
1
|
|
|
103
|
|
|||
Other (a)
|
4
|
|
|
1
|
|
|
5
|
|
|||
Ending balance (b)
|
$
|
390
|
|
|
$
|
20
|
|
|
$
|
410
|
|
|
|
|
|
|
|
||||||
Analysis of ending balance of allowance for credit losses
|
|||||||||||
Collective impairment allowance
|
$
|
371
|
|
|
$
|
13
|
|
|
$
|
384
|
|
Specific impairment allowance
|
19
|
|
|
7
|
|
|
26
|
|
|||
Ending balance (b)
|
390
|
|
|
20
|
|
|
410
|
|
|||
|
|
|
|
|
|
||||||
Analysis of ending balance of finance receivables
|
|
|
|
|
|
||||||
Collectively evaluated for impairment
|
60,581
|
|
|
33,587
|
|
|
94,168
|
|
|||
Specifically evaluated for impairment
|
373
|
|
|
149
|
|
|
522
|
|
|||
Recorded investment
|
60,954
|
|
|
33,736
|
|
|
94,690
|
|
|||
|
|
|
|
|
|
||||||
Ending balance, net of allowance for credit losses
|
$
|
60,564
|
|
|
$
|
33,716
|
|
|
$
|
94,280
|
|
(a)
|
Primarily represents amounts related to translation adjustments.
|
(b)
|
Total allowance, including reserves for operating leases, was
$463 million
.
|
|
First Quarter 2017
|
||||||||||
|
Consumer
|
|
Non-Consumer
|
|
Total
|
||||||
Allowance for credit losses
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
469
|
|
|
$
|
15
|
|
|
$
|
484
|
|
Charge-offs
|
(123
|
)
|
|
(2
|
)
|
|
(125
|
)
|
|||
Recoveries
|
34
|
|
|
—
|
|
|
34
|
|
|||
Provision for credit losses
|
121
|
|
|
—
|
|
|
121
|
|
|||
Other (a)
|
3
|
|
|
—
|
|
|
3
|
|
|||
Ending balance (b)
|
$
|
504
|
|
|
$
|
13
|
|
|
$
|
517
|
|
|
|
|
|
|
|
||||||
Analysis of ending balance of allowance for credit losses
|
|||||||||||
Collective impairment allowance
|
$
|
483
|
|
|
$
|
13
|
|
|
$
|
496
|
|
Specific impairment allowance
|
21
|
|
|
—
|
|
|
21
|
|
|||
Ending balance (b)
|
504
|
|
|
13
|
|
|
517
|
|
|||
|
|
|
|
|
|
||||||
Analysis of ending balance of finance receivables
|
|
|
|
|
|
||||||
Collectively evaluated for impairment
|
65,950
|
|
|
33,317
|
|
|
99,267
|
|
|||
Specifically evaluated for impairment
|
385
|
|
|
164
|
|
|
549
|
|
|||
Recorded investment
|
66,335
|
|
|
33,481
|
|
|
99,816
|
|
|||
|
|
|
|
|
|
||||||
Ending balance, net of allowance for credit losses
|
$
|
65,831
|
|
|
$
|
33,468
|
|
|
$
|
99,299
|
|
(a)
|
Primarily represents amounts related to translation adjustments.
|
(b)
|
Total allowance, including reserves for operating leases, was
$584 million
.
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Raw materials, work-in-process, and supplies
|
$
|
3,843
|
|
|
$
|
4,240
|
|
Finished products
|
5,943
|
|
|
7,190
|
|
||
Total inventories under FIFO
|
9,786
|
|
|
11,430
|
|
||
LIFO adjustment
|
(888
|
)
|
|
(895
|
)
|
||
Total inventories
|
$
|
8,898
|
|
|
$
|
10,535
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Current
|
|
|
|
||||
Dealer and dealers’ customer allowances and claims
|
$
|
9,542
|
|
|
$
|
10,732
|
|
Deferred revenue
|
3,866
|
|
|
1,902
|
|
||
Employee benefit plans
|
1,469
|
|
|
1,287
|
|
||
Accrued interest
|
974
|
|
|
848
|
|
||
OPEB (a)
|
349
|
|
|
349
|
|
||
Pension (a)
|
247
|
|
|
247
|
|
||
Other
|
2,869
|
|
|
3,425
|
|
||
Total current other liabilities and deferred revenue
|
$
|
19,316
|
|
|
$
|
18,790
|
|
Non-current
|
|
|
|
|
|
||
Pension (a)
|
$
|
10,150
|
|
|
$
|
10,013
|
|
OPEB (a)
|
5,516
|
|
|
5,504
|
|
||
Dealer and dealers’ customer allowances and claims
|
2,564
|
|
|
2,788
|
|
||
Deferred revenue
|
3,687
|
|
|
3,699
|
|
||
Employee benefit plans
|
1,063
|
|
|
1,065
|
|
||
Other
|
1,415
|
|
|
1,514
|
|
||
Total non-current other liabilities and deferred revenue
|
$
|
24,395
|
|
|
$
|
24,583
|
|
(a)
|
Balances at
March 31, 2017
reflect pension and OPEB liabilities at
December 31, 2016
, updated (where applicable) for service and interest cost, expected return on assets, separation expense, actual benefit payments, and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end
2016
. Included in
Other assets
are pension assets of
$1.5 billion
and
$1.8 billion
at
December 31, 2016
and
March 31, 2017
, respectively.
|
|
First Quarter
|
||||||||||||||||||||||
|
Pension Benefits
|
|
|
|
|
||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Worldwide OPEB
|
||||||||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||||||
Service cost
|
$
|
128
|
|
|
$
|
133
|
|
|
$
|
118
|
|
|
$
|
134
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Interest cost
|
381
|
|
|
381
|
|
|
195
|
|
|
159
|
|
|
48
|
|
|
49
|
|
||||||
Expected return on assets
|
(673
|
)
|
|
(683
|
)
|
|
(339
|
)
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs/(credits)
|
42
|
|
|
36
|
|
|
10
|
|
|
9
|
|
|
(35
|
)
|
|
(30
|
)
|
||||||
Separation programs/other
|
—
|
|
|
3
|
|
|
7
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost/(income)
|
$
|
(122
|
)
|
|
$
|
(130
|
)
|
|
$
|
(9
|
)
|
|
$
|
(12
|
)
|
|
$
|
25
|
|
|
$
|
31
|
|
Automotive Segment
|
December 31,
2016 |
|
March 31,
2017 |
||||
Debt payable within one year
|
|
|
|
||||
Short-term
|
$
|
1,324
|
|
|
$
|
1,320
|
|
Long-term payable within one year
|
|
|
|
|
|
||
U.S. Department of Energy Advanced Technology Vehicles Manufacturing Incentive Program
|
591
|
|
|
591
|
|
||
Other debt
|
827
|
|
|
1,237
|
|
||
Unamortized (discount)/premium
|
(57
|
)
|
|
(48
|
)
|
||
Total debt payable within one year
|
2,685
|
|
|
3,100
|
|
||
Long-term debt payable after one year
|
|
|
|
|
|
||
Public unsecured debt securities
|
9,394
|
|
|
9,394
|
|
||
DOE ATVM Incentive Program
|
2,651
|
|
|
2,504
|
|
||
Other debt
|
1,573
|
|
|
1,620
|
|
||
Adjustments
|
|
|
|
||||
Unamortized (discount)/premium
|
(320
|
)
|
|
(328
|
)
|
||
Unamortized issuance costs
|
(76
|
)
|
|
(80
|
)
|
||
Total long-term debt payable after one year
|
13,222
|
|
|
13,110
|
|
||
Total Automotive Segment
|
$
|
15,907
|
|
|
$
|
16,210
|
|
|
|
|
|
||||
Fair value of Automotive Segment debt (a)
|
$
|
17,433
|
|
|
$
|
17,781
|
|
|
|
|
|
||||
Financial Services Segment
|
|
|
|
|
|
||
Debt payable within one year
|
|
|
|
|
|
||
Short-term
|
$
|
15,330
|
|
|
$
|
16,165
|
|
Long-term payable within one year
|
|
|
|
|
|
||
Unsecured debt
|
12,369
|
|
|
11,777
|
|
||
Asset-backed debt
|
19,286
|
|
|
18,228
|
|
||
Adjustments
|
|
|
|
||||
Unamortized (discount)/premium
|
(2
|
)
|
|
(1
|
)
|
||
Unamortized issuance costs
|
(16
|
)
|
|
(16
|
)
|
||
Fair value adjustments (b)
|
17
|
|
|
4
|
|
||
Total debt payable within one year
|
46,984
|
|
|
46,157
|
|
||
Long-term debt payable after one year
|
|
|
|
||||
Unsecured debt
|
49,912
|
|
|
53,495
|
|
||
Asset-backed debt
|
30,112
|
|
|
30,155
|
|
||
Adjustments
|
|
|
|
||||
Unamortized (discount)/premium
|
(9
|
)
|
|
(10
|
)
|
||
Unamortized issuance costs
|
(197
|
)
|
|
(210
|
)
|
||
Fair value adjustments (b)
|
261
|
|
|
180
|
|
||
Total long-term debt payable after one year
|
80,079
|
|
|
83,610
|
|
||
Total Financial Services Segment
|
$
|
127,063
|
|
|
$
|
129,767
|
|
|
|
|
|
||||
Fair value of Financial Services Segment debt (a)
|
$
|
128,777
|
|
|
$
|
132,499
|
|
(a)
|
The fair value of debt includes
$1.1 billion
and
$1.1 billion
of Automotive segment short-term debt and
$14.3 billion
and
$15.6 billion
of Financial Services segment short-term debt at
December 31, 2016
and
March 31, 2017
, respectively, carried at cost, which approximates fair value. All other debt is categorized within Level 2 of the fair value hierarchy.
|
(b)
|
Adjustments related to designated fair value hedges of unsecured debt.
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Cash flow hedges (a)
|
|
|
|
||||
Reclassified from AOCI to net income
|
$
|
87
|
|
|
$
|
118
|
|
Fair value hedges
|
|
|
|
||||
Interest rate contracts
|
|
|
|
||||
Net interest settlements and accruals excluded from the assessment of hedge effectiveness
|
99
|
|
|
70
|
|
||
Ineffectiveness (b)
|
17
|
|
|
(4
|
)
|
||
Derivatives not designated as hedging instruments
|
|
|
|
||||
Foreign currency exchange contracts
|
(139
|
)
|
|
(208
|
)
|
||
Cross-currency interest rate swap contracts
|
195
|
|
|
58
|
|
||
Interest rate contracts
|
(48
|
)
|
|
7
|
|
||
Commodity contracts
|
(5
|
)
|
|
42
|
|
||
Total
|
$
|
206
|
|
|
$
|
83
|
|
(a)
|
For the
first quarter
of
2016
and
2017
, a
$363 million
gain
and a
$112 million
loss
, respectively, were recorded in
Other comprehensive income.
|
(b)
|
For the
first quarter
of
2016
and
2017
, hedge ineffectiveness reflects the net change in fair value on derivatives of
$610 million
gain
and
$89 million
loss
, respectively, and a change in value on hedged debt attributable to the change in benchmark interest rates of
$593 million
loss
and
$85 million
gain
, respectively.
|
|
December 31, 2016
|
|
March 31, 2017
|
||||||||||||||||||||
|
Notional
|
|
Fair Value of
Assets
|
|
Fair Value of
Liabilities
|
|
Notional
|
|
Fair Value of
Assets
|
|
Fair Value of
Liabilities
|
||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency exchange contracts
|
$
|
19,091
|
|
|
$
|
620
|
|
|
$
|
257
|
|
|
$
|
18,641
|
|
|
$
|
370
|
|
|
$
|
238
|
|
Fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest rate contracts
|
33,175
|
|
|
487
|
|
|
80
|
|
|
35,904
|
|
|
372
|
|
|
175
|
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign currency exchange contracts
|
17,227
|
|
|
379
|
|
|
194
|
|
|
17,923
|
|
|
201
|
|
|
235
|
|
||||||
Cross-currency interest rate swap contracts
|
3,201
|
|
|
242
|
|
|
8
|
|
|
3,230
|
|
|
298
|
|
|
—
|
|
||||||
Interest rate contracts
|
61,689
|
|
|
156
|
|
|
74
|
|
|
56,414
|
|
|
136
|
|
|
71
|
|
||||||
Commodity contracts
|
531
|
|
|
11
|
|
|
6
|
|
|
544
|
|
|
44
|
|
|
2
|
|
||||||
Total derivative financial instruments, gross (a) (b)
|
$
|
134,914
|
|
|
$
|
1,895
|
|
|
$
|
619
|
|
|
$
|
132,656
|
|
|
$
|
1,421
|
|
|
$
|
721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion
|
|
|
$
|
1,108
|
|
|
$
|
371
|
|
|
|
|
$
|
811
|
|
|
$
|
368
|
|
||||
Non-current portion
|
|
|
787
|
|
|
248
|
|
|
|
|
610
|
|
|
353
|
|
||||||||
Total derivative financial instruments, gross
|
|
|
$
|
1,895
|
|
|
$
|
619
|
|
|
|
|
$
|
1,421
|
|
|
$
|
721
|
|
(a)
|
At
December 31, 2016
and
March 31, 2017
, we held collateral of
$15 million
and
$19 million
, and we posted collateral of
$12 million
and
$10 million
, respectively.
|
(b)
|
At
December 31, 2016
and
March 31, 2017
, the fair value of assets and liabilities available for counterparty netting was
$554 million
and
$564 million
, respectively
.
