(Mark
One)
|
|
R
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
For
the fiscal year ended December 31, 2008
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|
or
|
|
£
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
For
the transition period from __________ to
__________
|
|
Commission
file number 1-3950
|
Delaware
|
38-0549190
|
(State
of incorporation)
|
(I.R.S.
employer identification no.)
|
One
American Road, Dearborn, Michigan
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48126
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(Address
of principal executive offices)
|
(Zip
code)
|
Title
of each class
|
Name
of each exchange on which registered (a)
|
|
Common
Stock, par value $.01 per share
|
New
York Stock Exchange
|
|
7.50%
Notes Due June 10, 2043
|
New
York Stock Exchange
|
|
|
||
Ford
Motor Company Capital Trust II
|
New
York Stock Exchange
|
|
6.50%
Cumulative Convertible Trust Preferred
|
||
Securities,
liquidation preference $50 per share
|
(a)
|
In
addition, shares of Common Stock of Ford are listed on certain stock
exchanges in Europe.
|
Document
|
Where
Incorporated
|
|
Proxy
Statement*
|
Part
III (Items 10, 11, 12, 13 and
14)
|
*
|
As
stated under various Items of this Report, only certain specified portions
of such document are incorporated by reference in this
Report.
|
Business Sector
|
Reportable
Segments
*
|
Description
|
Automotive:
|
Ford
North America
|
Primarily
includes the sale of Ford, Lincoln and Mercury brand vehicles and related
service parts in North America (the United States, Canada and Mexico),
together with the associated costs to design, develop, manufacture and
service these vehicles and parts,
as well as the sale
of Mazda6 vehicles produced by our consolidated subsidiary AutoAlliance
International, Inc. ("AAI")
.
|
Ford
South America
|
Primarily
includes the sale of Ford-brand vehicles and related service parts in
South America, together with the associated costs to design, develop,
manufacture and service these vehicles and parts.
|
|
Ford
Europe
|
Primarily
includes the sale of Ford-brand vehicles and related service parts in
Europe, Turkey and Russia, together with the associated costs to design,
develop, manufacture and service these vehicles and
parts.
|
|
Volvo
|
Primarily
includes the sale of Volvo brand vehicles and related service parts
throughout the world (including Europe, North and South America, and Asia
Pacific Africa), together with the associated costs to design, develop,
manufacture and service these vehicles and parts.
|
|
Ford
Asia Pacific Africa
|
Primarily
includes the sale of Ford-brand vehicles and related service parts in the
Asia Pacific region and South Africa, together with the associated costs
to design, develop, manufacture and service these vehicles and
parts.
|
|
Financial
Services:
|
Ford
Motor Credit Company
|
Primarily
includes vehicle-related financing, leasing, and
insurance.
|
Other
Financial Services
|
Includes
a variety of businesses including holding companies, real estate, and the
financing and leasing of some Volvo vehicles in
Europe.
|
*
|
As
reported in our Quarterly Report on Form 10-Q for the period ended
June 30, 2008, we sold Jaguar and Land Rover effective
June 2, 2008. Also, during the fourth quarter of
2008, we sold a portion of our equity in Mazda, reducing our ow
nership percentage
from approximately 33.4% to 13.78%. As a result, beginning with
the fourth quarter of 2008, we account for our interest in Mazda as
marketable securities and no longer report Mazda as an operating
segment.
|
Brand
|
Number
of Dealerships
at December 31,
2008
*
|
|||
Ford
|
11,827 | |||
Mercury
|
1,871 | |||
Lincoln
|
1,427 | |||
Volvo
|
2,341 |
*
|
Because
many of these dealerships distribute more than one of our brands from the
same sales location, a single dealership may be counted under more than
one brand.
|
▪
|
Wholesale
unit volumes;
|
▪
|
Margin
of profit on each vehicle sold; which in turn is affected by many factors,
including:
|
|
·
|
Mix
of vehicles and options sold;
|
|
·
|
Costs
of components and raw materials necessary for production of
vehicles;
|
|
·
|
Level
of "incentives" (e.g., price discounts) and other marketing
costs;
|
|
·
|
Costs
for customer warranty claims and additional service actions;
and
|
|
·
|
Costs
for safety, emission and fuel economy technology and equipment;
and
|
▪
|
As
with other manufacturers, a high proportion of relatively fixed costs,
including labor costs, such that small changes in wholesale unit volumes
can significantly affect overall
profitability.
|
Industry
Volume *
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
United
States
|
13.5 | 16.5 | 17.1 | 17.5 | 17.3 | |||||||||||||||
Ford
Europe
|
16.7 | 18.1 | 17.9 | 17.6 | 17.6 | |||||||||||||||
Ford
South America
|
4.3 | 4.1 | 3.2 | 2.7 | 2.2 | |||||||||||||||
Ford
Asia Pacific Africa
|
20.9 | 20.4 | 18.6 | 17.3 | 16.1 |
*
|
Throughout this
section, industry sales volume includes sales of medium and heavy
trucks. S
ee discussion of each market
below for definition of the markets we
track.
|
U.S.
Industry Sales
|
|||||||||||||||||||||
Years
Ended December 31,
|
|||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
|||||||||||||||||
Cars
|
7.1 | 7.9 | 8.1 | 7.9 | 7.7 | ||||||||||||||||
Trucks
|
6.4 | 8.6 | 9.0 | 9.6 | 9.6 |
U.S.
Industry Vehicle Mix of Sales by Segment
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
CARS
|
||||||||||||||||||||
Small
|
22.9 | % | 19.8 | % | 19.0 | % | 17.1 | % | 16.0 | % | ||||||||||
Medium
|
15.5 | 13.6 | 13.1 | 13.1 | 14.0 | |||||||||||||||
Large
|
6.1 | 7.0 | 7.5 | 7.4 | 6.8 | |||||||||||||||
Premium
|
7.8 | 7.8 | 7.6 | 7.8 | 7.7 | |||||||||||||||
Total
U.S. Industry Car Sales
|
52.3 | 48.2 | 47.2 | 45.4 | 44.5 | |||||||||||||||
TRUCK
S
|
||||||||||||||||||||
Compact
Pickup
|
2.8 | % | 3.2 | % | 3.5 | % | 3.9 | % | 4.0 | % | ||||||||||
Bus/Van
|
6.1 | 6.6 | 7.8 | 8.1 | 8.5 | |||||||||||||||
Full-Size
Pickup
|
11.9 | 13.5 | 13.3 | 14.6 | 14.7 | |||||||||||||||
SUV/CUV
|
24.9 | 26.5 | 25.2 | 25.5 | 26.1 | |||||||||||||||
Medium/Heavy
|
2.0 | 2.0 | 3.0 | 2.5 | 2.2 | |||||||||||||||
Total
U.S. Industry Truck Sales
|
47.7 | 51.8 | 52.8 | 54.6 | 55.5 | |||||||||||||||
Total
U.S. Industry Vehicle Sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Ford
U.S. Vehicle Mix of Sales by Segment*
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
CARS
|
||||||||||||||||||||
Small
|
15.0 | % | 12.8 | % | 12.5 | % | 11.6 | % | 10.9 | % | ||||||||||
Medium
|
9.3 | 7.8 | 12.9 | 8.2 | 9.4 | |||||||||||||||
Large
|
7.7 | 8.4 | 8.2 | 8.9 | 5.4 | |||||||||||||||
Premium
|
3.1 | 2.5 | 3.1 | 2.8 | 2.9 | |||||||||||||||
Total
Ford U.S. Car Sales
|
35.1 | 31.5 | 36.7 | 31.5 | 28.6 | |||||||||||||||
TRUCKS
|
||||||||||||||||||||
Compact
Pickup
|
3.4 | % | 3.0 | % | 3.4 | % | 4.1 | % | 5.0 | % | ||||||||||
Bus/Van
|
6.5 | 7.2 | 8.6 | 8.9 | 9.4 | |||||||||||||||
Full-Size
Pickup
|
27.2 | 29.1 | 29.6 | 30.7 | 30.2 | |||||||||||||||
SUV/CUV
|
27.4 | 28.6 | 21.1 | 24.3 | 26.4 | |||||||||||||||
Medium/Heavy
|
0.4 | 0.6 | 0.6 | 0.5 | 0.4 | |||||||||||||||
Total
Ford U.S. Truck Sales
|
64.9 | 68.5 | 63.3 | 68.5 | 71.4 | |||||||||||||||
Total
Ford U.S. Vehicle Sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
*
|
These
data include sales of Ford, Lincoln, and Mercury
vehicles.
|
U.S.
Car Market Shares (a)
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Ford
|
5.0 | % | 4.6 | % | 5.8 | % | 5.4 | % | 5.1 | % | ||||||||||
General
Motors
|
10.0 | 9.8 | 10.0 | 10.2 | 10.7 | |||||||||||||||
Chrysler
|
3.6 | 4.2 | 4.1 | 4.0 | 3.6 | |||||||||||||||
Toyota
|
10.0 | 9.2 | 8.6 | 7.4 | 6.3 | |||||||||||||||
Honda
|
6.6 | 5.3 | 4.9 | 4.8 | 4.9 | |||||||||||||||
Nissan
|
4.4 | 3.8 | 3.2 | 3.3 | 3.0 | |||||||||||||||
All
Other (b)
|
12.7 | 11.3 | 10.6 | 10.3 | 10.9 | |||||||||||||||
Total
U.S. Car Deliveries
|
52.3 | % | 48.2 | % | 47.2 | % | 45.4 | % | 44.5 | % |
U.S.
Truck Market Shares (a)
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Ford
|
9.2 | % | 10.0 | % | 10.2 | % | 11.6 | % | 12.9 | % | ||||||||||
General
Motors
|
12.1 | 13.6 | 14.1 | 15.6 | 16.4 | |||||||||||||||
Chrysler
|
7.2 | 8.4 | 8.4 | 9.2 | 9.1 | |||||||||||||||
Toyota
|
6.4 | 6.7 | 6.3 | 5.6 | 5.6 | |||||||||||||||
Honda
|
4.0 | 4.1 | 3.9 | 3.6 | 3.2 | |||||||||||||||
Nissan
|
2.7 | 2.7 | 2.8 | 2.9 | 2.7 | |||||||||||||||
All
Other (b)
|
6.1 | 6.3 | 7.1 | 6.1 | 5.6 | |||||||||||||||
Total
U.S. Truck Deliveries
|
47.7 | % | 51.8 | % | 52.8 | % | 54.6 | % | 55.5 | % |
U.S.