All derivatives are categorized within Level 2 of the fair value hierarchy.
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Foreign currency translation
|
|
|
|
||||
Beginning balance
|
$
|
(3,570
|
)
|
|
$
|
(4,593
|
)
|
Gains/(Losses) on foreign currency translation
|
(30
|
)
|
|
189
|
|
||
Less: Tax/(Tax benefit)
|
—
|
|
|
(54
|
)
|
||
Net gains/(losses) on foreign currency translation
|
(30
|
)
|
|
243
|
|
||
(Gains)/Losses reclassified from AOCI to net income (a)
|
(33
|
)
|
|
—
|
|
||
Other comprehensive income/(loss), net of tax
|
(63
|
)
|
|
243
|
|
||
Ending balance
|
$
|
(3,633
|
)
|
|
$
|
(4,350
|
)
|
|
|
|
|
||||
Marketable securities
|
|
|
|
||||
Beginning balance
|
$
|
(6
|
)
|
|
$
|
(14
|
)
|
Gains/(Losses) on available for sale securities
|
11
|
|
|
1
|
|
||
Less: Tax/(Tax benefit)
|
—
|
|
|
3
|
|
||
Net gains/(losses) on available for sale securities
|
11
|
|
|
(2
|
)
|
||
(Gains)/Losses reclassified from AOCI to net income
|
(1
|
)
|
|
1
|
|
||
Less: Tax/(Tax benefit)
|
4
|
|
|
—
|
|
||
Net (gains)/losses reclassified from AOCI to net income
|
(5
|
)
|
|
1
|
|
||
Other comprehensive income/(loss), net of tax
|
6
|
|
|
(1
|
)
|
||
Ending balance
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
|
|
|
||||
Derivative instruments
|
|
|
|
||||
Beginning balance
|
$
|
64
|
|
|
$
|
283
|
|
Gains/(Losses) on derivative instruments
|
363
|
|
|
(112
|
)
|
||
Less: Tax/(Tax benefit)
|
59
|
|
|
(34
|
)
|
||
Net gains/(losses) on derivative instruments
|
304
|
|
|
(78
|
)
|
||
(Gains)/Losses reclassified from AOCI to net income
|
(87
|
)
|
|
(118
|
)
|
||
Less: Tax/(Tax benefit)
|
(29
|
)
|
|
(29
|
)
|
||
Net (gains)/losses reclassified from AOCI to net income (b)
|
(58
|
)
|
|
(89
|
)
|
||
Other comprehensive income/(loss), net of tax
|
246
|
|
|
(167
|
)
|
||
Ending balance
|
$
|
310
|
|
|
$
|
116
|
|
|
|
|
|
||||
Pension and other postretirement benefits
|
|
|
|
||||
Beginning balance
|
$
|
(2,745
|
)
|
|
$
|
(2,689
|
)
|
Amortization and recognition of prior service costs/(credits)
|
17
|
|
|
15
|
|
||
Less: Tax/(Tax benefit)
|
3
|
|
|
5
|
|
||
Net prior service costs/(credits) reclassified from AOCI to net income
|
14
|
|
|
10
|
|
||
Translation impact on non-U.S. plans
|
8
|
|
|
(1
|
)
|
||
Other comprehensive income/(loss), net of tax
|
22
|
|
|
9
|
|
||
Ending balance
|
$
|
(2,723
|
)
|
|
$
|
(2,680
|
)
|
|
|
|
|
||||
Total AOCI ending balance at March 31
|
$
|
(6,046
|
)
|
|
$
|
(6,929
|
)
|
(a)
|
Reclassified to
Non-Financial Services other income/(loss), net.
|
(b)
|
Reclassified to
Cost of sales
. During the next twelve months we expect to reclassify existing net
losses
on cash flow hedges of
$189 million
. See Note
14
for additional information.
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Maximum potential payments
|
$
|
177
|
|
|
$
|
1,373
|
|
Carrying value of recorded liabilities related to guarantees and limited indemnities
|
23
|
|
|
396
|
|
|
First Quarter
|
||||||
|
2016
|
|
2017
|
||||
Beginning balance
|
$
|
4,558
|
|
|
$
|
4,960
|
|
Payments made during the period
|
(797
|
)
|
|
(840
|
)
|
||
Changes in accrual related to warranties issued during the period
|
612
|
|
|
608
|
|
||
Changes in accrual related to pre-existing warranties
|
59
|
|
|
475
|
|
||
Foreign currency translation and other
|
52
|
|
|
34
|
|
||
Ending balance
|
$
|
4,484
|
|
|
$
|
5,237
|
|
|
Automotive
|
|
Financial
Services
|
|
All Other
|
|
Special
Items
|
|
Adjustments
|
|
Total
|
||||||||||||
First Quarter 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
35,257
|
|
|
$
|
2,461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,718
|
|
Pre-tax results - income/(loss)
|
3,464
|
|
|
499
|
|
|
(126
|
)
|
|
(186
|
)
|
|
—
|
|
|
3,651
|
|
||||||
Equity in net income/(loss) of affiliated companies
|
534
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541
|
|
||||||
Cash, cash equivalents, and marketable securities
|
24,251
|
|
|
15,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,473
|
|
||||||
Total assets
|
96,263
|
|
|
145,920
|
|
|
—
|
|
|
—
|
|
|
(4,895
|
)
|
(a)
|
237,288
|
|
||||||
Debt
|
13,022
|
|
|
127,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,995
|
|
||||||
Operating cash flows
|
2,727
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
897
|
|
(b)
|
4,149
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First Quarter 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
36,475
|
|
|
$
|
2,669
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,146
|
|
Pre-tax results - income/(loss)
|
1,965
|
|
|
466
|
|
|
(212
|
)
|
|
24
|
|
|
—
|
|
|
2,243
|
|
||||||
Equity in net income/(loss) of affiliated companies
|
340
|
|
|
7
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
346
|
|
||||||
Cash, cash equivalents, and marketable securities
|
28,028
|
|
|
11,955
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
39,989
|
|
||||||
Total assets
|
101,092
|
|
|
149,648
|
|
|
76
|
|
|
—
|
|
|
(6,722
|
)
|
(a)
|
244,094
|
|
||||||
Debt
|
16,210
|
|
|
129,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,977
|
|
||||||
Operating cash flows
|
2,016
|
|
|
1,084
|
|
|
(10
|
)
|
|
—
|
|
|
1,246
|
|
(b)
|
4,336
|
|
(a)
|
Includes eliminations of intersegment transactions occurring in the ordinary course of business and deferred tax netting.
|
(b)
|
We measure and evaluate our Automotive segment operating cash flow on a different basis than
Net cash provided by/(used in) operating activities
in our consolidated statement of cash flows. Automotive segment operating cash flow includes additional elements management considers to be related to our Automotive operating activities, primarily capital spending and non-designated derivatives, and excludes outflows for funded pension contributions, separation payments, and other items that are considered operating cash flows under U.S. GAAP. The table below quantifies these reconciling adjustments to
Net cash provided by/(used in) operating activities
for the periods ended
March 31
(in millions):
|
|
|
First Quarter
|
||||||
|
|
2016
|
|
2017
|
||||
|
Automotive capital spending
|
$
|
1,497
|
|
|
$
|
1,696
|
|
|
Net cash flows from non-designated derivatives
|
(117
|
)
|
|
(134
|
)
|
||
|
Funded pension contributions
|
(368
|
)
|
|
(236
|
)
|
||
|
Separation payments
|
(10
|
)
|
|
(28
|
)
|
||
|
Other
|
(105
|
)
|
|
(52
|
)
|
||
|
Total operating cash flow adjustments
|
$
|
897
|
|
|
$
|
1,246
|
|
•
|
Total Company Adjusted Pre-tax Profit (Most Comparable GAAP Measure: Net Income Attributable to Ford)
– The non-GAAP measure is useful to management and investors because it allows users to evaluate our pre-tax results excluding pre-tax special items. Pre-tax special items consist of (i) pension and other postretirement employee benefits (“OPEB”) remeasurement gains and losses that are not reflective of our underlying business results, (ii) significant restructuring actions related to our efforts to match production capacity and cost structure to market demand and changing model mix, and (iii) other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities. When we provide guidance for adjusted pre-tax profit, we do not provide guidance on a net income basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, specifically pension and OPEB remeasurement gains and losses.
|
•
|
Adjusted Earnings Per Share (Most Comparable GAAP Measure: Earnings Per Share)
– Measure of Company’s diluted net earnings per share adjusted for impact of pre-tax special items (described above) and tax special items. The measure provides investors with useful information to evaluate performance of our business excluding items not indicative of the underlying run rate of our business. When we provide guidance for adjusted earnings per share, we do not provide guidance on an earnings per share basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, specifically pension and OPEB remeasurement gains and losses.
|
•
|
Adjusted Effective Tax Rate (Most Comparable GAAP Measure: Effective Tax Rate)
– Measure of Company’s tax rate excluding pre-tax special items (described above) and tax special items. The measure provides an ongoing effective rate which investors find useful for historical comparisons and for forecasting. When we provide guidance for adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, specifically pension and OPEB remeasurement gains and losses.
|
•
|
Ford Credit Managed Receivables (Most Comparable GAAP Measure: Net Finance Receivables plus Net Investment in Operating Leases)
– Measure of Ford Credit’s total net receivables, excluding unearned interest supplements and residual support, allowance for credit losses, and other (primarily accumulated supplemental depreciation). The measure is useful to management and investors as it closely approximates the customer’s outstanding balance on the receivables, which is the basis for earning revenue.
|
•
|
Ford Credit Managed Leverage (Most Comparable GAAP Measure: Financial Statement Leverage)
– Ford Credit’s debt-to-equity ratio adjusted (i) to exclude cash, cash equivalents, and marketable securities (other than amounts related to insurance activities), and (ii) for derivative accounting. The measure is useful to investors because it reflects the way Ford Credit manages its business. Cash, cash equivalents, and marketable securities are deducted because they generally correspond to excess debt beyond the amount required to support operations and on-balance sheet securitization transactions. Derivative accounting adjustments are made to asset, debt, and equity positions to reflect the impact of interest rate instruments used with Ford Credit’s term-debt issuances and securitization transactions. Ford Credit generally repays its debt obligations as they mature, so the interim effects of changes in market interest rates are excluded in the calculation of managed leverage.
|
|
First Quarter
|
||
|
2017
Lower/(Higher)
2016
|
||
Volume and mix, exchange, and other
|
$
|
(1.3
|
)
|
Contribution costs
|
|
||
Material excluding commodities
|
(0.2
|
)
|
|
Commodities
|
(0.2
|
)
|
|
Warranty and other
|
(0.4
|
)
|
|
Structural costs
|
(0.4
|
)
|
|
Special items
|
0.2
|
|
|
Total
|
$
|
(2.3
|
)
|
|
Increase/(Decrease)
|
||
Net income
|
$
|
1.6
|
|
Dividends
|
(0.8
|
)
|
|
Other comprehensive income
|
0.1
|
|
|
Adoption of accounting standards
|
0.6
|
|
|
Total
|
$
|
1.5
|
|
•
|
Market Factors
:
|
◦
|
Volume and Mix
– primarily measures profit variance from changes in wholesale volumes (at prior-year average contribution margin per unit) driven by changes in industry volume, market share, and dealer stocks, as well as the profit variance resulting from changes in product mix, including mix among vehicle lines and mix of trim levels and options within a vehicle line
|
◦
|
Net Pricing
– primarily measures profit variance driven by changes in wholesale prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory
|
•
|
Contribution Costs
– primarily measures profit variance driven by per-unit changes in cost categories that typically vary with volume, such as material costs (including commodity and component costs), warranty expense, and freight and duty costs
|
•
|
Structural Costs
– primarily measures profit variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume. Structural costs include the following cost categories:
|
◦
|
Manufacturing, Including Volume Related
–
consists primarily of costs for hourly and salaried manufacturing personnel, plant overhead (such as utilities and taxes), and new product launch expense. These costs could be affected by volume for operating pattern actions such as overtime, line-speed, and shift schedules
|
◦
|
Engineering
–
consists primarily of costs for engineering personnel, prototype materials, testing, and outside engineering services
|
◦
|
Spending-Related
–
consists primarily of depreciation and amortization of our manufacturing and engineering assets, but also includes asset retirements and operating leases
|
◦
|
Advertising and Sales Promotions
–
includes costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows
|
◦
|
Administrative and Selling
–
includes primarily costs for salaried personnel and purchased services related to our staff activities and selling functions, as well as associated information technology costs
|
◦
|
Pension and OPEB
–
consists primarily of past service pension costs and other postretirement employee benefit costs
|
•
|
Exchange
– primarily measures profit variance driven by one or more of the following: (i) transactions denominated in currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency income to U.S. dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging
|
•
|
Other
–
includes a variety of items, such as parts and services profits, royalties, government incentives and compensation-related changes
|
•
|
Wholesales and Revenue
– wholesale unit volumes include all Ford and Lincoln badged units (whether produced by Ford or by an unconsolidated affiliate) that are sold to dealerships, units manufactured by Ford that are sold to other manufacturers, units distributed by Ford for other manufacturers, and local brand units produced by our China joint venture, Jiangling Motors Corporation, Ltd. (“JMC”), that are sold to dealerships. Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option (i.e., rental repurchase), as well as other sales of finished vehicles for which the recognition of revenue is deferred (e.g., consignments), also are included in wholesale unit volumes. Revenue from certain vehicles in wholesale unit volumes (specifically, Ford badged vehicles produced and distributed by our unconsolidated affiliates, as well as JMC brand vehicles) are not included in our revenue
|
•
|
Automotive Segment Operating Margin
– defined as Automotive segment pre-tax profit divided by Automotive segment revenue
|
•
|
Industry Volume and Market Share
– based, in part, on estimated vehicle registrations; includes medium and heavy duty trucks
|
•
|
Automotive Cash
– includes cash, cash equivalents, and marketable securities
|
•
|
SAAR
– seasonally adjusted annual rate
|
•
|
Volume and Mix:
|
◦
|
Volume primarily measures changes in net financing margin driven by changes in average managed receivables at prior period financing margin yield (defined below in financing margin) at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicle sales and leases, the extent to which Ford Credit purchases retail installment sale and lease contracts, the extent to which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the availability of cost-effective funding for the purchase of retail installment sale and lease contracts and to provide wholesale financing
|
◦
|
Mix primarily measures changes in net financing margin driven by period over period changes in the composition of Ford Credit’s average managed receivables by product and by country or region
|
◦
|
Financing margin variance is the period-to-period change in financing margin yield multiplied by the present period average managed receivables at prior period exchange rates. This calculation is performed at the product and country level and then aggregated. Financing margin yield equals revenue, less interest expense and scheduled depreciation for the period, divided by average managed receivables for the same period
|
◦
|
Financing margin changes are driven by changes in revenue and interest expense. Changes in revenue are primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and competitive environment. Changes in interest expense are primarily driven by the level of market interest rates, borrowing spreads, and asset-liability management
|
•
|
Credit Loss:
|
◦
|
Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes, management splits the provision for credit losses into net charge-offs and the change in the allowance for credit losses
|
◦
|
Net charge-off changes are primarily driven by the number of repossessions, severity per repossession, and recoveries. Changes in the allowance for credit losses are primarily driven by changes in historical trends in credit losses and recoveries, changes in the composition and size of Ford Credit’s present portfolio, changes in trends in historical used vehicle values, and changes in economic conditions. For additional information on the allowance for credit losses, refer to the “Critical Accounting Estimates
-
Allowance for Credit Losses” section of Item 7 of Part II of our 2016 Form 10-K Report
|
•
|
Lease Residual:
|
◦
|
Lease residual measures changes to residual performance at prior period exchange rates. For analysis purposes, management splits residual performance primarily into residual gains and losses, and the change in accumulated supplemental depreciation
|
◦
|
Residual gain and loss changes are primarily driven by the number of vehicles returned to Ford Credit and sold, and the difference between the auction value and the depreciated value (which includes both base and accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental depreciation are primarily driven by changes in Ford Credit’s estimate of the expected auction value at the end of the lease term, and changes in the estimate of the number of vehicles that will be returned to it and sold. For additional information on accumulated supplemental depreciation, refer to the “Critical Accounting Estimates
-
Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2016 Form 10-K Report
|
•
|
Exchange:
|
◦
|
Reflects changes in pre-tax results driven by the effects of converting functional currency income to U.S. dollars
|
•
|
Other:
|
◦
|
Primarily includes operating expenses, other revenue, and insurance expenses at prior period exchange rates
|
◦
|
Changes in operating expenses are primarily driven by salaried personnel costs, facilities costs, and costs associated with the origination and servicing of customer contracts
|
◦
|
In general, other revenue changes are primarily driven by changes in earnings related to market valuation adjustments to derivatives (primarily related to movements in interest rates) and other miscellaneous items
|
•
|
Cash
(as shown on the Funding Structure, Liquidity Sources, and Leverage charts) – Cash, cash equivalents, and marketable securities, excluding amounts related to insurance activities
|
•
|
Securitizations
(as shown on the Public Term Funding Plan chart) – Public securitizations, Rule 144A offerings sponsored by Ford Motor Credit, and widely distributed offerings by Ford Credit Canada
|
•
|
Term Asset-Backed Securities
(as shown on the Funding Structure chart) – Obligations issued in securitization transactions that are payable only out of collections on the underlying securitized assets and related enhancements
|
•
|
Total Debt
(as shown on the Leverage chart) – Debt on Ford Credit’s balance sheet. Includes debt issued in securitizations and payable only out of collections on the underlying securitized assets and related enhancements. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions
|
•
|
DBRS Limited (“DBRS”);
|
•
|
Fitch, Inc. (“Fitch”);
|
•
|
Moody’s Investors Service, Inc. (“Moody’s”); and
|
•
|
Standard & Poor’s Ratings Services, a division of McGraw Hill Financial (“S&P”).
|
|
NRSRO RATINGS
|
||||||||||||
|
Ford
|
|
Ford Credit
|
|
NRSROs
|
||||||||
|
Issuer
Default /
Corporate /
Issuer Rating
|
|
Long-Term Senior Unsecured
|
|
Outlook / Trend
|
|
Long-Term Senior Unsecured
|
|
Short-Term
Unsecured
|
|
Outlook / Trend
|
|
Minimum Long-Term Investment Grade Rating
|
DBRS
|
BBB
|
|
BBB
|
|
Stable
|
|
BBB
|
|
R-2M
|
|
Stable
|
|
BBB (low)
|
Fitch
|
BBB
|
|
BBB
|
|
Stable
|
|
BBB
|
|
F2
|
|
Stable
|
|
BBB-
|
Moody’s
|
N/A
|
|
Baa2
|
|
Stable
|
|
Baa2
|
|
P-2
|
|
Stable
|
|
Baa3
|
S&P
|
BBB
|
|
BBB
|
|
Stable
|
|
BBB
|
|
A-2
|
|
Stable
|
|
BBB-
|
|
|
For the period ended March 31, 2017
|
||||||||||||||
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Revenues
|
|
$
|
36,475
|
|
|
$
|
2,669
|
|
|
$
|
2
|
|
|
$
|
39,146
|
|
Total costs and expenses
|
|
35,480
|
|
|
2,232
|
|
|
(8
|
)
|
|
37,704
|
|
||||
Interest expense on Automotive debt
|
|
—
|
|
|
—
|
|
|
279
|
|
|
279
|
|
||||
Other income/(loss), net
|
|
630
|
|
|
22
|
|
|
82
|
|
|
734
|
|
||||
Equity in net income of affiliated companies
|
|
340
|
|
|
7
|
|
|
(1
|
)
|
|
346
|
|
||||
Income/(loss) before income taxes
|
|
1,965
|
|
|
466
|
|
|
(188
|
)
|
|
2,243
|
|
||||
Provision for/(Benefit from) income taxes
|
|
560
|
|
|
148
|
|
|
(59
|
)
|
|
649
|
|
||||
Net income/(loss)
|
|
$
|
1,405
|
|
|
$
|
318
|
|
|
$
|
(129
|
)
|
|
$
|
1,594
|
|
|
|
March 31, 2017
|
||||||||||||||
Assets
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Cash and cash equivalents
|
|
$
|
9,549
|
|
|
$
|
8,268
|
|
|
$
|
6
|
|
|
$
|
17,823
|
|
Marketable securities
|
|
18,479
|
|
|
3,687
|
|
|
—
|
|
|
22,166
|
|
||||
Financial Services finance receivables, net
|
|
—
|
|
|
48,605
|
|
|
—
|
|
|
48,605
|
|
||||
Trade and other receivables, less allowances
|
|
4,618
|
|
|
6,067
|
|
|
—
|
|
|
10,685
|
|
||||
Inventories
|
|
10,535
|
|
|
—
|
|
|
—
|
|
|
10,535
|
|
||||
Other assets
|
|
2,483
|
|
|
931
|
|
|
—
|
|
|
3,414
|
|
||||
Receivable from other segments
|
|
13
|
|
|
1,855
|
|
|
(1,868
|
)
|
|
—
|
|
||||
Total current assets
|
|
45,677
|
|
|
69,413
|
|
|
(1,862
|
)
|
|
113,228
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Financial Services finance receivables, net
|
|
—
|
|
|
50,694
|
|
|
—
|
|
|
50,694
|
|
||||
Net investment in operating leases
|
|
1,486
|
|
|
26,428
|
|
|
—
|
|
|
27,914
|
|
||||
Net property
|
|
32,504
|
|
|
161
|
|
|
3
|
|
|
32,668
|
|
||||
Equity in net assets of affiliated companies
|
|
3,463
|
|
|
165
|
|
|
14
|
|
|
3,642
|
|
||||
Deferred income taxes
|
|
13,639
|
|
|
206
|
|
|
(3,790
|
)
|
|
10,055
|
|
||||
Other assets
|
|
4,323
|
|
|
1,517
|
|
|
53
|
|
|
5,893
|
|
||||
Receivable from other segments
|
|
—
|
|
|
1,064
|
|
|
(1,064
|
)
|
|
—
|
|
||||
Total assets
|
|
$
|
101,092
|
|
|
$
|
149,648
|
|
|
$
|
(6,646
|
)
|
|
$
|
244,094
|
|
Liabilities
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Payables
|
|
$
|
22,146
|
|
|
$
|
1,110
|
|
|
$
|
1
|
|
|
$
|
23,257
|
|
Other liabilities and deferred revenue
|
|
17,802
|
|
|
976
|
|
|
12
|
|
|
18,790
|
|
||||
Automotive debt payable within one year
|
|
3,100
|
|
|
—
|
|
|
—
|
|
|
3,100
|
|
||||
Financial Services debt payable within one year
|
|
—
|
|
|
46,157
|
|
|
—
|
|
|
46,157
|
|
||||
Payable to other segments
|
|
1,852
|
|
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
||||
Total current liabilities
|
|
44,900
|
|
|
48,243
|
|
|
(1,839
|
)
|
|
91,304
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities and deferred revenue
|
|
23,493
|
|
|
1,087
|
|
|
3
|
|
|
24,583
|
|
||||
Automotive long-term debt
|
|
13,110
|
|
|
—
|
|
|
—
|
|
|
13,110
|
|
||||
Financial Services long-term debt
|
|
—
|
|
|
83,610
|
|
|
—
|
|
|
83,610
|
|
||||
Deferred income taxes
|
|
183
|
|
|
4,356
|
|
|
(3,790
|
)
|
|
749
|
|
||||
Payable to other segments
|
|
1,064
|
|
|
—
|
|
|
(1,064
|
)
|
|
—
|
|
||||
Total liabilities
|
|
$
|
82,750
|
|
|
$
|
137,296
|
|
|
$
|
(6,690
|
)
|
|
$
|
213,356
|
|
|
|
For the period ended March 31, 2017
|
||||||||||||||
Cash flows from operating activities
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Net cash provided by/(used in) operating activities
|
|
$
|
3,262
|
|
|
$
|
1,084
|
|
|
$
|
(10
|
)
|
|
$
|
4,336
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciling Adjustments to Automotive Segment Operating Cash Flows*
|
|
|
|
|
|
|
|
|||||||||
Automotive capital spending
|
|
(1,696
|
)
|
|
|
|
|
|
|
|||||||
Net cash flows from non-designated derivatives
|
|
134
|
|
|
|
|
|
|
|
|||||||
Funded pension contributions
|
|
236
|
|
|
|
|
|
|
|
|||||||
Separation payments
|
|
28
|
|
|
|
|
|
|
|
|||||||
Other
|
|
52
|
|
|
|
|
|
|
|
|||||||
Automotive Segment Operating Cash Flows
|
|
$
|
2,016
|
|
|
|
|
|
|
|
*
|
We measure and evaluate our Automotive segment operating cash flow on a different basis than Net cash provided by/(used in) operating activities in our consolidated statement of cash flows. Automotive segment operating cash flow includes additional elements management considers to be related to our Automotive operating activities, primarily capital spending and non-designated derivatives, and excludes outflows for funded pension contributions, separation payments, and other items that are considered operating cash flows under U.S. GAAP. The table above quantifies the reconciling adjustments to Net cash provided by/(used in) operating activities for the period ended March 31, 2017.