Combined Car and Truck
Market
Shares (a)
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Ford
|
14.2 | % | 14.6 | % | 16.0 | % | 17.0 | % | 18.0 | % | ||||||||||
General
Motors
|
22.1 | 23.4 | 24.1 | 25.8 | 27.1 | |||||||||||||||
Chrysler
|
10.8 | 12.6 | 12.5 | 13.2 | 12.7 | |||||||||||||||
Toyota
|
16.4 | 15.9 | 14.9 | 13.0 | 11.9 | |||||||||||||||
Honda
|
10.6 | 9.4 | 8.8 | 8.4 | 8.1 | |||||||||||||||
Nissan
|
7.1 | 6.5 | 6.0 | 6.2 | 5.7 | |||||||||||||||
All
Other (b)
|
18.8 | 17.6 | 17.7 | 16.4 | 16.5 | |||||||||||||||
Total
U.S. Car and Truck Deliveries
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
(a)
|
All
U.S. sales data are based on publicly available information from the media
and trade publications.
|
(b)
|
"All
Other" includes primarily companies based in Korea, other Japanese
manufacturers and various European manufacturers, and, with respect to the
U.S. Truck Market Shares table and U.S. Combined Car and Truck Market
Shares table, includes heavy truck
manufacturers.
|
Ford
Fleet Sales*
|
||||||||||||||||||||
Years
Ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Daily
Rental Units
|
237 | 304 | 447 | 440 | 415 | |||||||||||||||
Commercial
and Other Units
|
217 | 268 | 277 | 256 | 243 | |||||||||||||||
Government
Units
|
153 | 158 | 162 | 141 | 133 | |||||||||||||||
Total
Fleet Units
|
607 | 730 | 886 | 837 | 791 | |||||||||||||||
Percent
of Total U.S. Car and Truck Sales
|
32 | % | 30 | % | 32 | % | 28 | % | 25 | % |
*
|
These
data include sales of Ford, Lincoln, and Mercury
vehicles.
|
|
•
|
Retail
financing.
Purchasing retail installment sale contracts
and retail lease contracts from dealers, and offering financing to
commercial customers – primarily vehicle leasing companies and fleet
purchasers – to purchase or lease vehicle
fleets;
|
|
•
|
Wholesale
financing.
Making loans to dealers to finance the
purchase of vehicle inventory, also known as floorplan financing;
and
|
|
•
|
Other
financing.
Making loans to dealers for working capital,
improvements to dealership facilities, and to purchase or finance
dealership real estate.
|
United
States
|
Years
Ended
December
31,
|
|||||||||||
Financing
share – Ford, Lincoln, and Mercury
|
2008
|
2007
|
2006
|
|||||||||
Retail
installment and lease
|
39 | % | 38 | % | 44 | % | ||||||
Wholesale
|
77 | 78 | 80 | |||||||||
Europe
|
||||||||||||
Financing
share – Ford
|
||||||||||||
Retail
installment and lease
|
28 | % | 26 | % | 27 | % | ||||||
Wholesale
|
98 | 96 | 95 |
2008
|
2007
|
|||||||
Automotive
|
||||||||
Ford
North America
|
79 | 94 | ||||||
Ford
South America
|
15 | 14 | ||||||
Ford
Europe
|
70 | 68 | ||||||
Volvo
|
24 | 26 | ||||||
Ford
Asia Pacific Africa
|
15 | 17 | ||||||
Jaguar
Land Rover*
|
– | 16 | ||||||
Financial
Services
|
||||||||
Ford
Credit
|
10 | 11 | ||||||
Total
|
213 | 246 |
*
|
As
reported in our Quarterly Report on Form 10-Q for the period ended June
30, 2008, we completed the sale of Jaguar Land Rover operations on June 2,
2008.
|
Segment
|
Plants
|
Distribution
Centers/Warehouses
|
Engineering,
Research/Development
|
Sales
Offices
|
||||||||||||
Ford
North America
|
41 | * | 32 | 31 | 55 | |||||||||||
Ford
South America
|
7 | 1 | – | 8 | ||||||||||||
Ford
Europe
|
19 | 9 | 6 | 14 | ||||||||||||
Volvo
|
9 | 9 | 2 | 8 | ||||||||||||
Ford
Asia Pacific Africa
|
12 | 6 | 2 | 19 | ||||||||||||
Total
|
88 | 57 | 41 | 104 |
*
|
We
have announced plans to close a number of North American facilities as
part of our restructuring actions; facilities that have been closed to
date are not included in the table. For further discussio
n of our
restructuring, see "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations – Overview." The
table includes six facilities operated by Automotive Components Holdings,
LLC ("ACH"), which is controlled by us.
We had been
working to sell or close the majority of the 15 ACH component
manufacturing plants by year-end 2008. To date, we have sold
five ACH plants and closed another four. We plan to close a
fifth during 2009, and a sixth in 2011. We are exploring our
options for the remaining ACH plants (Milan, Sheldon Road, Saline and
Sandusky), and intend to transition these businesses to the supply base as
soon as practicable.
|
|
•
|
AutoAlliance International,
Inc. ("AAI")
— a 50/50 joint venture with Mazda (of which we own
approximately 13.78%), which operates as its principal business an
automobile vehicle assembly plant in Flat Rock, Michigan. AAI
currently produces the Mazda6 and Ford Mustang models. Ford
supplies all of the hourly and substantially all of the salaried labor
requirements to AAI, and AAI reimburses Ford for the full cost of that
labor.
|
|
•
|
Ford Otomotiv Sanayi Anonim
Sirketi ("Ford Otosan")
— a joint venture in Turkey between Ford
(41% partner), the Koc Group of Turkey (41% partner), and public investors
(18%) that is our single-source supplier of the Ford Transit Connect
vehicle and our sole distributor of Ford vehicles in Turkey. In
addition, Ford Otosan makes the Ford Transit series and the Cargo truck
for the Turkish and export markets, and certain engines and transmissions,
most of which are under license. This joint venture owns and
operates two plants, a parts distribution depot, and a newly opened
Product Development Center in
Turkey.
|
|
•
|
Getrag Ford Transmissions
GmbH
("Getrag
Ford")
— a 50/50 joint venture with Getrag Deutsche Venture GmbH
and Co. KG, a German company, to which we transferred our European manual
transmission operations, including plants, from Halewood, England;
Cologne, Germany; and Bordeaux, France. In 2004, Volvo Car
Corporation ("Volvo Cars") transferred its manual transmission business
from its Köping, Sweden plant to Getrag Ford. In 2008, we added
the Kechnec plant in Slovakia. Getrag Ford produces manual
transmissions for Ford Europe and Volvo. We currently supply
most of the hourly and salaried labor requirements of the operations
transferred to this joint venture. Our employees who worked at
the manual transmission operations transferred at the time of formation of
the joint venture are assigned to the joint venture. In the
event of surplus labor at the joint venture, our employees assigned to
Getrag Ford may return to Ford. Employees hired in the future
to work in these operations will be employed directly by Getrag
Ford. Getrag Ford reimburses us for the full cost of the hourly
and salaried labor we supply. This joint venture now operates
four plants.
|
|
•
|
Getrag All Wheel Drive
AB
— a joint venture in Sweden between Getrag Dana Holding GmbH
(60% partner) and Volvo Cars (40% partner). In January 2004,
Volvo Cars transferred to this joint venture its All Wheel Drive business
and its plant in Koping, Sweden. The joint venture produces
all-wheel drive components. As noted above, the manual
transmission operations at the Köping plant were transferred to Getrag
Ford. The hourly and salaried employees at the plant have
become employees of the joint
venture.
|
|
•
|
Tekfor Cologne GmbH
("Tekfor")
— a
50/50 joint venture of Ford-Werke GmbH ("Ford-Werke") and Neumayer Tekfor
GmbH, a German company, to which joint venture Ford-Werke transferred the
operations of the Ford forge in Cologne. The joint venture
produces forged components, primarily for transmissions and chassis, for
use in Ford vehicles and for sale to third parties. Those Ford
employees who worked at the Cologne Forge Plant at the time of the
formation of the joint venture are assigned to Tekfor by us and remain our
employees. In the event of surplus labor at the joint venture,
Ford employees assigned to Tekfor may return to Ford. New
workers at the joint venture will be hired as employees of the joint
venture. Tekfor reimburses us for the full cost of our
employees assigned to the joint venture. This joint venture
operates one plant.
|
|
•
|
Pininfarina Sverige, AB
— a joint venture between Volvo Cars (40% partner) and Pininfarina, S.p.A.
("Pininfarina") (60% partner). In September 2003, Volvo Cars
and Pininfarina established this joint venture for the engineering and
manufacture of niche vehicles, starting with a new, small convertible
(Volvo C70), which is distributed by Volvo. The joint venture
began production of the new car at the Uddevalla Plant in Sweden, which
was transferred from Volvo Cars to the joint venture in December 2005, and
is the joint venture's only plant.
|
|
•
|
Ford Vietnam Limited
—
a joint venture between Ford (75% partner) and Song Cong Diesel (25%
partner). Ford Vietnam assembles and distributes several Ford
vehicles in Vietnam, including Escape, Everest, Focus, Mondeo, Ranger and
Transit models. This joint venture operates one
plant.
|
|
•
|
Ford Lio Ho Motor Company Ltd.
("FLH")
— a joint venture in Taiwan among Ford (70% partner), the
Lio Ho Group (25% partner) and individual shareholders (5% ownership in
aggregate) that assembles a variety of Ford and Mazda vehicles sourced
from Ford as well as Mazda. In addition to domestic assembly, FLH also has
local product development capability to modify vehicle designs for local
needs, and imports Ford-brand built-up vehicles from Europe and the United
States. This joint venture operates one
plant.
|
|
•
|
AutoAlliance (Thailand) Co.
Ltd. ("AAT")
— a joint venture among Ford (50%), Mazda (45%) and a
Thai affiliate of Mazda's (5%), which owns and operates a manufacturing
plant in Rayong, Thailand. AAT produces the Ford Everest, Ford
Ranger and Mazda B-Series pickup trucks for the Thai market and for export
to over 100 countries worldwide (other than North America), in both
built-up and kit form. AAT has announced plans to build a new,
highly flexible passenger car plant that will utilize state-of-the-art
manufacturing technologies and will produce both Ford and Mazda badged
small cars beginning in 2009.
|
|
•
|
Blue Diamond Truck, S. de R.L.
de C.V.