|
|
|
For the period ended March 31, 2017
|
||||||||||||||
Cash flows from investing activities
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Capital spending
|
|
$
|
(1,696
|
)
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(1,706
|
)
|
Acquisitions of finance receivables and operating leases
|
|
—
|
|
|
(13,467
|
)
|
|
—
|
|
|
(13,467
|
)
|
||||
Collections of finance receivables and operating leases
|
|
—
|
|
|
10,695
|
|
|
—
|
|
|
10,695
|
|
||||
Purchases of equity and debt securities
|
|
(6,994
|
)
|
|
(1,883
|
)
|
|
(1
|
)
|
|
(8,878
|
)
|
||||
Sales and maturities of equity and debt securities
|
|
8,072
|
|
|
1,479
|
|
|
—
|
|
|
9,551
|
|
||||
Settlements of derivatives
|
|
134
|
|
|
22
|
|
|
—
|
|
|
156
|
|
||||
Other
|
|
(4
|
)
|
|
20
|
|
|
(6
|
)
|
|
10
|
|
||||
Investing activity (to)/from other segments
|
|
(24
|
)
|
|
(3
|
)
|
|
27
|
|
|
—
|
|
||||
Net cash provided by/(used in) investing activities
|
|
$
|
(512
|
)
|
|
$
|
(3,147
|
)
|
|
$
|
20
|
|
|
$
|
(3,639
|
)
|
Cash flows from financing activities
|
|
Automotive
|
|
Financial
Services
|
|
All Other, Special Items, & Adjustments
|
|
Consolidated
|
||||||||
Cash dividends
|
|
$
|
(795
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(795
|
)
|
Purchases of Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net changes in short-term debt
|
|
(51
|
)
|
|
709
|
|
|
—
|
|
|
658
|
|
||||
Proceeds from issuance of other debt
|
|
10
|
|
|
13,243
|
|
|
—
|
|
|
13,253
|
|
||||
Principal payments on other debt
|
|
(180
|
)
|
|
(11,731
|
)
|
|
—
|
|
|
(11,911
|
)
|
||||
Other
|
|
(50
|
)
|
|
(35
|
)
|
|
—
|
|
|
(85
|
)
|
||||
Financing activity to/(from) other segments
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
||||
Net cash provided by/(used in) financing activities
|
|
$
|
(1,066
|
)
|
|
$
|
2,198
|
|
|
$
|
(12
|
)
|
|
$
|
1,120
|
|
|
|
|
|
|
|
|
|
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
$
|
45
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
101
|
|
•
|
Decline in industry sales volume, particularly in the United States, Europe, or China, due to financial crisis, recession, geopolitical events, or other factors;
|
•
|
Lower-than-anticipated market acceptance of Ford’s new or existing products or services, or failure to achieve expected growth;
|
•
|
Market shift away from sales of larger, more profitable vehicles beyond Ford’s current planning assumption, particularly in the United States;
|
•
|
Continued or increased price competition resulting from industry excess capacity, currency fluctuations, or other factors;
|
•
|
Fluctuations in foreign currency exchange rates, commodity prices, and interest rates;
|
•
|
Adverse effects resulting from economic, geopolitical, protectionist trade policies, or other events;
|
•
|
Work stoppages at Ford or supplier facilities or other limitations on production (whether as a result of labor disputes, natural or man-made disasters, tight credit markets or other financial distress, production constraints or difficulties, or other factors);
|
•
|
Single-source supply of components or materials;
|
•
|
Labor or other constraints on Ford’s ability to maintain competitive cost structure;
|
•
|
Substantial pension and other postretirement liabilities impairing liquidity or financial condition;
|
•
|
Worse-than-assumed economic and demographic experience for pension and other postretirement benefit plans (e.g., discount rates or investment returns);
|
•
|
Restriction on use of tax attributes from tax law “ownership change;”
|
•
|
The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, or increased warranty costs;
|
•
|
Increased safety, emissions, fuel economy, or other regulations resulting in higher costs, cash expenditures, and/or sales restrictions;
|
•
|
Unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, perceived environmental impacts, or otherwise;
|
•
|
Adverse effects on results from a decrease in or cessation or clawback of government incentives related to investments;
|
•
|
Cybersecurity risks to operational systems, security systems, or infrastructure owned by Ford, Ford Credit, or a third-party vendor or supplier;
|
•
|
Failure of financial institutions to fulfill commitments under committed credit and liquidity facilities;
|
•
|
Inability of Ford Credit to access debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts, due to credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;
|
•
|
Higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;
|
•
|
Increased competition from banks, financial institutions, or other third parties seeking to increase their share of financing Ford vehicles; and
|
•
|
New or increased credit regulations, consumer or data protection regulations, or other regulations resulting in higher costs and/or additional financing restrictions.
|
Standard
|
|
Effective Date (a)
|
|
2016-18
|
Statement of Cash Flows - Restricted Cash
|
|
January 1, 2018
|
2016-16
|
Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory
|
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments
|
|
January 1, 2018
|
2016-01
|
Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
January 1, 2018
|
2017-08
|
Nonrefundable Fees and Other Costs - Premium Amortization on Purchased Callable Debt Securities
|
|
January 1, 2019
|
2016-02
|
Leases
|
|
January 1, 2019 (b)
|
2016-13
|
Credit Losses - Measurement of Credit Losses on Financial Instruments
|
|
January 1, 2020 (b)
|
By:
|
/s/ John Lawler
|
|
John Lawler, Vice President and Controller
|
|
(principal accounting officer)
|
|
|
Date:
|
April 27, 2017
|
Designation
|
|
Description
|
|
Method of Filing
|
Exhibit 10.1
|
|
Executive Separation Allowance Plan, as amended and restated effective as of January 1, 2017
|
|
Filed with this Report.
|
Exhibit 10.2
|
|
Benefit Equalization Plan, as amended and restated effective as of January 1, 2017
|
|
Filed with this Report.
|
Exhibit 10.3
|
|
Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2017
|
|
Filed with this Report.
|
Exhibit 10.4
|
|
Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2017
|
|
Filed with this Report.
|
Exhibit 10.5
|
|
Select Retirement Plan, as amended and restated effective as of January 1, 2017
|
|
Filed with this Report.
|
Exhibit 12
|
|
Calculation of Ratio of Earnings to Fixed Charges.
|
|
Filed with this Report.
|
Exhibit 15
|
|
Letter of PricewaterhouseCoopers LLP, dated April 27, 2017, relating to financial information.
|
|
Filed with this Report.
|
Exhibit 31.1
|
|
Rule 15d-14(a) Certification of CEO.
|
|
Filed with this Report.
|
Exhibit 31.2
|
|
Rule 15d-14(a) Certification of CFO.
|
|
Filed with this Report.
|
Exhibit 32.1
|
|
Section 1350 Certification of CEO.
|
|
Furnished with this Report.
|
Exhibit 32.2
|
|
Section 1350 Certification of CFO.
|
|
Furnished with this Report.
|
Exhibit 101.INS
|
|
XBRL Instance Document.
|
|
*
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
*
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
*
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
*
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
*
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
*
|
2.01
|
"
Affiliate
" shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
|
2.02
|
"BEP"
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
|
2.03
|
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
|
2.04
|
"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
2.05
|
"
Company
" shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
2.06
|
"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
2.07
|
"
Contributory Service
" shall mean, without duplication, the years and any fractional year of contributory service at retirement, not exceeding one year for any calendar year, of the Eligible Leadership Level One or Two Employee under the Ford Motor Company GRP.
|
2.08
|
"Credited Service"
shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Leadership Level One or Two Employee under the GRP.
|
2.09
|
"DB SERP"
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
|
2.10
|
"
Eligible Leadership Level One or Two Employee(s)
" shall mean a Leadership Level One or Two Employee who was hired or rehired prior to January 1, 2004 and who meets the eligibility criteria set forth in Section 3, or for periods prior to January 1, 2000, shall mean an Executive Roll Employee who meets the eligibility criteria set forth in Section 3.
|
2.11
|
"
Eligible Surviving Spouse
" shall mean an individual to whom an Eligible Leadership Level One or Two Employee legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive's benefit commencement date and for at least one year as of the date of the Retired Executive's death.
|
2.12
|
"Executive Separation Allowance(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 4.
|
2.13
|
"GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended.
|
2.14
|
"
Leadership Level One or Two Employee
" shall mean an employee of the Company (but for periods prior to July 1, 1996, excluding a Company employee who is an employee of Jaguar Cars, a division of the Company) who is assigned to the Leadership Level One or Two, or its equivalent, as such term is defined in the Employee Relations Administration Manual as from time to time constituted.
|
2.15
|
"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
2.16
|
"Plan"
shall mean this Ford Motor Company Executive Separation Allowance Plan, as amended.
|
2.17
|
"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already assume authority as a Committee member.
|
2.18
|
"Separation From Service"
shall be determined to have occurred on the date on which an Eligible Leadership Level One or Two Employee incurs a "separation from service" within the meaning of Code Section 409A.
|
2.19
|
"Special Executive Separation Allowance(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 4(C).
|
2.20
|
"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31
st
of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1
st
of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of "Specified Employee" on the date the employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
|
2.21
|
"SRP"
shall mean the Ford Motor Company Select Retirement Plan, as amended.
|
2.22
|
"
Subsidiary
" shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
|
(a)
|
Base Monthly Salary
. For purposes of the Plan, the "Base Monthly Salary" of a Leadership Level One or Two Employee shall be the highest monthly base salary rate of such employee during the employee's 12 months of service immediately preceding Separation From Service with the Company, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3), applies or (ii) which provides for the elective deferral of compensation. It shall not include supplemental compensation or any other kind of extra or additional compensation.
|
(b)
|
Amount of Executive Separation Allowance
. Subject to any limitation in other provisions of the Plan, the gross monthly amount of the Executive Separation Allowance of an Eligible Leadership Level One or Two Employee under Section 3 above shall be such employee's Base Monthly Salary multiplied by a percentage, not to exceed 60%, equal to the sum of (i) 15%, (ii) five tenths of one percent (.5%) for each month (or fraction thereof) that such employee's age at Separation From Service exceeds 55, not to exceed thirty percent (30%), and (iii) one percent (1%) for each year of such employee's Credited Service in excess of 15, prorated for fractions of a year.
|
(c)
|
Special Executive Separation Allowances.
In addition to any other Executive Separation Allowance provided under this Plan, the Company may, in its sole discretion, provide Special Executive Separation Allowances to certain Eligible Leadership Level One or Two Employees. Special Executive Separation Allowances provided to Eligible Leadership Level One or Two Employees whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Equalization Benefits provided to Eligible Leadership Level One or Two Employees who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Executive Separation Allowance provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 5.
|
(a)
|
Subject to the earning out provisions of Section 6, Executive Separation Allowance payments to an Eligible Leadership Level One or Two Employee, in the net amount determined in accordance with Section 4B above, shall be made monthly from the Company's general funds commencing on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Leadership Level One or Two Employee has a Separation From Service. Payments to an Eligible Leadership Level One or Two Employee shall cease at the end of the month in which such employee attains age 65 or dies, whichever occurs first. In the event of death of an Eligible Leadership Level One or Two Employee prior to such employee attaining age 65, or in the event of death on or after January 1, 1981 of a Leadership Level One or Two Employee whose Eligible Surviving Spouse meets the eligibility conditions set forth in Section 3 for payments hereunder, payments shall be made to such employee's Eligible Surviving Spouse, if any, commencing as soon as reasonably practicable following the date of the Eligible Leadership Level One or Two Employee's death, and continuing until the earlier of the death of such Eligible Surviving Spouse, or the end of the month in which the Eligible Leadership Level One or Two Employee would have attained age 65.
|
(b)
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provisions of Section 6, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Executive Separation Allowance benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following such Specified Employee's Separation From Service and any Executive Separation Allowance benefits to which such Specified Employee otherwise would have been entitled during the first six months following such
|
(1)
|
with respect to any such Eligible Leadership Level One or Two Employee who at any time shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination that, in its sole discretion, there shall have not been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and
|
(2)
|
with respect to any other such Eligible Leadership Level One or Two Employee, such waiver may be granted by the Committee upon its determination that, in its sole discretion, there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition.
|
7.01
|
Plan Administration and Interpretation
.
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or the GRP is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
7.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer's functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
7.03
|
Deductions.
The Company may deduct from any payment of Executive Separation Allowance to an Eligible Leadership Level One or Two Employee or Eligible Surviving Spouse any and all amounts owed to it by such Eligible Leadership Level One or Two Employee, Eligible Surviving Spouse or any person for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
7.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual's tax liabilities, including tax liabilities arising as a result of Executive Separation Allowances provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment
|
7.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Leadership Level One or Two Employees; it is not a part of any contract of employment. No Leadership Level One or Two Employee, Eligible Surviving Spouse, or any other person shall have any legal or other right to any benefit under this Plan.
|
7.06
|
Executive Separation Allowances Not Funded.
The Company's obligations under this Plan shall not be funded and Executive Separation Allowance benefits under this Plan shall be payable only out of the general funds of the Company.
|
7.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
7.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Executive Separation Allowances shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company's general creditors at all times.
|
7.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plans.
|
7.10
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any Executive Separation Allowance, and the Plan will not recognize a domestic relations order that purports to assign any Executive Separation Allowance to another person.
|
7.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Executive Separation Allowances received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
(a)
|
The provisions of Code Section 409A are incorporated into the Plan by reference to the extent necessary for any benefit provided under the Plan that is subject to Code Section 409A to comply with such requirements and, except as otherwise expressly determined by the Company, the Plan shall be administered in accordance with Code Section 409A as if the requirements of Code Section 409A were set forth herein. The Company reserves the right to take such action, on a uniform and consistent basis, as the Company deems necessary or desirable to ensure compliance with Code Section 409A, and applicable additional regulatory guidance thereunder, or to achieve the goals of the Plan without having adverse tax consequences under this Plan for any employee or beneficiary. Unless determined otherwise by the Company, any such action shall be taken in a manner that will enable any benefit provided under the Plan that is intended to be exempt from Code Section 409A to continue to be so exempt, or to enable any benefit provided under the Plan that is intended to comply with Code Section 409A to continue to so comply.
|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of any Executive Separation Allowance under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
(d)
|
In the event an Eligible Leadership Level One or Two Employee who is receiving, or is entitled to receive, an Executive Separation Allowance is reemployed following a Separation From Service, distribution of any Executive Separation Allowance shall not cease or be deferred upon such Eligible Leadership Level One or Two Employee's reemployment.
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Leadership Level One or Two Employee, or such Eligible Leadership Level One or Two Employee's Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
10.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
10.02
|
Review of Denial of Claim.
In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
10.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the
|
10.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
10.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
2.01
|
"BEP Salary Reductions"
shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee's account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee's behalf under the Tax-Efficient Savings Program of the SSIP.
|
2.02
|
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
|
2.03
|
"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
2.04
|
"Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
2.05
|
"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
2.06
|
"Credited Service"
shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Employee under the GRP.
|
2.07
|
"DCP"
shall mean the Ford Motor Company Deferred Compensation Plan, as amended.
|
2.08
|
"Designated Third Party Administrator"
shall be the service provider employed by the Company to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.
|
2.09
|
"Eligible Employee(s)"
shall mean a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.
|
2.10
|
"Eligible Surviving Spouse"
shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive's benefit commencement date and for at least one year as of the date of the Retired Executive's death.
|
2.11
|
"Equalization Benefit(s)"
shall mean the benefits as described in Section 3.
|
2.12
|
"ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as amended.
|
2.13
|
"ESAP"
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.
|
2.14
|
"FERCO Equalization Benefit(s)"
shall mean a monthly benefit provided pursuant to Section 3.05.
|
2.15
|
"FERCO SRP"
shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan, as amended.
|
2.16
|
"FRP"
shall mean the Ford Retirement Plan, as amended.
|
2.17
|
"FRP Equalization Benefit(s)"
shall mean the benefit provided pursuant to Section 3.03.
|
2.18
|
"GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended.
|
2.19
|
"Limitations"
shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).
|
2.20
|
"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
2.21
|
"Periodic GRP Equalization Benefit(s)"
shall mean a monthly benefit provided pursuant to Section 3.01.
|
2.22
|
"Plan"
shall mean this Ford Motor Company Benefit Equalization Plan, as amended.
|
2.23
|
"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
|
2.24
|
"SSIP"
shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, as amended.
|
2.25
|
"SSIP Equalization Benefit(s)"
shall mean the benefit provided pursuant to Section 3.02.
|
2.26
|
"SSIP Equalization Benefit Account"
shall mean the account in which any SSIP Equalization Benefit shall be credited.
|
2.27
|
"Separation From Service
" shall be determined to have occurred on the date on which an Eligible Employee incurs a "separation from service" within the meaning of Code Section 409A.
|
2.28
|
"Special Periodic GRP Equalization Benefit(s)"
shall mean a monthly benefit provided pursuant to Section 3.04.
|
2.29
|
"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An Eligible Employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the Eligible Employee meets the definition of "Specified Employee" on the date the Eligible Employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
|
2.30
|
"Subsidiary"
or
"Subsidiaries"
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or
|
(a)
|
is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);
|
(b)
|
is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and
|
(c)
|
has earned at least 10 years of credited service under the GRP.
|
3.01
|
GRP Equalization Benefits.
|
(a)
|
Eligibility.
|
(b)
|
Calculation of Periodic GRP Equalization Benefits.
|
(c)
|
Payment of Periodic GRP Equalization Benefits.
|
i.
|
The Periodic GRP Equalization Benefits shall be paid monthly by the Company to an Eligible Employee who has had a Separation From Service and, for distributions commencing on and after January 1, 2005, shall be paid commencing on, or as soon as reasonably practicable after, the first day of the month following the earliest of the following dates:
|
ii.
|
Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Periodic GRP Equalization Benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following such Specified Employee's Separation From Service. Any Periodic GRP Equalization Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
|
iii.
|
Upon an Eligible Employee's death, the Eligible Employee's Eligible Surviving Spouse will receive a monthly benefit under the Plan in an amount equal to the difference between any monthly GRP benefit the
|
iv.
|
GRP Equalization Benefits commencing on or before December 31, 2004, shall be made in accordance with the terms and conditions of the Plan in effect at the time of such commencement. GRP Equalization Benefits commencing on and after January 1, 2005 shall be made as periodic payments pursuant to Section 3.01(b).
|
v.
|
If the actuarially equivalent lump sum value of an Eligible Employee's Periodic GRP Equalization Benefit, determined in accordance with this Section on or after January 1, 2009, does not exceed $5,000, such Periodic GRP Equalization Benefit shall be distributed in accordance with this Section. Periodic GRP Equalization Benefits shall not be distributed pursuant to this Section to any Eligible Employee who is eligible for benefits under any of the Company's other defined benefit non-qualified deferred compensation arrangements. The actuarially equivalent lump-sum value of any Periodic GRP Equalization Benefit distributed pursuant to this Section shall be paid on or as soon as reasonably practicable after the first day of the month following the date on which such Periodic GRP Equalization Benefit otherwise would have commenced pursuant to Section 3.01. For purposes of this Section, actuarially equivalent lump-sum values shall be calculated by applying the rate of interest as prescribed under Code Section 417(e)(3)(C) for the fifth month prior to the first day of the calendar year in which such determination is made and the mortality table as prescribed under Code Section 417(e)(3)(B).
|
3.02
|
Savings and Stock Investment Plan Equalization Benefits.
|
(a)
|
Pre-1985 Subaccount.
|
(i)
|
For an Eligible Employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan BEP Salary Reductions, a SSIP Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or Eligible Employee contributions were subject to the Limitations.
|
(ii)
|
If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an Eligible Employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such Eligible Employee may have elected to have the Company retain in its general funds and have credited for purposes of computing the Eligible Employee's subaccount of the SSIP Equalization Benefit under this Subsection 3.02(a):
|
(iii)
|
There has been established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(a) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts retained by the Company pursuant to Subsection 3.02(a)(ii), adjusted on the basis of investment performance and the Eligible Employee's election as to investment of funds under the SSIP and transfer of the value of employee and Company contributions under the SSIP as though contributions and credits to the Eligible Employee's account hereunder had been so invested, less any withdrawals pursuant to Subsection 3.02(a)(iv); provided, however, that an election by a Company officer of investment in Company common stock shall not
|
(iv)
|
An Eligible Employee may not withdraw any amounts in excess of the Eligible Employee's regular savings contributions under this Plan and may not borrow against the subaccount of the Eligible Employee's SSIP Equalization Benefit.
|
(v)
|
The SSIP Equalization Benefit under this Subsection 3.02(a) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(a)(iii).
|
(b)
|
Post-1984 Subaccount.
|
(i)
|
If at any time during a plan year beginning on or after January 1, 1985 contributions by or on behalf of an Eligible Employee and related Company matching contributions to the SSIP are subject to the Limitations, there shall be credited for purposes of computing the Eligible Employee's SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions which would have been made under the SSIP based upon the Eligible Employee's SSIP elections, except that such Company matching contributions cannot be made because of the Limitations. For plan years beginning on or after January 1, 2005, if the amount credited as an Eligible Employee's SSIP Equalization Benefit for a plan year increases or decreases as a result of a change in the Eligible Employee's SSIP deferral elections for such plan year, such increase or decrease in the SSIP Equalization Benefit shall be adjusted to the extent necessary to prevent such increase or decrease, when aggregated with all SSIP Equalization Benefits credited for such plan year, from exceeding the amount of Company matching contributions that would have been contributed to the SSIP had the Limitations not applied.
|
(ii)
|
If at any time during a plan year an Eligible Employee elects to defer base salary amounts to the DCP, there shall be credited for purposes of computing the Eligible Employee's SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching
|
(iii)
|
For periods on or after October 1, 1995 until May 31, 2007, any Company matching contributions credited for purposes of computing an Eligible Employee's SSIP Equalization Benefit shall be credited in the form of units in the Ford Stock Fund rather than shares of Ford common stock. For periods on or after June 1, 2007, any Company matching contributions so credited shall be credited in the form of cash.
|
(iv)
|
There shall be established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(b) under the SSIP Equalization Benefit Account. For periods prior to May 1, 1996, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), adjusted on the basis of investment performance and any election by the Eligible Employee to transfer the value of matured Company matching contributions under the SSIP, as though credits to the Eligible Employee's account hereunder had been so invested. For periods May 1, 1996 and after, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), and adjusted on the basis of investment performance attributable to any separate investment election made by an Eligible Employee (other than a Company officer) on or after May 1, 1996. The investment options for managing the subaccount shall be identical to the investment options specified in the SSIP, although they will have separate fund codes. Any BEP credits earned will be based on the investment options available under the SSIP. The Designated Third Party Administrator will maintain the accounts and process the elections and otherwise be the record keeper with respect to this subaccount. Company officers with this subaccount are not eligible to reallocate or transfer credits under the subaccount from the Ford Stock Fund to other investment options, or from other investment options to the Ford Stock Fund.
|
(v)
|
An Eligible Employee may not withdraw any amounts credited under this Subsection 3.02(b) and may not borrow against this subaccount of the Eligible Employee's SSIP Equalization Benefit. This subaccount will not accept rollovers from other plans.
|
(vi)
|
The SSIP Equalization Benefit under this Subsection 3.02(b) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(b)(ii).
|
(vii)
|
In the event of death of an Eligible Employee with an SSIP Benefit Equalization subaccount, the balance of the subaccount shall be payable to the same beneficiary as the Eligible Employee has designated under
|
(i)
|
Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee's beneficiary under the SSIP, on or as soon as reasonably practicable after the earlier of the Eligible Employee's Separation From Service or death. In the event of an Eligible Employee's death, the balance of the Eligible Employee's SSIP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee's beneficiary under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.
|
(ii)
|
Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any amount credited to such Specified Employee's SSIP Equalization Benefit subaccount, accrued or vested after December 31, 2004, shall be paid on, or as soon as reasonably practicable after, the first day of the seventh month following such Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee's subaccount during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee's book entry account during the period of delay.
|
(iii)
|
The SSIP Equalization Benefit under this Subsection 3.02(c) shall be equal to the amount credited to the Eligible Employee's book entry account at the time of distribution, as determined under Subsection 3.03(a) or (b), as applicable.
|
3.03
|
Ford Retirement Plan (FRP) Equalization Benefits
|
(a)
|
FRP Subaccount.
|
(i)
|
The Company shall establish a book entry account for each Eligible Employee for purposes of computing the Eligible Employee's FRP Equalization Benefit under this Section 3.03. The Eligible Employee's FRP Equalization Benefit under this Subsection 3.03(a) shall be equal to the amount(s) credited to the book entry account at the time of distribution.
|
(ii)
|
If, at any time during a plan year beginning on or after January 1, 2004, contributions made to the FRP on behalf of an Eligible Employee are limited due to the application of the Limitations, there shall be credited to the book entry account established for the Eligible Employee pursuant to this Subsection 3.03(a) an amount equal to the amount of Company contributions that would have been made under the FRP on behalf of the Eligible Employee but for the application of the Limitations.
|
(iii)
|
Each Eligible Employee's book entry account also will be credited or debited with amounts determined based on investment options selected by the Eligible Employee under this Subsection 3.03(a)(iii). The investment options available for selection under this Subsection 3.03(a)(iii) shall be identical to the investment options available under the FRP, but will have separate fund codes. Each Eligible Employee shall select which investment options are to be used in determining the Eligible Employee's FRP Equalization Benefit. In the absence of an investment selection by an Eligible Employee, the Eligible Employee's book entry account will be credited or debited with amounts based on the appropriate target date – retirement fund offered under the FRP as identified by the Company for the Eligible Employee. The Designated Third Party Administrator will maintain a record of each book entry account, process investment selections, and otherwise be the record keeper of the book entry accounts. Investment options selected under this Section 3.03 shall be used solely for purposes of determining an Eligible Employee's FRP Equalization Benefit. An Eligible Employee's FRP Equalization Benefit will be based on the value of the Eligible Employee's book entry account as if the amounts in the book entry account had been invested in actual investments selected by the Eligible Employee; however, no such investments shall be made on behalf of the Eligible Employee. Eligible Employees shall not have voting rights or any other ownership rights with respect to any investment options selected as the measuring mechanism for book entry accounts established under this Section 3.03.
|
(iv)
|
Eligible Employees may not withdraw or borrow against amounts credited to any book account under this Subsection 3.03(a). Book entry accounts will not accept rollovers from other plans.
|
(b)
|
Payment of FRP Equalization Benefit.
|
(i)
|
Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee's beneficiary under the FRP, on or as soon as reasonably practicable after the earlier of the Eligible Employee's Separation From Service or death. In the event of an Eligible Employee's death, the balance of the Eligible Employee's FRP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee designated under the FRP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.
|
(ii)
|
Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any amount credited to such Specified Employee's FRP Equalization Benefit book entry account, accrued or vested after December 31, 2004, shall be paid on or as soon as reasonably practicable after the first day of the seventh month following Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee's book entry account during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee's book entry account during the period of delay.
|
(iii)
|
The FRP Equalization Benefit under this Subsection 3.03(b) shall be equal to the amount credited to the Eligible Employee's book entry account at the time of distribution, as determined under Subsection 3.03(a).
|
3.04
|
Special Periodic GRP Equalization Benefits.
|
3.05
|
FERCO Equalization Benefits.
|
4.01
|
Plan Administration and Interpretation.
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, GRP, FRP or SSIP is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
4.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer's functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
4.03
|
Deductions.
The Company may deduct from any payment of Equalization Benefits to an Eligible Employee or Eligible Surviving Spouse any and all amounts owed to it by such Eligible Employee or Eligible Surviving Spouse for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
4.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual's tax liabilities, including tax liabilities arising as a result of Equalization Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
|
4.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Employees; it is not a part of any contract of
|
4.06
|
Equalization Benefits Not Funded.
The Company's obligations under this Plan shall not be funded and Equalization Benefits under this Plan shall be payable only out of the general funds of the Company.
|
4.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
4.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan in whole or in part, at any time, without notice; provided, however, that no such action shall deprive any person of an Equalization Benefit under this Plan if payment of such Equalization Benefit shall have commenced prior to the date of such action by the Company; provided, further, however, that no distribution of benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything contained in this Section or elsewhere in this Plan to the contrary, Equalization Benefits payable under this Plan remain subject to the claims of the Company's general creditors at all times.
|
4.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plan.
|
4.10
|
No Alienation of Benefits.