("Blue
Diamond Truck")
— a joint venture between Ford (49% partner) and
Navistar International Corporation (formerly known as International Truck
and Engine Corporation) (51% partner) ("Navistar"). Blue
Diamond Truck develops and manufactures selected medium and light
commercial trucks in Mexico and sells the vehicles to Ford and Navistar
for their own independent distribution. Blue Diamond Truck
manufactures Ford F-650/750 medium-duty commercial trucks that are sold in
the United States and Canada; Navistar medium-duty commercial trucks that
are sold in Mexico; and a low-cab-forward, light-/medium-duty commercial
truck for each of Ford and Navistar. By agreement of the
parties in January 2009, the joint venture will continue and, among other
things, over the next several months, Navistar will acquire additional
equity in the joint venture such that Navistar's percentage interest in
the joint venture will be 75% and Ford's interest will be
25%.
|
|
•
|
Tenedora Nemak, S.A. de
C.V.
— a joint venture between Ford (6.75% partner) and a
subsidiary of Mexican conglomerate Alfa S.A. de C.V. (93.25% partner),
which owns and operates, among other facilities, a portion of our former
Canadian castings operations, and supplies engine blocks and heads to
several of our engine plants. Ford supplies a portion of the hourly labor
requirements for the Canadian plant, for which it is fully reimbursed by
the joint venture.
|
|
•
|
Changan Ford Mazda Automobile
Corporation, Ltd. ("CFMA")
— a joint venture among Ford (35%
partner), Mazda (15% partner), and the Chongqing Changan Automobile Co.,
Ltd. ("Changan") (50% partner). Through its facility in the
Chinese cities of Chongqing and Nanjing, CFMA produces and distributes in
China the Ford Mondeo, Focus, S-max and Fiesta, the Mazda2, the Mazda3 and
the Volvo S40.
|
|
•
|
Changan Ford Mazda Engine
Company, Ltd. ("CFME")
— a joint venture among Ford (25% partner),
Mazda (25% partner), and the Chongqing Changan Automobile Co., Ltd (50%
partner). CFME is located in the City of Nanjing, and produces
the Ford New I4 and Mazda BZ engines in support of the assembly of Ford-
and Mazda-branded vehicles manufactured in
China.
|
|
•
|
Jiangling Motors Corporation,
Ltd. ("JMC")
— a publicly-traded company in China with Ford (30%
shareholder) and Jiangxi Jiangling Holdings, Ltd. (41% shareholder) as its
controlling shareholders. Jiangxi Jiangling Holdings, Ltd. is a
50/50 joint venture between Chongqing Changan Automobile Co., Ltd. and
Jiangling Motors Company Group. The public investors of JMC own
29% of its outstanding shares. JMC assembles the Ford Transit
van and other non-Ford-technology-based vehicles for distribution in
China.
|
Name
|
Position
|
Present
Position
Held
Since
|
Age
|
|||
William
Clay Ford, Jr. (a)
|
Executive
Chairman and Chairman of the Board
|
September
2006
|
51
|
|||
Alan
Mulally (b)
|
President
and Chief Executive Officer
|
September
2006
|
63
|
|||
Michael
E. Bannister
|
Executive
Vice President – Chairman and Chief Executive Officer,
Ford
Motor Credit Company
|
October
2007
|
59
|
|||
Lewis
W. K. Booth
|
Executive
Vice President and Chief Financial Officer
|
November
2008
|
60
|
|||
Mark
Fields
|
Executive Vice
Pr
esident – President, The Americas
|
October
2005
|
48
|
|||
John
Fleming
|
Executive
Vice President – Chairman, Ford Europe and Volvo
|
November
2008
|
58
|
|||
John
G. Parker
|
Executive
Vice President – Asia Pacific Africa
|
September
2006
|
61
|
|||
Tony
Brown
|
Group V
ice
President – Purchasing
|
April
2008
|
52
|
|||
Mei-Wei
Cheng
|
Group
Vice President – Executive Chairman, Ford Motor Company
China
|
April
2008
|
58
|
|||
Sue
Cischke
|
Group
Vice President – Sustainability, Environment and Safety
Engineering
|
April
2008
|
54
|
|||
James
D. Farley
|
Group
Vice President – Sales, Marketing and Communications
|
November
2007
|
46
|
|||
Felicia
Fields
|
Group
Vice President – Human Resources and Corporate Services
|
April
2008
|
43
|
|||
Bennie
Fowler
|
Group
Vice President – Quality
|
April
2008
|
52
|
|||
Joseph
R. Hinrichs
|
Group
Vice President – Manufacturing
|
January
2008
|
42
|
|||
Derrick
M. Kuzak
|
Group
Vice President – Product Development
|
December
2006
|
57
|
|||
David
G. Leitch
|
Group
Vice President and General Counsel
|
April
2005
|
48
|
|||
J
C. Mays
|
Gro
up Vice
President – Design and Chief Creative Officer
|
August
2003
|
54
|
|||
Ziad
S. Ojakli
|
Group
Vice President – Government and Community Relations
|
January
2004
|
41
|
|||
Nick
Smither
|
Group
Vice President – Information Technology
|
April
2008
|
50
|
|||
Peter
J. Daniel
|
Senior
Vice President and Controller
|
September
2006
|
61
|
(a)
|
Also
a Director, Chair of the Office of the Chairman and Chief Executive, Chair
of the Finance Committee and a member of the Sustainability Committee of
the Board of Directors.
|
(b)
|
Also a Director and member of the
Office of the Chairman and Chief Executive and the Finance Committee of
the Board of Directors.
|
|
§
|
Prior
to joining Ford in November 2007, Mr. Farley was Group Vice President and
General Manager of Lexus, responsible for all sales, marketing and
customer satisfaction activities for Toyota’s luxury
brand. Before leading Lexus, he served as group vice president
of Toyota Division marketing and was responsible for all Toyota Division
market planning, advertising, merchandising, sales promotion, incentives
and Internet activities.
|
|
§
|
Prior
to joining Ford in September 2006, Mr. Mulally served as Executive Vice
President of The Boeing Company, and President and Chief Executive Officer
of Boeing Commercial Airplanes. Mr. Mulally also was a member
of Boeing's Executive Council, and served as Boeing's senior executive in
the Pacific Northwest. He was named Boeing's president of
Commercial Airplanes in September 1998; the responsibility of chief
executive officer for the business unit was added in March
2001.
|
|
§
|
Mr.
Leitch served as the Deputy Assistant and Deputy Counsel to President
George W. Bush from December 2002 to March 2005. From
June 2001 until December 2002, he served as Chief Counsel for the Federal
Aviation Administration, overseeing a staff of 290 in Washington and the
agency's 11 regional offices. Prior to June 2001, Mr. Leitch
was a partner at Hogan & Hartson LLP in Washington D.C., where his
practice focused on appellate litigation in state and federal
court.
|
2007
|
2008
|
|||||||||||||||||||||||||||||||
Ford
Common Stock price per share (a)
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||||||||||||||
High
|
$ | 8.97 | $ | 9.70 | $ | 9.64 | $ | 9.24 | $ | 6.94 | $ | 8.79 | $ | 6.33 | $ | 5.47 | ||||||||||||||||
Low
|
7.43 | 7.67 | 7.49 | 6.65 | 4.95 | 4.46 | 4.17 | 1.01 | ||||||||||||||||||||||||
Dividends
per share of Ford Common and Class B Stock (b)
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
(a)
|
New
York Stock Exchange composite interday prices as listed in the price
history database available at
www.NYSEnet.com.
|
(b)
|
On
December 15, 2006, we entered into a secured credit facility which
contains a covenant prohibiting us from paying dividends (other than
dividends payable solely in stock) on our Common and Class B Stock,
subject to certain limited exceptions. As a result, it is
unlikely that we will pay any dividends in the foreseeable
future. See Note 16 of the Notes to the Financial Statements
for more information regarding the secured credit facility and related
covenants.
|
Period
|
Total
Number of Shares Purchased*
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs**
|
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased
Under the Plans or Programs**
|
||||||||||||
Oct.
1, 2008 through Oct. 31, 2008
|
98,811 | $ | 2.19 | – | – | |||||||||||
Nov.
1, 2008 through Nov. 30, 2008
|
9,165 | 1.80 | – | – | ||||||||||||
Dec.
1, 2008 through Dec. 31, 2008
|
8,807 | 2.41 | – | – | ||||||||||||
Total/Average
|
116,783 | 2.18 | – | – |
*
|
The
shares purchased were acquired from our employees or directors in
accordance with our various compensation plans as a result of share
withholdings to pay income taxes with respect to: (i) the lapse
of restrictions on restricted stock; (ii) the issuance of unrestricted
stock, including issuances as a result of the conversion of restricted
stock equivalents;
or
(iii) payment of the exercise price and related income taxes with
respect to certain exercises of stock
options.
|
**
|
No
publicly announced repurchase program in
place.
|
|
·
|
Aggressively
restructure to operate profitably at the current demand and changing model
mix;
|
|
·
|
Accelerate
development of new products our customers want and
value;
|
|
·
|
Finance
our plan and improve our balance sheet;
and
|
|
·
|
Work
together effectively as one team, leveraging our global
assets.
|
|
·
|
Reduced
hourly and salaried personnel levels in North America (including ACH) by
more than 60,000 employees, with additional salaried personnel
reductions of about 1,200 in January
2009;
|
|
·
|
Negotiated
transformational labor agreement with the UAW in 2007, including lower
wage structure for new employees, flexible work rules, and transfer of
long-term responsibility for retiree health care as described in more
detail in our 2007 Form 10-K
Report;
|
|
·
|
Closed
12 manufacturing facilities in North America (including ACH
facilities);
|
|
·
|
Divested
substantial non-core assets, including Aston Martin and Jaguar Land Rover
operations, allowing us to further focus our resources on our "One Ford"
vision;
|
|
·
|
Sold
a significant portion of our ownership in
Mazda;
|
|
·
|
Improved
vehicle quality around the world, and undertaken plans to introduce our
smaller, more fuel-efficient European vehicles to the North American
market; and
|
|
·
|
Exceeded
our goal of reducing cumulative annual North America Automotive operating
costs by more than $5 billion (at constant volume, mix and exchange,
excluding special items).
|
·
|
Reducing
North American salaried personnel-related costs by an additional 10
percent by the end of January 2009, in addition to personnel-related cost
actions already taken or underway
globally.
|
·
|
Eliminating
merit pay increases for North America salaried employees in 2009, and
eliminating performance bonuses for global salaried employees, including
the Annual Incentive Compensation Plan for the 2008 performance
year.
|
·
|
Suspending
matching funds for U.S. salaried employees participating in Ford’s Savings
and Stock Investment Plan.