An Eligible Employee may not assign or alienate any Equalization Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Equalization Benefits to another person.
|
4.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Equalization Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
7.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
7.02
|
Review of Denial of Claim.
In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
7.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
7.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
7.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
2.01
|
"
Affiliate
" shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
|
2.02
|
"Annual Incentive Compensation Plan"
shall mean the Annual Incentive Compensation Plan of Ford Motor Company, as amended.
|
2.03
|
"BEP"
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
|
2.04
|
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
|
2.05
|
"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
2.06
|
"Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
2.07
|
"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
2.08
|
"Conditional Annuity" or "Conditional Annuities"
shall mean the benefit(s) payable under this Plan as determined in accordance with Section 4.
|
2.09
|
"Credited Service"
shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under all the Retirement Plans.
|
2.10
|
"Designated Beneficiary"
shall mean the beneficiary or beneficiaries designated by an Eligible Executive or Eligible Retired Executive in a writing filed with the Company (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Committee may prescribe) to receive, in the event of the death of the Eligible Executive or Eligible Retired Executive, the Death Benefits provided in Section 4.04. An Eligible Executive or Eligible Retired Executive shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such Eligible Executive's or Eligible Retired Executive's life insurance proceeds under the Company-paid Basic Life Insurance Plan, unless such Eligible Executive or Eligible Retired Executive shall have assigned such life insurance proceeds, in which event the Death Benefits shall be paid to such assignee; provided, however, that if the Eligible Executive or Eligible Retired Executive shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan, such beneficiary form shall control. An Eligible Executive or Eligible Retired Executive 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 payment under the Plan, the same may be paid to the legal representatives of the Eligible Executive or Eligible Retired Executive, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.
|
2.11
|
"Disability Retirement"
shall mean an Eligible Executive's retirement from the Company on or after reaching at least 10 years of service and becoming "totally and permanently disabled" as defined under the GRP.
|
2.12
|
"Early Retirement"
shall mean an Eligible Executive's retirement from the Company before reaching age 65 and on or after reaching age 55 with at least 10 years of Credited Service.
|
2.13
|
"Eligible Executive(s)"
shall mean a Company employee in Leadership Level Four or above, or its equivalent.
|
2.14
|
"Eligible Retired Executive"
shall mean:
|
(a)
|
with respect to Supplemental Benefits, an Eligible Executive who
|
(i)
|
retires directly from Company employment with Company approval on Normal Retirement, Disability Retirement, or Early Retirement;
|
(ii)
|
will receive a normal, disability or early retirement benefit under one or more Retirement Plans;
|
(iii)
|
has at least ten years of Credited Service without duplication under all Retirement Plans; and
|
(iv)
|
has at least five years of Eligibility Service immediately preceding retirement.
|
(b)
|
with respect to Conditional Annuity awards and Pension Parity Benefits, an Eligible Executive (other than an Eligible Executive in Leadership Levels Four through Two, or such Eligible Executive's equivalent) who meet the conditions set forth in sections (a)(i), (ii), (iii), and (iv) immediately preceding this paragraph.
|
2.15
|
"Eligible Surviving Spouse"
shall mean, for purposes of the Pension Parity Surviving Spouse Benefit, an individual to whom an Eligible Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive's benefit commencement date and for at least one year as of the date of the Retired Executive's death.
|
2.16
|
"Eligibility Service"
shall mean Company service while an Eligible Executive.
|
2.17
|
"ESAP"
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.
|
2.18
|
"Final Five Year Average Base Salary"
shall mean the average of the final five year-end Monthly Base Salaries immediately preceding retirement of the Eligible Retired Executive.
|
2.19
|
"Final Three Year Average Base Salary"
shall mean the average of the final three year-end Monthly Base Salaries immediately preceding retirement or death of the Eligible Retired Executive.
|
2.20
|
"GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended.
|
2.21
|
"Monthly Base Salary"
shall mean the monthly base salary paid to an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies or (ii) which provides for the elective deferral of
|
2.22
|
"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
2.23
|
"Normal Retirement"
shall mean an Eligible Executive's retirement from the Company on or after reaching age 65 with at least 10 years of Credited Service.
|
2.24
|
"Pension Parity Benefit(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 5.
|
2.25
|
"Pension Parity Surviving Spouse Benefit(s)"
shall mean benefits payable under this Plan to an Eligible Surviving Spouse as determined in accordance with Section 5.03.
|
2.26
|
"Plan"
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
|
2.27
|
"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
|
2.28
|
"Retirement Plans"
shall mean the GRP or any other retirement pension plan to which the Company contributes.
|
2.29
|
"Separation From Service"
shall be determined to have occurred on the date on which an Eligible Executive incurs a "separation from service" within the meaning of Code Section 409A.
|
2.30
|
"SERP Benefit(s)"
shall mean any Conditional Annuities, Pension Parity Benefits, Supplemental Benefits and/or Special Supplemental Benefits payable under this Plan.
|
2.31
|
"Special Supplemental Benefit(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 3.03.
|
2.32
|
"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of
|
2.33
|
"SRP"
shall mean the Ford Motor Company Select Retirement Plan, as amended.
|
2.34
|
"Subsidiary"
or
"Subsidiaries"
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
|
2.35
|
"Supplemental Benefit(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 3.
|
2.36
|
"Totally and Permanently Disabled"
shall mean an Eligible Executive who:
|
(a)
|
is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);
|
(b)
|
is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and
|
(c)
|
has earned at least 10 years of Credited Service.
|
3.01
|
Eligibility.
An Eligible Retired Executive shall be eligible to receive a Supplemental Benefit as provided herein.
|
3.02
|
Amount of Supplemental Benefit.
|
(a)
|
Subject to any reductions pursuant to Subsection (b) below and to any limitations and reductions pursuant to other provisions of the Plan, the monthly Supplemental Benefit shall be an amount equal to the Eligible Executive's Final Five Year Average Base Salary multiplied by the Eligible Executive's years of
|
Status at Retirement
|
Applicable Percentage
|
Chairman, Vice Chairman, President
|
.90%
|
Executive Vice President
|
.80%
|
Vice President
|
.70%
|
Non-Vice Presidents
|
|
- Salary Grade 21, 20, 19
|
.60%
|
- Salary Grade 18, 17, 16
|
.40%
|
- Salary Grade 15, 14, 13
|
.20%
|
Status at Retirement
|
Applicable Percentage
|
Vice President Band
|
|
- Chairman, Vice Chairman, President
|
.90%
|
- Executive Vice President
|
.80%
|
- Group Vice President
|
.75%
|
- Vice President
|
.70%
|
Non-Vice President
|
|
- General Executive Band
|
.60%
|
- Executive Band
|
.40%
|
- Salary Grade 15, 14, 13
|
.20%
|
Status at Retirement
|
Applicable Percentage
|
Leadership Level One
|
|
- Executive Chairman, Chairman, Vice Chairman, Chief Executive Officer, President, Chief Operating Officer
|
.90%
|
- Executive Vice President
|
.80%
|
- Group Vice President
|
.75%
|
- Vice President
|
.70%
|
Leadership Level Two
1
|
|
- Standard Benefit
|
.40%
|
- Non-standard Benefit
2
|
.60%
|
Leadership Level Three
|
.20%
|
Leadership Level Four
|
.20%
|
Status at Retirement
|
Applicable Percentage
|
Leadership Level One
|
|
- Executive Chairman, Chairman, Vice
Chairman, Chief Executive Officer, President, Chief Operating Officer |
.90%
|
- Executive Vice President
|
.80%
|
- Group Vice President
|
.75%
|
- Vice President
|
.70%
|
Leadership Level Two
|
.40%
|
Leadership Level Three
|
.20%
|
Leadership Level Four
|
.20%
|
(b)
|
For an Eligible Retired Executive who shall commence Supplemental Benefits before age 62, the monthly Supplemental Benefit payable hereunder shall equal the amount calculated in accordance with the immediately preceding Subsection (a) reduced by 5/18 of 1% multiplied by the number of months from the later of the date the Supplemental Benefit commences or age 55 in the case of earlier receipt as a result of an Eligible Retired Executive becoming Totally and Permanently Disabled to the first day of the month after the Eligible Retired Executive would attain age 62.
|
3.03
|
Special Supplemental Benefits.
In addition to any other Supplemental Benefits provided under this Plan, the Company may, in its sole discretion, provide Special Supplemental Benefits to certain Eligible Executives. Special Supplemental Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix B. Special Supplemental Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Supplemental Benefits provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 3.04.
|
3.04
|
Payments.
|
(a)
|
Subject to the earning out provisions of Section 6, Supplemental Benefits, in the amount determined under Section 3.02, shall be payable out of the Company's general funds monthly beginning:
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan or under the Company's ESAP begins;
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
(b)
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provisions of Section 6, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Supplemental Benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following such Specified Employee’s Separation From Service. Any Supplemental Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
|
(c)
|
Payments to an Eligible Retired Executive hereunder shall cease at the end of the month in which the Eligible Retired Executive dies.
|
4.01
|
Eligibility.
Prior to January 1, 2017, the Company may, in its discretion, award to an Eligible Executive (other than an Eligible Executive in Leadership Levels Four through Two or its equivalent) additional retirement income in the form of a Conditional Annuity.
|
(a)
|
In determining the amount of any Conditional Annuity to be awarded to an Eligible Executive for any year, the Compensation Committee shall consider the Company's profit performance and the amount that is awarded to such Eligible Executive for such year under the Annual Incentive Compensation Plan. Awards shall be made only for years in which the Compensation Committee has decided, for reasons other than individual or corporate performance or termination of employment, to make an award to an Eligible Executive under the Annual Incentive Compensation Plan which is less than would have been awarded if the historical relationship to awards to other executives had been followed.
|
(b)
|
The aggregate annual amount payable under the Conditional Annuities awarded to any Eligible Executive shall not exceed an amount equal to the Applicable Percentage of the average of such Eligible Executive's Final Three Year Average Base Salary, determined in accordance with the following table:
|
4.03
|
Payments.
|
(a)
|
Subject to the earning out provisions of Section 6, Conditional Annuities, in the amount determined under Section 4.02, shall be payable to an Eligible Executive out of the Company's general funds monthly beginning:
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan or under the Company's ESAP begins; or
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
(b)
|
Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Conditional Annuities to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following the Separation From Service. Any Conditional Annuity payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.
|
(c)
|
Except as provided in Section 4.04, payments with respect to an Eligible Retired Executive hereunder shall cease at the end of the month in which such Eligible Retired Executive dies.
|
(d)
|
For an Eligible Executive who retires before age 65, the monthly payment under any Conditional Annuity awarded to such Eligible Executive shall equal the actuarial equivalent (based on factors determined by the Company's independent consulting actuary) of the monthly amount payable for retirement at age 65.
|
4.04
|
Death Benefits.
|
(a)
|
Upon death before retirement but at or after age 55, the Eligible Executive's Designated Beneficiary shall be paid a lump sum equal to 30 times (representing 30 months) the aggregate monthly amount payable under such Eligible Executive's Conditional Annuities if the Eligible Executive had been age 55 at death, increased by one-third of one month for each full month by which such Eligible Executive's age at death shall exceed age 55. Such lump sum payment shall be paid as soon as reasonably practicable following the date of the Eligible Executive's death.
|
(b)
|
If death occurs within 120 months following retirement, the monthly payments under the Conditional Annuity shall be continued to the Designated Beneficiary for the remaining balance of the 120 month period following retirement.
|
5.01
|
Eligibility.
For retirements on or after October 1, 1998, an Eligible Retired Executive at Ford Motor Company (U.S.) or Ford Motor Credit Company (U.S.) who held the position of a Leadership Level One at Ford Motor Company (U.S.) immediately prior to retirement and who had service with a subsidiary, including an international subsidiary, at any time prior to becoming an employee of Ford Motor Company (U.S.) or Ford Motor Credit Company (U.S.) shall be eligible to receive a Pension Parity Benefit as provided below.
|
5.02
|
Amount of Pension Parity Benefit.
|
(a)
|
The monthly Pension Parity Benefit shall be an amount equal to the difference between (i) and (ii), where (i) is the amount of the monthly retirement benefit which would be payable under the GRP, the Supplemental Benefit and/or Conditional Annuity under this Plan, the ESAP, the BEP, and the SRP if all of the Eligible Retired Executive's years of service under the GRP/ESAP/BEP/SRP and each of the subsidiary's retirement plans were counted as years of contributory service under the GRP/ESAP/BEP/SRP and (ii) is the amount of monthly retirement benefit that is or was payable under the GRP/ESAP/BEP/SRP, under the subsidiary's retirement plans, under this Plan as a Supplemental Benefit or a Conditional Annuity, if applicable, or under any other plan sponsored by a subsidiary which provided pension-type benefits (and, if such benefits were paid (a) in an involuntary lump sum payment as a termination benefit, this Plan shall convert the lump sum payment into an actuarial equivalent annuity (as determined by an independent actuary appointed by Ford Motor Company) payable at age 65 to the Eligible Retired Executive, (b) in a voluntary distribution of a lump sum benefit, the amount of monthly retirement benefit payable under (ii) above shall be the monthly annuity payment the Eligible Retired Executive would have received had the lump sum distribution not occurred, or (c) as was otherwise required pursuant to a qualified domestic relations order for purposes of determining the appropriate offset).
|
(b)
|
For purposes of determining the amount of an Eligible Retired Executive's Pension Parity Benefit, the Eligible Retired Executive shall be treated as if such Eligible Retired Executive elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married as of the date such Eligible Retired Executive retired from the Company, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Eligible Retired Executive) as of the date such Eligible Retired Executive retired from the Company. The amount of any Pension Parity Benefit payable to an Eligible Retired Executive whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit payable to such Eligible
|
5.03
|
Pension Parity Surviving Spouse Benefits.
|
(a)
|
An Eligible Surviving Spouse shall be entitled to receive a monthly Pension Parity Surviving Spouse Benefit upon the death of the Eligible Retired Executive in an amount equal to the difference between (i) and (ii), where (i) is the actuarial equivalent (as determined by an independent actuary appointed by Ford Motor Company) of the amount of the monthly survivor's benefit that would be payable under the GRP, the ESAP, the BEP, and the SRP if all of the Eligible Retired Executive's years of service under the GRP/ESAP/BEP/SRP and each of the subsidiary's retirement plans were counted as years of contributory service under the GRP/ESAP/BEP/SRP and (ii) is the actuarial equivalent (under the actuarial method described in (i) above) of the aggregate amount of the monthly survivor's benefits that are or were payable under (a) the GRP/ESAP/BEP/SRP, (b) Section 4.04 as a death benefit if the Designated Beneficiary were the Eligible Surviving Spouse, (c) the subsidiary's retirement plans, or (d) any other plan sponsored by a subsidiary which provided pension-type survivor benefits (and, if such benefits were paid in a voluntary distribution of a lump sum benefit, the amount of monthly survivor's benefit payable under (ii) above shall be the monthly survivor benefit payment the Eligible Surviving Spouse would have received had the lump sum distribution not occurred). For purposes of determining the amount of any Pension Parity Surviving Spouse Benefit, the Eligible Retired Executive shall be treated as if such Eligible Retired Executive elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP.
|
(b)
|
If an Eligible Retired Executive dies prior to reaching age 65, such monthly Pension Parity Surviving Spouse Benefit shall commence on, or as soon as reasonably practicable after, the first day of the month following the month in which the Eligible Retired Executive would have reached age 65. If an Eligible Retired Executive dies after reaching age 65, such monthly Pension Parity Surviving Spouse Benefit shall commence as soon as reasonably practicable following the date of the Eligible Retired Executive's death. Monthly Pension Parity Surviving Spouse Benefits payable pursuant to this Section 5.03 shall continue until the Eligible Surviving Spouse dies.
|
5.04
|
Payment.
|
(a)
|
Subject to the earning out provisions of Section 6, the Pension Parity Benefit, in the amount determined under Section 5.02, shall be payable to an Eligible Retired Executive out of the Company's general funds monthly beginning:
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan commences; or
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
(b)
|
Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Pension Parity benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following Separation from Service. Any Pension Parity Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on, or as soon as reasonably practicable after, the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.
|
(c)
|
Pension Parity Benefit payments to an Eligible Retired Executive shall cease at the end of the month in which the Eligible Retired Executive dies. The Pension Parity Surviving Spouse Benefit, in the amount determined under Section 5.03, shall be payable out of the Company's general funds monthly beginning on the first day of the month following the Eligible Retired Executive's death. Pension Parity Surviving Spouse Benefits paid to an Eligible Surviving Spouse shall cease at the end of the month in which the Eligible Surviving Spouse dies.
|
(a)
|
with respect to any such Eligible Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination that, in its sole discretion, that there shall not have been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and
|
(b)
|
with respect to any other such Eligible Retired Executive, such waiver may be granted by the Committee upon its determination that, in its sole discretion, that there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such conditions.
|
7.01
|
Plan Administration and Interpretation.
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
7.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer's functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
7.03
|
Deductions.
The Company may deduct from any payment of SERP Benefits to an Eligible Retired Executive, Designated Beneficiary or Eligible Surviving Spouse, any and all amounts owed to it by such Eligible Retired Executive, Designated Beneficiary, or Eligible Surviving Spouse for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
7.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual's tax liabilities, including tax liabilities arising as a result of SERP Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
|
7.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, Designated Beneficiary, Eligible Surviving Spouse or any other person shall have any legal or other right to any benefit under this Plan.
|
7.06
|
SERP Benefits Not Funded.
The Company's obligations under this Plan shall not be funded. SERP Benefits under this Plan shall be payable only out of the general funds of the Company.
|
7.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan and all rights thereunder shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
7.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of SERP Benefits shall occur upon termination of this Plan unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company's general creditors at all times.
|
7.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.
|
7.10
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any SERP Benefits, and the Plan will not recognize a domestic relations order that purports to assign any SERP Benefit to another person.
|
7.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all SERP Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
(a)
|
The provisions of Code Section 409A are incorporated into the Plan by reference to the extent necessary for any benefit provided under the Plan that is subject to Code Section 409A to comply with such requirements and, except as otherwise expressly determined by the Company, the Plan shall be administered in accordance with Code Section 409A as if the requirements of Code Section 409A were set forth herein. The Company reserves the right to take such action, on a uniform and consistent basis, as the Company deems necessary or desirable to ensure compliance with Code Section 409A, and applicable additional regulatory guidance thereunder, or to achieve the goals of the Plan without having adverse tax consequences under this Plan for any employee or beneficiary. Unless determined otherwise by the Company, any such action shall be taken in a manner that will enable any benefit provided under the Plan that is intended to be exempt from Code Section 409A to continue to be so exempt, or to enable any benefit provided under the Plan that is intended to comply with Code Section 409A to continue to so comply.
|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of any SERP Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
(d)
|
In the event an Eligible Executive or Eligible Retired Executive who is receiving, or is entitled to receive, SERP Benefits is reemployed following a Separation From Service, distribution of any SERP Benefits shall not cease or be deferred upon such Eligible Executive's or Eligible Retired Executive's reemployment.
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, Eligible Surviving Spouse, Designated Beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
9.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
9.02
|
Review of Denial of Claim
. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
9.03
|
Decision on Appeal
. The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
9.04
|
Limitations Period
. No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
9.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
(b)
|
Group III Employees.
|
2.01
|
"
Affiliate
" shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
|
2.02
|
"Base Monthly Salary"
shall mean for the purposes of the Plan, the monthly base salary rate of such Eligible Executive during each month, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3), applies or (ii) which provides for the elective deferral of compensation. It shall not include supplemental compensation or any other kind of extra or additional compensation.
|
2.03
|
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
|
2.04
|
"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
2.05
|
"Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
2.06
|
"Company Service"
shall mean the years and any fractional years that an individual is employed at Ford Motor Company.
|
2.07
|
"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
2.08
|
"Designated Third Party Administrator"
shall mean the service provider employed by the Company to act as record keeper to maintain the Notional Accounts and process notional investment elections.
|
2.09
|
"Eligible Executive(s)"
shall mean a Company employee in Leadership Level Four or above, or its equivalent, who satisfies the requirements of Section 3.01. "Eligible Executive" shall not include any supplemental employee.
|
2.10
|
"Eligibility Service"
shall mean Company Service while an Eligible Executive.
|
2.11
|
"ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as amended.
|
2.12
|
"FRP"
shall mean the Ford Retirement Plan, as amended.
|
2.13
|
"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
2.14
|
"Notional Account(s)"
shall mean the book entry account, which shall include Notional Credits, and any interest equivalents, dividend equivalents or other earnings credited to such book entry account, established by the Company for each Eligible Executive.
|
2.15
|
"Notional Credit(s)"
shall mean the amounts credited to the Eligible Executive's Notional Account each pay period as described under Section 3.02.
|
2.16
|
"Plan"
shall mean the Ford Motor Company Defined Contribution Supplemental Executive Retirement Plan, as amended.
|
2.17
|
"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
|
2.18
|
"Separation From Service"
shall be determined to have occurred on the date on which an Eligible Executive incurs a "separation from service" within the meaning of Code Section 409A.
|
2.19
|
"Special Supplemental Benefit(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 3.06.
|
2.20
|
"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance
|
2.21
|
"Subsidiary"
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
|
2.22
|
"Supplemental Benefit(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 3.
|
2.23
|
"Valuation Date"
shall mean March 15
th
of each calendar year, or the next preceding business day for which valuation information is available, and shall be the date on which a Notional Account shall be valued for purposes of determining the amount to be distributed in a particular distribution year.
|
3.01
|
Eligibility.
Each Eligible Executive who:
|
3.02
|
Notional Credits.
A Notional Account shall be established for each Eligible Executive. Each pay period, the Eligible Executive's Notional Account shall be credited with Notional Credits representing an amount equal to the product of such Eligible Executive's Base Monthly Salary received multiplied by the applicable percentage below which is based on the Eligible Executive's whole age at the end of the present calendar
year and Leadership Level during that month:
|
Applicable Percentage
|
||||
|
|
Age < 40
|
Age 40-49
|
Age 50+
|
Leadership Level One
-
Executive Chairman, Chairman, Vice Chairman, Chief Executive Officer, President, Chief Operating Officer
|
|
16.50%
|
15.50%
|
14.50%
|
- Executive Vice President
|
|
10.50%
|
9.50%
|
8.50%
|
- Group Vice President & Vice President
|
|
7.50%
|
6.50%
|
5.50%
|
Leadership Level Two
|
|
4.50%
|
3.50%
|
2.50%
|
Leadership Level Three & Four
|
|
3.00%
|
2.00%
|
1.00%
|
3.03
|
Supplemental Benefit.
The Eligible Executive's Supplemental Benefit shall be equal to the value of such Eligible Executive's Notional Account at the time of distribution.
|
3.04
|
Payments.
|
(a)
|
Except as otherwise provided below, distribution of the Supplemental Benefit shall be made in five annual installment payments, with such annual installments beginning on, or as soon as reasonably practicable after, the first Valuation Date following the one year anniversary of the Eligible Executive's Separation From Service. Thereafter, each installment shall be paid annually on, or as soon as reasonably practicable after, each successive Valuation Date.
|
(b)
|
Prior to the March 15
th
immediately following an Eligible Executive's Separation From Service, an Eligible Executive may elect to defer payment of the Supplemental Benefit in accordance with this Subsection. Distribution of a deferred Supplemental Benefit shall be made in five annual installment payments, with such annual installments beginning on, or as soon as reasonably practicable after, the first Valuation Date following the fifth anniversary of the Valuation Date on which payment would have commenced had the Eligible Executive not elected to defer commencement of the Supplemental Benefit.
|
(c)
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provisions of Section 4, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Supplemental Benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following the Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Section 3.04 will be permitted to continue to manage the investment elections applicable to such Specified Employee's Notional Account during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee's book entry account during the period of delay.
|
(d)
|
Except as provided in Section 3.05, payments with respect to an Eligible Executive hereunder shall cease at the Eligible Executive's death.
|
3.05
|
Death Benefits.
|
(a)
|
Upon death, but before Separation From Service, if the Eligible Executive has satisfied the eligibility requirements under Section 3.01(i), (ii) and (iii), the Eligible Executive's Notional Account shall be distributed in its entirety to the Eligible Executive's beneficiary or deemed beneficiary under the FRP. All such distributions shall occur on, or as soon as reasonably practicable after, such Eligible Executive's date of death.
|
(b)
|
If the Eligible Executive's death occurs after Separation From Service and before all five annual payments are made, the Eligible Executive's Notional Account
|
3.06
|
Special Supplemental Benefits.
In addition to, or in place of, any other Supplemental Benefits otherwise provided under this Plan, the Company may, in its sole discretion, provide Special Supplemental Benefits to certain Eligible Executives, including providing that certain Eligible Executives shall not be eligible for a Supplemental Benefits or shall be excluded from participation in the Plan. Special Supplemental Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Supplemental Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Compensation and Executive Personnel Office. Any Special Supplemental Benefit provided pursuant to this Section shall be subject to, and paid in accordance with, the terms and conditions of this Plan, including without limitation Section 3.04.
|
3.07
|
Effect of Separation from Service Prior to Eligibility.
In the event an Eligible Executive incurs a Separation From Service prior to meeting the eligibility requirements of Section 3.01, no Supplemental Benefit or Special Supplemental Benefit shall be payable under the Plan and such Eligible Executive's Notional Account shall be closed.
|
5.01
|
Plan Administration and Interpretation.
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan and no
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
(c)
|
In the event that an Article, Section or paragraph of the Code or Treasury Regulations is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
5.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer's functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
5.03
|
Deductions.
The Company may deduct from any payment of Supplemental Benefits to an Eligible Executive, or from any payment of Supplemental Benefits to a beneficiary, any and all amounts owed to it by such Eligible Executive or beneficiary for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
5.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual's tax liabilities, including tax liabilities arising as a result of Supplemental Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
|
5.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, beneficiary or any other person shall have any legal or other right to any benefit under this Plan.
|
5.06
|
Supplemental Benefits Not Funded.