|
·
|
Reducing
annual capital spending to between $5 billion and $5.5 billion, primarily
enabled by reduced launch costs and increased efficiencies in Ford’s
global product development system.
|
·
|
Reducing
engineering, manufacturing, information technology and advertising costs
through greater global
efficiencies.
|
·
|
Reducing
inventories globally and achieving other working capital
improvements.
|
·
|
Returning
capital from Ford Credit consistent with its plan for a smaller balance
sheet and focus on core Ford
brands.
|
·
|
Continuing
to develop incremental sources of Automotive funding, including divesting
non-core operations and assets, and reducing our
debt.
|
2008
|
2007
|
2006
|
||||||||||
Income/(Loss)
before income taxes
|
||||||||||||
Automotive
sector
|
$ | (11,823 | ) | $ | (4,970 | ) | $ | (17,040 | ) | |||
Financial
Services sector
|
(2,581 | ) | 1,224 | 1,966 | ||||||||
Total
Company
|
(14,404 | ) | (3,746 | ) | (15,074 | ) | ||||||
Provision
for/(Benefit from) income taxes (a)
|
63 | (1,294 | ) | (2,655 | ) | |||||||
Minority
interests in net income/(loss) of subsidiaries (b)
|
214 | 312 | 210 | |||||||||
Income/(Loss)
from continuing operations
|
(14,681 | ) | (2,764 | ) | (12,629 | ) | ||||||
Income/(Loss)
from discontinued operations
|
9 | 41 | 16 | |||||||||
Net
income/(loss)
|
$ | (14,672 | ) | $ | (2,723 | ) | $ | (12,613 | ) |
(a)
|
See
Note 19 of the Notes to the Financial Statements for disclosure regarding
2008 effective tax rate.
|
(b)
|
Primarily
related to Ford Europe's consolidated 41%-owned affiliate, Ford
Otosan. The pre-tax results for Ford Otosan were $531 million
in 2008, $551 million in 2007, and $509 million in
2006. See "Item 2. Properties" for additional discussion of
Ford Otosan. The decrease in 2008 primarily reflected the
accelerated depreciation related to AAI's acquisition of leased
facility.
|
Automotive
Sector
|
2008
|
2007
|
2006
|
|||||||||
Ford
North America
|
||||||||||||
Fixed
asset impairment charges
|
$ | (5,300 | ) | $ | — | $ | (2,200 | ) | ||||
Personnel-reduction
programs
|
(873 | ) | (829 | ) | (2,934 | ) | ||||||
Gain/(Loss)
on sale of ACH plants/assets
|
(324 | ) | 3 | — | ||||||||
Accelerated
depreciation related to AAI acquisition of leased facility
|
(306 | ) | — | — | ||||||||
U.S.
dealer consolidation (including dealer goodwill
impairment)
|
(219 | ) | — | — | ||||||||
Supplier
settlement/Other
|
(202 | ) | — | — | ||||||||
Ballard
restructuring
|
(70 | ) | — | — | ||||||||
Pension
curtailment charges
|
— | (180 | ) | (2,741 | ) | |||||||
Variable
marketing –change in business pr
actice
(a)
|
— | (1,099 | ) | — | ||||||||
U.S.
plant idlings (primarily fixed-asset write-offs)
|
— | — | (281 | ) | ||||||||
Job
Security Benefits (b)
|
344 | 80 | (1,826 | ) | ||||||||
Retiree
health care (primarily curtailment gains)
|
2,583 | 1,332 | — | |||||||||
Total
Ford North America
|
(4,367 | ) | (693 | ) | (9,982 | ) | ||||||
Ford
South America
|
||||||||||||
Legal
settlement relating to social welfare tax liability
|
— | — | 110 | |||||||||
Ford
Europe
|
||||||||||||
Personnel-reduction
programs
|
(82 | ) | (90 | ) | (84 | ) | ||||||
Variable
marketing –change in business practice (a)
|
— | (120 | ) | — | ||||||||
Plant
idling/closure
|
— | (43 | ) | — | ||||||||
Total
Ford Europe
|
(82 | ) | (253 | ) | (84 | ) | ||||||
Volvo
|
||||||||||||
Personnel-reduction
programs/Other
|
(194 | ) | (67 | ) | (217 | ) | ||||||
Dealer
restructuring
|
(31 | ) | — | — | ||||||||
Goodwill
impairment charges
|
— | (2,400 | ) | — | ||||||||
Variable
marketing –change in business practice (a)
|
— | (87 | ) | — | ||||||||
Total
Volvo
|
(225 | ) | (2,554 | ) | (217 | ) | ||||||
Ford
Asia Pacific Africa
|
||||||||||||
Personnel-reduction
programs/Other
|
(137 | ) | (23 | ) | (65 | ) | ||||||
Variable
marketing –change in business practice (a)
|
— | (15 | ) | — | ||||||||
Total
Ford Asia Pacific Africa
|
(137 | ) | (38 | ) | (65 | ) | ||||||
Mazda
|
||||||||||||
Impairment
of dealer network goodwill
|
(214 | ) | — | — | ||||||||
Loss
on sale of Mazda shares
|
(121 | ) | — | — | ||||||||
Personnel-reduction
programs –AAI
|
— | — | (38 | ) | ||||||||
Mazda
pension transfer
|
— | — | 115 | |||||||||
Total
Mazda
|
(335 | ) | — | 77 | ||||||||
Other
Automotive
|
||||||||||||
Returns
on the assets held in the TAA
|
(509 | ) | — | — | ||||||||
Initial
mark-to-market adjustment on Mazda marketable securities
|
(80 | ) | — | — | ||||||||
Loss
on conversion of convertible securities
|
— | (632 | ) | — | ||||||||
Gain
on exchange and purchase of debt securities
|
141 | 120 | — | |||||||||
Total
Other Automotive sector
|
(448 | ) | (512 | ) | — | |||||||
Jaguar
Land Rover and Aston Martin
|
||||||||||||
Held-for-sale
impairment/loss on sale of Jaguar Land Rover
|
(559 | ) | — | — | ||||||||
Net
gains/(losses) on certain Jaguar Land Rover undesignated
hedges
|
(19 | ) | 143 | — | ||||||||
Personnel-reduction
programs
|
(4 | ) | (120 | ) | (161 | ) | ||||||
Fixed
asset impairment charges
|
— | — | (1,600 | ) | ||||||||
Sale
of Aston Martin (primarily the gain on sale)
|
— | 208 | — | |||||||||
Vari
able
marketing –change in business practice (a)
|
— | (53 | ) | — | ||||||||
Jaguar
Land Rover operating profits for 2008/Other
|
614 | — | — | |||||||||
Total
Jaguar Land Rover and Aston Martin
|
32 | 178 | (1,761 | ) | ||||||||
Total
Automotive sector
|
(5,562 | ) | (3,872 | ) | (11,922 | ) | ||||||
Financial
Services Sector
|
||||||||||||
Ford
Credit net operating lease impairment charges
|
(2,086 | ) | — | — | ||||||||
Total
|
$ | (7,648 | ) | $ | (3,872 | ) | $ | (11,922 | ) |
(a)
|
Represents
a one-time, non-cash charge related to a change in our business practice
for offering and announcing retail variable marketing incentives to our
dealers. See our Annual Report on Form 10-K for the year ended
December 31, 2007 for discussion of this change in business
practice.
|
(b)
|
See
Note 18 of the Notes to the Financial Statements for definition and
discussion of Job Security
Benefits.
|
2008
|
2007
|
2008
Over/
(Under)
2007
|
||||||||||
Ford
North America *
|
$ | (10,248 | ) | $ | (4,139 | ) | $ | (6,109 | ) | |||
Ford
South America
|
1,230 | 1,172 | 58 | |||||||||
Ford
Europe
|
970 | 744 | 226 | |||||||||
Volvo
|
(1,690 | ) | (2,718 | ) | 1,028 | |||||||
Ford
Asia Pacific Africa
|
(290 | ) | 2 | (292 | ) | |||||||
Mazda
|
(105 | ) | 182 | (287 | ) | |||||||
Total
ongoing Automotive operations
|
(10,133 | ) | (4,757 | ) | (5,376 | ) | ||||||
Other
Automotive
|
(1,722 | ) | (1,059 | ) | (663 | ) | ||||||
Total
ongoing Automotive
|
(11,855 | ) | (5,816 | ) | (6,039 | ) | ||||||
Jaguar
Land Rover and Aston Martin
|
32 | 846 | (814 | ) | ||||||||
Total
Automotive sector
|
$ | (11,823 | ) | $ | (4,970 | ) | $ | (6,853 | ) |
|
* Includes
the sales of Mazda6 by our consolidated subsidiary,
AAI.
|
Sales
(a)
(in
billions)
|
Wholesales
(b)
(in
thousands)
|
|||||||||||||||||||||||||||||||
2008
|
2007
|
2008
Over/(Under)
2007
|
2008
|
2007
|
2008
Over/(Under)
2007
|
|||||||||||||||||||||||||||
Ford
North America (c)
|
$ | 53.4 | $ | 70.4 | $ | (17.0 | ) | (24 | )% | 2,329 | 2,890 | (561 | ) | (19 | )% | |||||||||||||||||
Ford
South America
|
8.6 | 7.6 | 1.0 | 14 | 435 | 438 | (3 | ) | (1 | ) | ||||||||||||||||||||||
Ford
Europe
|
39.0 | 36.3 | 2.7 | 7 | 1,820 | 1,918 | (98 | ) | (5 | ) | ||||||||||||||||||||||
Volvo
|
14.7 | 17.8 | (3.1 | ) | (17 | ) | 359 | 482 | (123 | ) | (26 | ) | ||||||||||||||||||||
Ford
Asia Pacific Africa (d)
|
6.5 | 7.0 | (0.5 | ) | (8 | ) | 464 | 535 | (71 | ) | (13 | ) | ||||||||||||||||||||
Total
ongoing Automotive operations
|
122.2 | 139.1 | (16.9 | ) | (12 | ) | 5,407 | 6,263 | (856 | ) | (14 | ) | ||||||||||||||||||||
Jaguar
Land Rover and Aston Martin
|
7.0 | 15.3 | (8.3 | ) | (54 | ) | 125 | 292 | (167 | ) | (57 | ) | ||||||||||||||||||||
Total
Automotive sector
|
$ | 129.2 | $ | 154.4 | $ | (25.2 | ) | (16 | ) | 5,532 | 6,555 | (1,023 | ) | (16 | ) |
(a)
|
2008
over/(under) 2007 sales percentages are computed using unrounded sales
numbers.