The Company's obligations under this Plan shall not be funded and Supplemental Benefits under this Plan shall be payable only out of the general funds of the Company.
|
5.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan and all rights thereunder shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
5.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Supplemental Benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company's general creditors at all times.
|
5.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plan.
|
5.10
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any Supplemental Benefits, and the Plan will not recognize a domestic relations order that purports to assign the Supplemental Benefit to another person.
|
5.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Supplemental Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
(a)
|
The provisions of Code Section 409A are incorporated into the Plan by reference to the extent necessary for any benefit provided under the Plan that is subject to Code Section 409A to comply with such requirements and, except as otherwise expressly determined by the Company, the Plan shall be administered in accordance with Code Section 409A as if the requirements of Code Section 409A were set forth herein. The Company reserves the right to take such action, on a uniform and consistent basis, as the Company deems necessary or desirable to ensure compliance with Code Section 409A, and applicable additional regulatory guidance thereunder, or to achieve the goals of the Plan without having adverse tax consequences under this Plan for any employee or beneficiary. Unless determined otherwise by the Company, any such action shall be taken in a manner that will enable any benefit provided under the Plan that is intended to be exempt from Code Section 409A to continue to be so exempt, or to enable any benefit provided under the Plan that is intended to comply with Code Section 409A to continue to so comply.
|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of Supplemental Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
(d)
|
In the event an Eligible Executive receiving, or entitled to receive, a Supplemental Benefit and/or a Special Supplemental Benefit is reemployed following a Separation From Service, distribution of any Supplemental Benefit or Special Supplemental Benefit shall not cease or be deferred upon such Eligible Executive's reemployment. Any additional Supplemental Benefits to which such Eligible Executive may become entitled following reemployment shall be determined and paid, independent of any other Supplemental Benefit or Special Supplemental Benefit, in accordance with the terms and conditions of this Plan, including Section 3 and Subsection 4.03.
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
(f)
|
Notwithstanding any other provisions of the Plan to the contrary, any payment deferral election made pursuant to Section 3.04(ii) shall be made not less than 12 months prior to the Valuation Date on which payment of such Supplemental Benefit or Special Supplemental Benefit otherwise would have commenced without such deferral election and such election shall not take effect until at least 12 months after the date on which such election is made. Further, commencement of payments with respect to which such a deferral election is made shall be deferred for a period of not less than five years from the date such payments otherwise would have commenced.
|
7.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
7.02
|
Review of Denial of Claim
. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
7.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
7.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
7.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
Jim Farley
|
Shall be excluded from Plan participation until June 30, 2017; provided however, service earned prior to that date shall be used for purposes of determining Eligibility Service
|
2.01
|
"Affiliate"
shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
|
2.02
|
"BEP"
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
|
2.03
|
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
|
2.04
|
"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
2.05
|
"Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
2.06
|
"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
2.07
|
"Contributory Service"
shall mean, without duplication, the years and any fractional year of contributory service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under the GRP.
|
2.08
|
"Credited Service"
shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under the GRP.
|
2.09
|
"DB SERP"
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
|
2.10
|
"DEP"
shall mean the Ford Motor Credit Company Deferred Equalization Plan, as amended.
|
2.11
|
"DEP Select Benefits"
shall mean the benefits described in Section 4.04.
|
2.12
|
"Eligible Executive(s)"
shall mean a full time U.S. Company employee who:
|
2.13
|
"Eligible Surviving Spouse"
shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive's benefit commencement date and for at least one year as of the date of the Retired Executive's death.
|
2.14
|
"ESAP"
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.
|
2.15
|
"ESAP Select Benefit(s)"
shall mean the benefits described in Section 4.03.
|
2.16
|
"
Final Average Monthly Salary
" shall mean "Final Average Monthly Salary" as defined in the GRP.
|
2.17
|
"
Final Five Year Average Base Salary
" shall mean the average of the final five year-end Monthly Base Salaries immediately preceding retirement of the Eligible Executive.
|
2.18
|
"GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended.
|
2.19
|
"GRP Select Benefit(s)"
shall mean the monthly benefits described in Section 4.01.
|
2.20
|
"
Monthly Base Salary
" shall mean the monthly base salary paid to an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies, or (ii) which provides for the elective deferral of compensation. It does not include supplemental compensation or any other kind of extra or additional compensation.
|
2.21
|
"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
2.22
|
"Plan"
shall mean the Ford Motor Company Select Retirement Plan, as amended.
|
2.23
|
"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
|
2.24
|
"Retired Executive"
shall mean an Eligible Executive who has a Separation From Service from the Company under the terms and conditions of this Plan on the Retirement Effective Date.
|
2.25
|
"Retirement Effective Date"
shall mean the first day of the month immediately following or coincident with an Eligible Executive's date of Separation From Service as designated by the Company.
|
2.26
|
"Retirement Plans"
shall mean the GRP, the BEP, the DB SERP, the ESAP and the DEP.
|
2.27
|
"Salary
" shall mean salary at the basic salary rate without regard to the Code Section 401(a)(17) limit and not including supplemental compensation, premiums, pay for overtime, or any other kind of extra or additional compensation.
|
2.28
|
"Select Benefits"
shall mean the retirement benefits described in Section 4.
|
2.29
|
"Separation From Service"
shall be determined to have occurred on the date on which an Eligible Executive incurs a "separation from service" within the meaning of Code Section 409A.
|
2.30
|
"DB SERP Select Benefits"
shall mean the benefits described in Section 4.02.
|
2.31
|
"Special Select Benefits"
shall mean the benefits described in Section 4.05.
|
2.32
|
"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of "Specified Employee" on the date the employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
|
2.33
|
"Subsidiary"
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
|
3.01
|
Effective Agreement
. To participate in the Plan, an Eligible Executive must submit to the Company a completed and signed agreement prior to receiving such Select Benefits. The Company shall provide the applicable form agreement for this purpose and no other agreement form shall be used for this purpose.
|
3.02
|
Revocation of Agreements
. An Eligible Executive may revoke an agreement provided in accordance with Section 3.01 by giving written notice to the Company no later than seven (7) days after the date on which the Eligible Executive submitted a signed agreement to the Company in accordance with Section 3.01. The Company shall provide a revocation form for this purpose and no other revocation or form shall be used for this purpose.
|
4.01
|
GRP Select Benefits.
The GRP Select Benefit payable to a Retired Executive shall be a monthly benefit in an amount equal to the difference between (X) and (Y) where (X) is the monthly GRP benefit for such Retired Executive, determined under the terms of the GRP in effect as of the Retirement Effective Date after giving effect to the following adjustments:
|
4.04
|
DEP Select Benefits.
The DEP Select Benefit applicable to a Retired Executive who is otherwise eligible for a DEP benefit under the terms of the DEP in effect as of the Retirement Effective Date, shall be an amount equal to the difference between (X) and (Y) where (X) is the DEP benefit determined under the terms of the DEP after adjusting Final Average Monthly Salary as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary and (Y) is the DEP benefit determined under the terms of the DEP in effect as of the Retirement Effective Date.
|
4.05
|
Special Select Benefits.
In addition to any other Select Benefits provided under this Plan, the Company may, in its sole discretion, provide Special Select Benefits to certain Eligible Executives. Special Select Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Select Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Select Benefits provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 5.
|
5.01
|
Except as otherwise provided herein, payment of Select Benefits determined under Section 4 shall commence on or as soon as reasonably practicable after the first day
|
5.03
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provision of Section 7, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Select Benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following such Specified Employee's Separation From Service. Any Select Benefits to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
|
5.04
|
Payments to a Retired Executive shall cease at the end of the month in which the Retired Executive dies. Except as otherwise provided herein, survivor benefits, if any, payable with respect to any Select Benefits provided under this Plan shall be paid as follows:
|
(a)
|
GRP Select Benefits
. Survivor benefits payable with respect to GRP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.01. GRP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.
|
(b)
|
DB SERP Select Benefits
. Survivor benefits are payable, with respect to DB SERP Select Benefits, in accordance with the terms of the DB SERP.
|
(c)
|
ESAP Select Benefits
. In the event of death of a Retired Executive prior to attaining age 65, or in the event of death on or after January 1, 1981 of an Eligible Executive who (a) has not had a Separation From Service, (b) has at least five years of service at the Leadership Level One or Two, or its equivalent, has at least ten years of contributory membership in the GRP, and is at least age 55, ESAP Select Benefit payments shall be made to such Retired Executive's or Eligible Executive's, as applicable, Eligible Surviving Spouse, if any. Such payments shall commence as soon as reasonably practicable following the date of such Retired Executive's or Eligible Executive's death, and continue until the earlier of the death of such Eligible Surviving Spouse, or the end of the month in which such Retired Executive or Eligible Executive, as applicable, would have attained age 65.
|
(d)
|
DEP Select Benefits
. Survivor benefits payable with respect to DEP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.04. DEP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.
|
(1)
|
with respect to any such Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination, in its sole discretion, that there shall not have been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and
|
(2)
|
with respect to any other such Retired Executive, such waiver may be granted by the Committee upon its determination, in its sole discretion, that there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition.
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
8.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer's functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
8.03
|
Deductions.
The Company may deduct from any payment of Select Benefits to a Retired Executive or Eligible Surviving Spouse any and all amounts owed to it by such Retired Executive, Eligible Surviving Spouse, or any person, for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
8.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual's tax liabilities, including tax liabilities arising as a result of Select Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
|
8.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, Retired Executive, Eligible Surviving Spouse or any other person shall have any legal or other right to any benefit under this Plan.
|
8.06
|
No Company Reemployment.
A Retired Executive shall not be eligible for reemployment by the Company either directly or indirectly through an agency or otherwise. This includes, but is not limited to, employment of a Retired Executive by the Company as a supplemental employee, independent contractor, consultant, advisor, or agency employee, regardless of the length of employment. It also includes employment of a Retired Executive by a sole or single source supplier to the Company, or employment by any supplier of the Company if the responsibilities of the Retired Executive relate primarily to the Company's business with the supplier,
|
8.07
|
Select Benefits Not Funded.
The Company's obligations under this Plan shall not be funded. Select Benefits under this Plan shall be payable only out of the general funds of the Company.
|
8.08
|
Continuing Plan.
The Plan shall be an ongoing Plan and shall be made available at the discretion of the Company. The Company may designate certain periods within a calendar year in which offers of Select Benefits may be made and may provide that no offers of Select Benefits may be accepted before or after designated dates within a calendar year. The Company also may limit the offer of Select Benefits to those within a designated salary roll or band. Select Benefits may be combined with additional types of termination incentives or separation programs upon the direction of the Company. Provisions of such other termination incentives or separation programs are not governed by the terms of this Plan.
|
8.09
|
Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
8.10
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Select Benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company's general creditors at all times.
|
8.11
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.
|
8.12
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any Select Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Select Benefit to another person.
|
8.13
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Select Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
(a)
|
The provisions of Code Section 409A are incorporated into the Plan by reference to the extent necessary for any benefit provided under the Plan that is subject to Code Section 409A to comply with such requirements and, except as otherwise expressly determined by the Company, the Plan shall be administered in accordance with Code Section 409A as if the requirements of Code Section 409A were set forth herein. The Company reserves the right to take such action, on a uniform and consistent basis, as
|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of Select Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
(d)
|
In the event a Retired Executive who is receiving or is entitled to receive, Select Benefits is reemployed following a Separation From Service, distribution of any Select Benefits shall not cease or be deferred upon such Retired Executive's reemployment.
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
10.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
10.02
|
Review of Denial of Claim
. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90
|
10.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
10.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
10.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
1.01
|
Contributory Service.
Contributory Service, if any, for each such Eligible Executive for any period of time during which the Eligible Executive did not receive a cash base salary shall be determined by the Committee, in its sole discretion, based on the contributory service the Eligible Executive would have accrued had the Eligible Executive participated in the GRP on a contributory basis during such period of time.
|
1.02
|
Credited Service.
Credited Service, if any, for each such Eligible Executive for any period of time during which the Eligible Executive did not receive a cash base salary shall be determined by the Committee, in its sole discretion, based on the service the Eligible Executive would have accrued had the Eligible Executive participated in, and accrued credited service under, the GRP during such period of time.
|
1.03
|
Monthly Base Salary.
Monthly Base Salary for each such Eligible Executive shall be determined by the Committee, in its sole discretion, based on a notional monthly base salary for the period of time during which the Eligible Executive did not receive a cash base salary.
|
1.04
|
Final Average Monthly Salary.
Final Average Monthly Salary for each such Eligible Executive shall be determined by the Committee, in its sole discretion, based on a notional monthly base salary for the period of time during which the Eligible Executive did not receive a cash base salary.
|
1.05
|
Affected Eligible Executives.
The following Eligible Executive's Special Select Benefits shall be determined in accordance with this Section:
|
|
First Quarter
2017
|
||
Earnings
|
|
||
Income before income taxes
|
$
|
2,243
|
|
Add/(Deduct):
|
|
||
Equity in net income of affiliated companies
|
(346
|
)
|
|
Dividends from affiliated companies
|
54
|
|
|
Fixed charges excluding capitalized interest
|
1,065
|
|
|
Amortization of capitalized interest
|
10
|
|
|
Earnings
|
$
|
3,026
|
|
|
|
||
Fixed Charges
|
|
||
Interest expense
|
$
|
1,023
|
|
Interest portion of rental expense (a)
|
42
|
|
|
Capitalized interest
|
6
|
|
|
Total fixed charges
|
$
|
1,071
|
|
|
|
||
Ratios
|
|
||
Ratio of earnings to fixed charges
|
2.8
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended
March 31, 2017
of Ford Motor Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Dated:
|
April 27, 2017
|
/s/ Mark Fields
|
|
|
Mark Fields
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended
March 31, 2017
of Ford Motor Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Dated:
|
April 27, 2017
|
/s/ Bob Shanks
|
|
|
Bob Shanks
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2017
, to which this statement is furnished as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
April 27, 2017
|
/s/ Mark Fields
|
|
|
Mark Fields
|
|
|
President and Chief Executive Officer
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2017
, to which this statement is furnished as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
April 27, 2017
|
/s/ Bob Shanks
|
|
|
Bob Shanks
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|