|
(b)
|
Wholesale
unit volumes generally are reported on a where-sold basis, and include all
Ford-badged units and units manufactured by Ford that are sold to other
manufacturers, as well as units distributed for other
manufacturers. Vehicles sold to daily rental car companies that
are subject to a guaranteed repurchase option, as well as other sales of
finished vehicles for which the recognition of revenue is deferred (e.g.,
consignments), are included in wholesale unit
volumes.
|
(c)
|
Includes
sales of Mazda6 by our consolidated subsidiary,
AAI.
|
(d)
|
Included
in wholesale unit volumes of Ford Asia Pacific Africa are Ford-badged
vehicles sold in China and Malaysia by certain unconsolidated affiliates
totaling about 185,000 and 205,000 units in 2008 and 2007,
respectively. "Sales" above does not include revenue from these
units.
|
(a)
|
Dealer-owned
stocks represent our estimate of vehicles shipped to our customers
(dealers) and not yet sold by the dealers to their retail customers, as
well as some vehicles reflected in our
inventory.
|
(b)
|
Includes
only Ford and, in certain markets (primarily the United States), Lincoln
and Mercury brands.
|
(c)
|
South
America market share is based on estimated vehicle retail sales for our
six major markets (Argentina, Brazil, Chile, Colombia, Ecuador, and
Venezuela).
|
(d)
|
European
2008 market share is based, in part, on estimated vehicle registrations
for the 19 European markets we track See "Item 1. Business" for
discussion of these markets.
|
(e)
|
Asia
Pacific and Africa 2008 market share is based on estimated vehicle retail
sales for our 12 major markets (Australia, China, Japan, India, Indonesia,
Malaysia, New Zealand, Philippines, South Africa, Taiwan, Thailand, and
Vietnam).
|
(f)
|
Dealer-owned
stocks for Asia Pacific and Africa include primarily Ford-brand vehicles
as well as a small number of units distributed for other
manufacturers.
|
Explanation
of Cost Changes
|
2008
Better/(Worse)
Than
2007
|
|||||
Manufacturing
and engineering
|
Largely
explained by hourly and salaried personnel reductions in North America and
efficiencies in our plants and processes
|
$ | 1.5 | |||
Spending-related
|
Primarily
reflecting lower expense related to the North America asset impairment at
the end of the second quarter and the non-recurrence of accelerated
depreciation and amortization for facilities that recently
closed
|
1.3 | ||||
Pension
and OPEB
|
Primarily
reflecting health care efficiencies and the effect of U.S. hourly retiree
health care VEBA agreement
|
1.2 | ||||
Overhead
|
Primarily
reduced salaried personnel levels
|
1.0 | ||||
Advertising
& sales promotions
|
Primarily
decreased advertising costs in North America
|
0.4 | ||||
Warranty-related
|
Largely
explained by quality improvements
|
0.1 | ||||
Net
product costs
|
More
than explained by commodity cost increases and unfavorable mark-to-market
adjustments on commodity hedges
|
(1.2 | ) | |||
Total
|
$ | 4.3 |
2007
|
2006
|
2007
Over/
(Under)
2006
|
||||||||||
Ford
North America*
|
$ | (4,139 | ) | $ | (15,992 | ) | $ | 11,853 | ||||
Ford
South America
|
1,172 | 661 | 511 | |||||||||
Ford
Europe
|
744 | 371 | 373 | |||||||||
Volvo
|
(2,718 | ) | (256 | ) | (2,462 | ) | ||||||
Ford
Asia Pacific Africa
|
2 | (250 | ) | 252 | ||||||||
Mazda
|
182 | 245 | (63 | ) | ||||||||
Total
ongoing Automotive operations
|
(4,757 | ) | (15,221 | ) | 10,464 | |||||||
Other
Automotive
|
(1,059 | ) | 247 | (1,306 | ) | |||||||
Total
ongoing Automotive
|
(5,816 | ) | (14,974 | ) | 9,158 | |||||||
Jaguar
Land Rover and Aston Martin
|
846 | (2,066 | ) | 2,912 | ||||||||
Total
Automotive sector
|
$ | (4,970 | ) | $ | (17,040 | ) | $ | 12,070 |
Sales
(a)
(in
billions)
|
Wholesales
(b)
(in
thousands)
|
|||||||||||||||||||||||||||||||
2007
|
2006
|
2007
Over/(Under)
2006
|
2007
|
2006
|
2007
Over/(Under)
2006
|
|||||||||||||||||||||||||||
Ford
North America (c)
|
$ | 70.4 | $ | 70.7 | $ | (0.3 | ) | — | % | 2,890 | 3,123 | (233 | ) | (7 | )% | |||||||||||||||||
|
||||||||||||||||||||||||||||||||
Ford
South America
|
7.6 | 5.7 | 1.9 | 33 | 438 | 381 | 57 | 15 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Ford
Europe
|
36.3 | 30.4 | 5.9 | 20 | 1,918 | 1,846 | 72 | 4 | ||||||||||||||||||||||||
Volvo
|
17.8 | 16.1 | 1.7 | 10 | 482 | 460 | 22 | 5 | ||||||||||||||||||||||||
Ford
Asia Pacific Africa (d)
|
7.0 | 6.5 | 0.5 | 8 | 535 | 517 | 18 | 3 | ||||||||||||||||||||||||
Total
ongoing Automotive operations
|
139.1 | 129.4 | 9.7 | 8 | 6,263 | 6,327 | (64 | ) | (1 | ) | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Jaguar
Land Rover and Aston Martin
|
15.3 | 13.9 | 1.4 | 10 | 292 | 270 | 22 | 8 | ||||||||||||||||||||||||
Total
Automotive sector
|
$ | 154.4 | $ | 143.3 | $ | 11.1 | 8 | % | 6,555 | 6,597 | (42 | ) | (1 | )% |
(a)
|
2007
over/(under) 2006 sales percentages are computed using unrounded sales
numbers.
|
(b)
|
Wholesale
unit volumes generally are reported on a where-sold basis, and include all
Ford-badged units and units manufactured by Ford that are sold to other
manufacturers, as well as units distributed for other
manufacturers. Vehicles sold to daily rental car companies that
are subject to a guaranteed repurchase option, as well as other sales of
finished vehicles for which the recognition of revenue is
deferred (e.g., consignments), are included in wholesale unit
volumes. For a discussion of our revenue recognition policy for
these sales, see Note 2 of the Notes to the Financial
Statements.
|
(c)
|
Reflects
sales of Mazda6 by our consolidated subsidiary,
AAI.
|
(d)
|
Included
in wholesale unit volumes of Ford Asia Pacific and Africa are Ford-badged
vehicles sold in China and Malaysia by certain unconsolidated affiliates
totaling about 205,000 and 158,000 units in 2007 and 2006,
respectively. "Sales" above does not include revenue from these
units.
|
Dealer-Owned
Stocks (a)
|
||||||||||||||||||||||||
Market
Share
|
(in
thousands)
|
|||||||||||||||||||||||
Market
|
2007
|
2006
|
2007
Over/(Under)
2006
|
2007
|
2006
|
2007
Over/(Under)
2006
|
||||||||||||||||||
United
States (b)
|
14.6 | % | 16.0 | % | (1.4 | )pts. | 533 | 570 | (37 | ) | ||||||||||||||
South
America (b) (c)
|
10.7 | 11.5 | (0.8 | ) | 36 | 40 | (4 | ) | ||||||||||||||||
Europe
(b) (d)
|
8.5 | 8.5 | — | 317 | 322 | (5 | ) | |||||||||||||||||
Volvo
- U.S./Europe (d)
|
0.6/1.5 | 0.7/1.4 | (0.1.)/0.1 | 24/43 | 19/44 | 5/ | (1) | |||||||||||||||||
Asia
Pacific and Africa (b) (e) (f)
|
2.3 | 2.4 | (0.1 | ) | 58 | 50 | 8 |
(a)
|
Dealer-owned
stocks represent our estimate of vehicles shipped to our customers
(dealers) and not yet sold by the dealers to their retail customers, as
well as some vehicles reflected in our
inventory.
|
(b)
|
Includes
only Ford and, in certain markets (primarily the United States), Lincoln
and Mercury brands.
|
(c)
|
South
America market share is based on estimated vehicle retail sales for our
six major markets (Argentina, Brazil, Chile, Colombia, Ecuador, and
Venezuela).
|
(d)
|
European
2007 market share is based, in part, on estimated vehicle registrations
for the 19 European markets we track. See "Item 1. Business"
for discussion of these
markets.
|
(e)
|
Asia
Pacific and Africa 2007 market share is based on estimated vehicle retail
sales for our 12 major markets (Australia, China, Japan, India, Indonesia,
Malaysia, New Zealand, Philippines, South Africa, Taiwan, Thailand, and
Vietnam).
|
(f)
|
Dealer-owned
stocks for Asia Pacific and Africa include primarily Ford-brand vehicles
as well as a small number of units distributed for other
manufacturers.
|
Explanation
of Cost Changes
|
2007
Better/(Worse) Than
2006
|
|||||
Warranty-related
|
Primarily
the non-recurrence of adverse 2006 adjustments to Jaguar and Land Rover
warranty accruals, and improvements in most operations
|
$ | 1.0 | |||
Manufacturing
and engineering
|
Primarily
hourly and salaried personnel reductions and efficiencies in our plants
and processes
|
0.8 | ||||
Pension
and OPEB
|
Primarily
the favorable impact associated with the mid-2006 implementation of our
2005 retiree health care cost sharing agreement with the UAW, ongoing
improvements related to curtailments,
and higher pension
asset returns
|
0.8 | ||||
Spending-related
|
Primarily
reduced depreciation resulting from 2006 asset impairments, as well
as lower accelerated depreciation related to our efforts to reduce
production capacity
|
0.8 | ||||
Overhead
|
Primarily
salaried personnel reductions
|
0.5 | ||||
Advertising
& sales promotions
|
Primarily
increased advertising costs
|
(0.2 | ) | |||
Net
product costs
|
Primarily
added product content (including diesel engine emission requirements) and
higher commodity costs, offset partially by material cost
reductions
|
(1.9 | ) | |||
Total
|
$ | 1.8 |
Revenues
(in
billions)
|
Income/(Loss)
Before Income Taxes
(in
millions)
|
|||||||||||||||||||||||
2008
|
2007
|
2008
Over/(Under)
2007
|
2008
|
2007
|
2008
Over/(Under)
2007
|
|||||||||||||||||||
Ford
Credit
|
$ | 16.7 | $ | 17.8 | $ | (1.1 | ) | $ | (2,559 | ) | $ | 1,215 | $ | (3,774 | ) | |||||||||
Other
Financial Services
|
0.4 | 0.3 | 0.1 | (22 | ) | 9 | (31 | ) | ||||||||||||||||
Total
|
$ | 17.1 | $ | 18.1 | $ | (1.0 | ) | $ | (2,581 | ) | $ | 1,224 | $ | (3,805 | ) |
|
•
|
On-balance sheet
basis
. Includes the receivables and leases Ford Credit
owns and securitized receivables and leases that remain on Ford Credit's
balance sheet (includes other structured financings and factoring
transactions that have features similar to
securitizations);
|
|
•
|
Securitized off-balance sheet
basi
s. Includes receivables sold in securitization
transactions that, when sold, do not remain on Ford Credit's balance
sheet;
|
|
•
|
Managed
basis
. Includes on-balance sheet receivables, excluding
unearned interest supplements related to finance receivables, and
securitized off-balance sheet receivables that Ford Credit continues to
service; and
|
|
•
|
Serviced
basis
. Includes managed receivables and leases, and
receivables sold in whole-loan sale transactions where Ford Credit retains
no interest in the sold receivables, but which it continues to
service.
|
December
31,
|
||||||||
On-Balance
Sheet
|
2008
|
2007
|
||||||
Finance
receivables
|
||||||||
Retail
installment
|
$ | 62.8 | $ | 73.3 | ||||
Wholesale
|
27.7 | 34.7 | ||||||
Other
|
2.8 | 3.4 | ||||||
Total
finance receivables, net
|
93.3 | 111.4 | ||||||
Net
investment in operating leases
|
22.5 | 29.7 | ||||||
Total
on-balance sheet (a)(b)
|
$ | 115.8 | $ | 141.1 | ||||
Unearned
Interest Supplements
— included in Finance
receivables
|
$ | 1.3 | $ | — | ||||
Securitized
Off-Balance Sheet
|
||||||||
Finance
receivables
|
||||||||
Retail
installment
|
$ | 0.6 | $ | 6.0 | ||||
Wholesale
|
— | — | ||||||
Other
|
— | — | ||||||
Total
finance receivables
|
0.6 | 6.0 | ||||||
Net
investment in operating leases
|
— | — | ||||||
Total
securitized off-balance sheet
|
$ | 0.6 | $ | 6.0 | ||||
Managed
|
||||||||
Finance
receivables
|
||||||||
Retail
installment
|
$ | 64.7 | $ | 79.3 | ||||
Wholesale
|
27.7 | 34.7 | ||||||
Other
|
2.8 | 3.4 | ||||||
Total
finance receivables, net
|
95.2 | 117.4 | ||||||
Net
investment in operating leases
|
22.5 | 29.7 | ||||||
Total
managed
|
$ | 117.7 | $ | 147.1 | ||||
Serviced
|
$ | 118.0 | $ | 148.0 |
(a)
|
At
December 31, 2008 and 2007, includes finance receivables of $73.7 billion
and $67.2 billion, respectively, that have been sold for legal purposes in
securitizations that do not satisfy the requirements for accounting sale
treatment. In addition, at December 31, 2008
and 2007, includes net investment in operating leases of $15.6
billion and $18.9 billion, respectively, that have been included in
securitizations that do not satisfy the requirements for accounting sale
treatment. These underlying securitized assets are available
only for payment of the debt or other obligations issued or arising in the
securitization transactions; they are not available to pay Ford Credit's
other obligations or the claims of Ford Credit's other creditors until the
associated debt or other obligations are
satisfied.
|
(b)
|
Includes
allowance for credit losses of $1.7 billion and $1.1 billion at December
31, 2008 and 2007, respectively.
|
Charge-offs
(in millions)
|
2008
|
2007
|
2008
Over/(Under)
2007
|
|||||||||
On-Balance
Sheet
|
||||||||||||
Retail
installment and lease
|
$ | 1,089 | $ | 608 | $ | 481 | ||||||
Wholesale
|
29 | 17 | 12 | |||||||||
Other
|
17 | 7 | 10 | |||||||||
Total
on-balance sheet
|
$ | 1,135 | $ | 632 | $ | 503 | ||||||
Securitized
Off-Balance Sheet
|
||||||||||||
Retail
installment and lease
|
$ | 31 | $ | 65 | $ | (34 | ) | |||||
Wholesale
|
— | — | — | |||||||||
Other
|
— | — | — | |||||||||
Total
securitized off-balance sheet
|
$ | 31 | $ | 65 | $ | (34 | ) | |||||
Managed
|
||||||||||||
Retail
installment and lease
|
$ | 1,120 | $ | 673 | $ | 447 | ||||||
Wholesale
|
29 | 17 | 12 | |||||||||
Other
|
17 | 7 | 10 | |||||||||
Total
managed
|
$ | 1,166 | $ | 697 | $ | 469 | ||||||
Loss-to-Receivables
Ratios On-Balance Sheet
|
||||||||||||
Retail
installment and lease
|
1.10 | % | 0.60 | % |
0.50 pts.
|
|||||||
Wholesale
|
0.09 | 0.05 |
0.04
|
|||||||||
Total
including other
|
0.84 | % | 0.46 | % |
0.38 pts.
|
|||||||
Managed
|
||||||||||||
Retail
installment and lease
|
1.10 | % | 0.61 | % |
0.49 pts.
|
|||||||
Wholesale
|
0.09 | 0.05 |
0.04
|
|||||||||
Total
including other
|
0.84 | % | 0.47 | % |
0.37 pts.
|
Allowance
for Credit Losses
|
2008
|
2007
|
||||||
Balance,
beginning of year
|
$ | 1.1 | $ | 1.1 | ||||
Provision
for credit losses
|
1.8 | 0.6 | ||||||
Deductions
|
||||||||
Charge-offs
before recoveries
|
1.5 | 1.1 | ||||||
Recoveries
|
(0.4 | ) | (0.5 | ) | ||||
Net
charge-offs
|
1.1 | 0.6 | ||||||
Other
changes, principally amounts related to translation adjustments and
finance receivables sold
|
0.1 | — | ||||||
Net
deductions
|
1.2 | 0.6 | ||||||
Balance,
end of year
|
$ | 1.7 | $ | 1.1 | ||||
Allowance
for credit losses as a percentage of end-of-period net
receivables
|
1.40 | % | 0.77 | % |
|
•
|
Placement
volume measures the number of leases Ford Credit purchases in a given
period;
|
|
•
|
Termination
volume measures the number of vehicles for which the lease has ended in
the given period; and
|
|
•
|
Return
volume reflects the number of vehicles returned to Ford Credit by
customers at lease-end.
|
Full
Year
|
||||||||
2008
|
2007
|
|||||||
Returns
|
||||||||
24-Month
term
|
88 | 85 | ||||||
36-Month
term
|
61 | 58 | ||||||
39-Month
term/Other term
|
19 | 34 | ||||||
Total
returns
|
168 | 177 | ||||||
Memo:
|
||||||||
Return
rates
|
88 | % | 83 | % | ||||
Auction
Values at Constant Fourth Quarter 2008 Vehicle Mix
|
||||||||
24-Month
term
|
$ | 14,970 | $ | 17,475 | ||||
36-Month
term
|
12,600 | 14,575 |
Revenues
(in
billions)
|
Income/(Loss)
Before Income Taxes
(in
millions)
|
|||||||||||||||||||||||
2007
|
2006
|
2007
Over/(Under)
2006
|
2007
|
2006
|
2007
Over/(Under)
2006
|
|||||||||||||||||||
Ford
Credit
|
$ | 17.8 | $ | 16.5 | $ | 1.3 | $ | 1,215 | $ | 1,953 | $ | (738 | ) | |||||||||||
Other
Financial Services
|
0.3 | 0.3 | — | 9 | 13 | (4 | ) | |||||||||||||||||
Total
|
$ | 18.1 | $ | 16.8 | $ | 1.3 | $ | 1,224 | $ | 1,966 | $ | (742 | ) |
December
31,
|
|||||||||||||||||
2008
|
2007
|
2006
|
2005
|
||||||||||||||
Cash
and cash equivalents
|
$ | 6.4 | $ | 20.7 | $ | 16.0 | $ | 13.4 | |||||||||
Marketable
securities (a)
|
9.3 | 2.0 | 11.3 | 6.9 | |||||||||||||
Loaned
securities
|
— | 10.3 | 5.3 | 3.4 | |||||||||||||
Total
cash, marketable securities and loaned securities
|
15.7 | 33.0 | 32.6 | 23.7 | |||||||||||||
Securities-in-transit
(b)
|
— | (0.3 | ) | (0.5 | ) | — | |||||||||||
UAW-Ford
TAA (c)
|
(2.3 | ) | — | — | — | ||||||||||||
Short-term
VEBA assets
|
— | 1.9 | 1.8 | 1.4 | |||||||||||||
Gross
cash (d)
|
$ | 13.4 | $ | 34.6 | $ | 33.9 | $ | 25.1 |
(a)
|
Included
in 2008 are Ford Credit debt securities that we purchased through December
31, 2008 with a carrying value of $492 million; the estimated fair value
of these securities at December 31, 2008 was
$437 million. Debt securities with a face and fair value
of about $135 million matured on
January 15, 2009. Also included are Mazda marketable
securities with a fair value of $322 million at
December 31, 2008.
|
(b)
|
The
purchase or sale of marketable securities for which the cash settlement
was not made by period-end and for which there was a payable or receivable
recorded on the balance sheet at
period-end.
|
(c)
|
Amount
transferred to UAW-Ford TAA that, due to consolidation, continues to be
shown in
Cash,
marketable securities and loaned
securities
.
|
(d)
|
Pursuant
to the Retiree Health Care Settlement Agreement (see Note 23 of the Notes
to the Financial Statements), in January 2008 we contributed
$4.6 billion of assets and reduced our Automotive gross cash
accordingly.
|
2008
(a)
|
2007
|
2006
|
||||||||||
Gross
cash at end of period
|
$ | 13.4 | $ | 34.6 | $ | 33.9 | ||||||
Gross
cash at beginning of period
|
34.6 | 33.9 | 25.1 | |||||||||
Total
change in gross cash
|
$ | (21.2 | ) | $ | 0.7 | $ | 8.8 | |||||
Operating-related
cash flows
|
||||||||||||
Automotive
income/(loss) before income taxes (excluding special
items)
|
$ | (6.3 | ) | $ | (1.1 | ) | $ | (5.1 | ) | |||
Capital
expenditures
|
(6.5 | ) | (6.0 | ) | (6.8 | ) | ||||||
Depreciation
and special tools amortization
|
5.5 | 6.8 | 7.1 | |||||||||
Changes
in receivables, inventory and trade payables
|
(2.9 | ) | (0.7 | ) | (2.0 | ) | ||||||
Other
(b)
|
(6.4 | ) | 1.4 | 1.2 | ||||||||
Subtotal
|
(16.6 | ) | 0.4 | (5.6 | ) | |||||||
Up-front
subvention payments to Ford Credit
|
(2.9 | ) | — | — | ||||||||
Total
operating-related cash flows
|
(19.5 | ) | 0.4 | (5.6 | ) | |||||||
Other
changes in gross cash
|
||||||||||||
Cash
impact of personnel-reduction programs and Job Security Benefits
accrual
|
(0.7 | ) | (2.5 | ) | (1.2 | ) | ||||||
Contributions
to funded pension plans
|
(1.0 | ) | (1.6 | ) | (0.8 | ) | ||||||
Net
effect of TAA/VEBA on gross cash
|
(4.6 | ) | 1.2 | 3.4 | ||||||||
Capital
transactions with Financial Services sector (c)
|
— | — | 1.4 | |||||||||
Tax
payments, tax refunds and tax receipts from affiliates
|
2.2 | 2.6 | 0.3 | |||||||||
Acquisitions
and divestitures
|
2.5 | 1.1 | 0.2 | |||||||||
Dividends
to shareholders
|
— | — | (0.5 | ) | ||||||||
Net
proceeds from/(Payments on) Automotive sector debt
|
(0.5 | ) | (0.6 | ) | 11.7 | |||||||
Other
(d)
|
0.4 | 0.1 | (0.1 | ) | ||||||||
Total
change in gross cash
|
$ | (21.2 | ) | $ | 0.7 | $ | 8.8 |
(a)
|
Excluding
sale proceeds, total change in Automotive gross cash attributable to
Jaguar Land Rover operations was $300 million net cash outflow for
2008. Except for up-front subvention payments to Ford Credit,
Jaguar Land Rover cash outflows are excluded from each line item of this
table and included in Other within "Other changes in gross
cash."
|
(b)
|
Primarily
expense and payment timing differences for items such as pension and OPEB,
marketing, and warranty, as well as additional factors such as the impact
of foreign currency translation on our cash balances, and tax
payments.
|
(c)
|
Primarily
dividends received from Ford Credit, excluding proceeds from Financial
Services sector divestitures paid to the Automotive
sector. Ford Credit suspended its regular dividend payments in
2007.
|
(d)
|
In
2008, primarily the net issuance of Ford Common Stock (an inflow of about
$800 million) and dividends to minority shareholders of consolidated
subsidiaries (an outflow of about
$200 million).
|
2008
(a)
|
2007
|
2006
|
||||||||||
Cash
flows from operating activities of continuing operations
(b)
|
$ | (12.4 | ) | $ | 8.7 | $ | (4.2 | ) | ||||
Items
included in operating-related cash flows
|
||||||||||||
Capital
expenditures
|
(6.5 | ) | (6.0 | ) | (6.8 | ) | ||||||
Net
transactions between Automotive and Financial Services sectors
(c)
|
(0.8 | ) | (0.3 | ) | (0.5 | ) | ||||||
Net
cash flows from non-designated derivatives
|
1.2 | 1.1 | 0.2 | |||||||||
Foreign
currency translation
|
(0.3 | ) | 0.5 | 0.1 | ||||||||
Items
not included in operating-related cash flows
|
||||||||||||
Cash
impact of personnel-reduction programs and Job Security Benefits
reserve
|
0.7 | 2.5 | 1.2 | |||||||||
Net
(sales)/purchases of trading securities
|
— | (4.5 | ) | 6.8 | ||||||||
Contributions
to funded pension plans
|
1.0 | 1.6 | 0.8 | |||||||||
VEBA
cash flows (reimbursement for benefits paid)
|
— | (1.1 | ) | (2.9 | ) | |||||||
Tax
refunds, tax payments, and tax receipts from affiliates
|
(2.2 | ) | (2.6 | ) | (0.3 | ) | ||||||
Other
(b)
|
(0.2 | ) | 0.5 | — | ||||||||
Operating-related
cash flows
|
$ | (19.5 | ) | $ | 0.4 | $ | (5.6 | ) |
(a)
|
Except
as noted (see footnote (b) below), 2008 data exclude Jaguar Land Rover;
2007 and 2006 include Jaguar Land
Rover.
|
(b)
|
Includes
Jaguar Land Rover.
|
(c)
|
Primarily
payables and receivable's between the Automotive and Financial Services
sectors in the normal course of business. For example, vehicle
wholesale loans that are made by Ford Credit to Ford-owned
dealers.
|
Eligible
Value (a)
|
Advance
Rate
|
Borrowing
Base
|
||||||||||
U.S.
receivables$
|
$ | 377 | 75 | % | $ | 283 | ||||||
U.S.
inventory
|
2,256 | 60 | % | 1,354 | ||||||||
Pledge
of intercompany notes
|
5,912 | N/A | 3,658 | |||||||||
Pledge
of equity in Ford Credit and certain foreign subsidiaries (net of
intercompany transactions)
|
15,697 | 75 | % | 11,773 | ||||||||
U.S.
property, plant and equipment subject to indenture
limitation
|
4,846 | N/A | 2,329 | |||||||||
Other
U.S. machinery and equipment
|
3,216 | 40 | % | 1,286 | ||||||||
Intellectual
property and U.S. trademarks (b)
|
7,900 | N/A | 2,500 | |||||||||
Eligible
value/borrowing base
|
$ | 40,204 | $ | 23,183 |
_________
|
(a)
|
Based on formulas
set forth in the Credit Agreement, and not necessarily indicative of fair
market value (which could be materially higher or lower); receivables,
inventory, intercom
pany notes, and property, plant and equipment
reflect net book value at December 31, 2008; equity of Ford
Credit is based on its book value at December 31, 2008, net of
certain intercompany transactions, and equity in other subsidiaries is
based on a multi
ple of their
two-year average EBITDA less
debt.
|
(b)
|
Value
reflects independent third party valuation of
trademarks.
|
December
31,
|
||||||||
Debt
|
2008
|
2007
|
||||||
Asset-backed
commercial paper (a)(b)
|
$ | 11.5 | $ | 13.5 | ||||
Other
asset-backed short-term debt (a)
|
5.6 | 5.2 | ||||||
Ford
Interest Advantage
|
2.0 | 5.4 | ||||||
Unsecured
commercial paper
|
— | 0.5 | ||||||
Other
short-term debt
|
1.1 | 1.5 | ||||||
Total
short-term debt
|
20.2 | 26.1 | ||||||
Unsecured
long-term debt (including notes payable within one year)
|
51.2 | 62.8 | ||||||
Asset-backed
long-term debt (including notes payable within one year)
(a)
|
55.1 | 50.5 | ||||||
Total
debt
|
126.5 | 139.4 | ||||||
Off-Balance
Sheet Securitizations
|
||||||||
Securitized
off-balance sheet portfolio
|
0.6 | 6.0 | ||||||
Retained
interest
|
(0.1 | ) | (0.7 | ) | ||||
Total
off-balance sheet securitizations
|
0.5 | 5.3 | ||||||
Total
debt plus off-balance sheet securitizations
|
$ | 127.0 | $ | 144.7 | ||||
Ratios
|
||||||||
Securitized
funding to managed receivables
|
62 | % | 51 | % | ||||
Short-term
debt and notes payable within one year to total debt
|
50 | 43 | ||||||
Short-term
debt and notes payable within one year to total
capitalization
|
46 | 39 |
(a)
|
Obligations
issued in securitizations that are payable only out of collections on the
underlying securitized assets and related
enhancements.
|
(b)
|
At
December 31, 2008, includes $7 billion of asset-backed commercial paper
sold to the CPFF.
|
2009
Forecast
|
2008
|
2007
|
||||||||||
Public
Term Funding
|
||||||||||||
Unsecured
|
$ | 0–2 | $ | 2 | $ | 6 | ||||||
Securitizations
(a)
|
5 – 10 | 11 | 6 | |||||||||
Total
public term funding
|
$ | 5 – 12 | $ | 13 | $ | 12 | ||||||
Private Term Funding
(b)
|
$ | 10–15 | $ | 29 | $ | 28 |
(a)
|
Reflects
new issuance; excludes other structured
financings.
|
(b)
|
Includes
private term debt, securitizations, other structured financings, and other
term funding; excludes sales to Ford Credit's on-balance sheet
asset-backed commercial paper
programs.
|
Cumulative
Maturities
|
||||||||||||||||
Through
2009
|
Through
2010
|
Through
2011
|
Through
2012 and Thereafter
|
|||||||||||||
Finance
receivables (a), investment in operating leases (b) and cash
(c)
|
$ | 89.3 | $ | 116.5 | $ | 131.6 | $ | 142.4 | ||||||||
Debt
|
(71.3 | ) | (91.7 | ) | (109.7 | ) | (126.5 | ) | ||||||||
Finance
receivables, investment in operating leases and cash over/(under)
debt
|
$ | 18.0 | $ | 24.8 | $ | 21.9 | $ | 15.9 |
(a)
|
Finance
receivables net of unearned income.
|
(b)
|
Investment
in operating leases net of accumulated
depreciation.
|
(c)
|
Cash
includes cash, cash equivalents and marketable securities (excludes
marketable securities related to insurance activities) at
December 31, 2008.
|
|
•
|
The
2009 maturities include all of the wholesale securitizations that
otherwise extend beyond 2009; and
|
|
•
|
Retail
and lease securitizations under certain committed liquidity programs are
treated as amortizing on January 1, 2009 instead of amortizing
after the contractual maturity of those committed liquidity programs that
otherwise extend beyond January 1,
2009.
|
Financial
Statement Leverage
|
=
|
Total Debt
|
||||||||
Equity
|
||||||||||
Total
Debt
|
+
|
Securitized
Off-Balance
Sheet
Receivables
|
-
|
Retained
Interest
in
Securitized
Off-Balance
Sheet
Receivables
|
-
|
Cash
and Cash Equivalents and Marketable Securities (a)
|
-
|
Adjustments
for Derivative Accounting on Total Debt (b)
|
||
Managed
Leverage
|
=
|
|||||||||
Equity
|
+
|
Minority
Interest
|
-
|
Adjustments
for Derivative Accounting
on
Equity (b)
|
(a)
|
Excluding
marketable securities related to insurance
activities.
|
(b)
|
Primarily
related to market valuation adjustments to derivatives due to movements in
interest rates. Adjustments to debt are related to designated
fair value hedges and adjustments to equity are related to retained
earnings.
|
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Total
debt
|
$ | 126.5 | $ | 139.4 | $ | 139.7 | ||||||
Total
equity
|
10.6 | 13.4 | 11.8 | |||||||||
Financial
statement leverage (to 1)
|
12.0 | 10.4 | 11.9 |
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Total
debt
|
$ | 126.5 | $ | 139.4 | $ | 139.7 | ||||||
Securitized
off-balance sheet receivables outstanding
|
0.6 | 6.0 | 12.2 | |||||||||
Retained
interest in securitized off-balance sheet receivables
|
(0.1 | ) | (0.7 | ) | (1.0 | ) | ||||||
Adjustments
for cash, cash equivalents and marketable securities (a)
|
(23.6 | ) | (16.7 | ) | (21.8 | ) | ||||||
Adjustments
for derivative accounting (b)
|
(0.4 | ) | — | (0.1 | ) | |||||||
Total
adjusted debt
|
$ | 103.0 | $ | 128.0 | $ | 129.0 | ||||||
Total
equity (including minority interest)
|
$ | 10.6 | $ | 13.4 | $ | 11.8 | ||||||
Adjustments
for derivative accounting (b)
|
(0.2 | ) | (0.3 | ) | (0.5 | ) | ||||||
Total
adjusted equity
|
$ | 10.4 | $ | 13.1 | $ | 11.3 | ||||||
Managed
leverage (to 1)
|
9.9 | 9.8 | 11.4 |
(a)
|
Excluding
marketable securities related to insurance
activities.
|
(b)
|
Primarily
related to market valuation adjustments to derivatives due to movements in
interest rates. Adjustments to debt are related to designated
fair value hedges and adjustments to equity are related to retained
earnings.
|
|
·
|
Retail
Securitization.
If the credit enhancement on any
asset-backed security held by FCAR is reduced to zero, FCAR may not
purchase any additional asset-backed securities and would wind down its
operations. In addition, if credit losses or delinquencies in
Ford Credit's portfolio of retail assets exceed specified levels, FCAR is
not permitted to purchase additional asset-backed securities for so long
as such levels are exceeded.
|
|
·
|
Retail Conduits.
If
credit losses or delinquencies on the pool of assets held by a conduit
exceed specified levels, or if the level of over-collateralization for
such pool decreases below a specified level, Ford Credit will not have the
right to sell additional pools of assets to that
conduit.
|
|
·
|
Wholesale
Securitization.
If the payment rates on wholesale
receivables are lower than specified levels, or if there are significant
dealer defaults, Ford Credit will be unable to obtain additional funding
and any existing funding would begin to
amortize.
|
|
·
|
Retail
Warehouse.
If credit losses or delinquencies in Ford
Credit's portfolio of retail assets exceed specified levels, Ford Credit
will be unable to obtain additional funding from the securitization of
retail installment sale contracts through its retail warehouse facility
(i.e., a short-term credit facility under which draws are backed by the
retail contracts).
|
|
·
|
Flat Revolving Structures in
Europe.
If credit losses or delinquencies on FCE's
assets used for these structures exceed specified levels, or if FCE fails
to add the required amount of additional assets, or if cash reserves fall
below certain levels, FCE will be unable to obtain additional funding and
any existing funding would begin to
amortize.
|
|
·
|
Variable Funding Note
Structures in Europe.
If credit losses or delinquencies
on FCE's assets used for these notes exceed specified levels, or if
payment rates on FCE's wholesale receivables are lower than specified
levels, or if cash reserves fall below certain levels, FCE will be unable
to obtain additional funding and any existing funding would begin to
amortize.
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Total
outstanding principal amount of finance receivables and net investment in
operating leases included in on-balance sheet
securitizations
|
$ | 89.3 | $ | 86.1 | ||||
Cash
balances to be used only to support the on-balance sheet
securitizations
|
5.5 | 4.7 | ||||||
Debt
payable only out of collections on the underlying securitized assets and
related enhancements
|
72.2 | 69.2 |
•
|
DBRS
Limited ("DBRS");
|
•
|
Fitch,
Inc. ("Fitch");
|
•
|
Moody’s
Investors Service, Inc. ("Moody’s");
and
|
•
|
Standard
& Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc. ("S&P").
|
Ford
|
||
§
|
DBRS
|
In
November 2008, DBRS lowered Ford's long-term rating to CCC from CCC (high)
and maintained Ford's trend at Negative.
|
§
|
Fitch
|
In
October 2008, Fitch lowered Ford's long-term rating to CC from CCC+ and
maintained Ford's outlook at Negative
|
§
|
Moody's
|
Moody's
lowered Ford's long-term rating to Caa2 from Caa1 in November 2008 and to
Ca from Caa2 in December 2008. Moody's maintained Ford's
outlook at Negative.
|
§
|
S&P
|
In
November 2008, S&P lowered Ford's long-term rating to CCC- from CCC
and maintained Ford's outlook at
Negative.
|
Ford Credit
|
||
§
|
DBRS
|
In
November 2008, DBRS lowered Ford Credit's long-term rating to B (low) from
B, lowered Ford Credit's short-term rating to R-5 from R-4 and maintained
Ford Credit's trend at Negative.
|
§
|
Fitch
|
In
October 2008, Fitch lowered Ford Credit's long-term rating to B- from B+,
lowered Ford Credit's short-term rating to C from B and maintained Ford
Credit's outlook at Negative.
|
§
|
Moody's
|
Moody's
lowered Ford Credit's long-term rating to B2 from B1 in October 2008, to
B3 from B2 in November 2008, and to Caa1 from B3 in December
2008. Moody's maintained Ford Credit's outlook at
Negative.
|
§
|
S&P
|
In
November 2008, S&P lowered Ford Credit's long-term rating to CCC+ from
B- and maintained Ford Credit's outlook at
Negative.
|
NRSRO
DEBT RATINGS
|
||||||||||||||||||
Ford
|
Ford
Credit
|
|||||||||||||||||
Issuer
Default/ Corporate/ Issuer Rating
|
Long-Term
Senior Unsecured
|
Senior
Secured
|
Outlook
/ Trend
|
Long-Term
Senior Unsecured
|
Short-Term
Unsecured
|
Outlook
/ Trend
|
||||||||||||
DBRS
|
CCC
(high)
|
CCC
|
B
(low)
|
Negative
|
B
(low)
|
R-5
|
Negative
|
|||||||||||
Fitch
|
CCC
|
CC
|
B
|
Negative
|
B-
|
C
|
Negative
|
|||||||||||
Moody's
|
Caa3
|
Ca
|
B2
|
Negative
|
Caal
|
NP
|
Negative
|
|||||||||||
S&P
|
CCC+
|
CCC-
|
CCC+
|
Negative
|
CCC+*
|
NR
|
Negative
|
*
|
S&P rates FCE's long-term
senior unsecured rating as B-, maintaining a one notch differential versus
Ford Credit.
|
First
Quarter 2009
|
|||
Vehicle
Unit
Production
|
Over/(Under)
2008
|
||
Ford
North America
|
375
|
(317)
|
|
Ford
Europe
|
325
|
(214)
|
|
Volvo
|
67
|
(45)
|
Industry Volume (a)
|
Full-Year Plan
|
|
(million
units)
|
||
–United
States
|
10.5
– 12.5
|
|
–Europe
(b)
|
12.5
– 13.5
|
|
Operational Metrics
|
||
Compared
with 2008:
|
||
–Quali
ty
|
Improve
|
|
–Automotive
Structural Costs (c)
|
Improve
by about $4 Billion
|
|
–U.S.
Market Share (Ford and Lincoln Mercury)
|
Stabilize
|
|
–U.S.
Share of Retail Market (d)
|
Stabilize
|
|
–Europe
Market Share (b)
|
Equal
/ Improve
|
|
–Automotive
Operatin
g-Related Cash Flow (e)
|
Negative
but Significantly Improved
|
|
Absolute
Amount:
|
||
–Capital
Spending
|
$5 Billion
–
$5.5 Billion
|
(a)
|
Includes
medium and heavy vehicles.
|
(b)
|
For
the 19 markets we track in Europe.
|
(c)
|
At
constant volume, mix and exchange; excluding special
items.
|
(d)
|
Compared
with 2008 share of retail market of about
12%.
|
(e)
|
See
"Liquidity and Capital Resources" above for reconciliation to U.S.
GAAP.
|
·
|
Continued
or worsening financial crisis;
|
·
|
Further
declines in industry sales volume, particularly in the United States or
Europe, due to financial crisis, deepening recessions, geo-political
events, or other factors;
|
·
|
Decline
in market share;
|
·
|
Continued
or increased price competition resulting from industry overcapacity,
currency fluctuations, or other
factors;
|
·
|
A
further increase in or acceleration of market shift away from sales of
trucks, SUVs, or other more profitable vehicles, particularly in the
United States;
|
·
|
A
return to elevated gasoline prices, as well as the potential for volatile
prices or reduced availability;
|
·
|
Lower-than-anticipated
market acceptance of new or existing
products;
|
·
|
Fluctuations
in foreign currency exchange rates, commodity prices, and interest
rates;
|
·
|
Adverse
effects from the bankruptcy, insolvency, or government-funded
restructuring of, change in ownership or control of, or alliances entered
into by a major competitor;
|
·
|
Restriction
on use of tax attributes from tax law "ownership
change";
|
·
|
Economic
distress of suppliers that may require us to provide financial support or
take other measures to ensure supplies of components or materials and
could increase our costs, affect our liquidity, or cause production
disruptions;
|
·
|
Single-source
supply of components or materials;
|
·
|
Labor
or other constraints on our ability to restructure our
business;
|
·
|
Work
stoppages at Ford or supplier facilities or other interruptions of
supplies;
|
·
|
Pension
and postretirement health care and life insurance liabilities impairing
our liquidity or financial
condition;
|
·
|
Inability
to implement the Retiree Health Care Settlement Agreement regarding UAW
hourly retiree health care;
|
·
|
Worse-than-assumed
economic and demographic experience for our postretirement benefit plans
(e.g., discount rates or investment
returns);
|
·
|
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 regulation resulting in higher
costs, cash expenditures, or sales
restrictions;
|
·
|
Unusual
or significant litigation or governmental investigations arising out of
alleged defects in our products or
otherwise;
|
·
|
A
change in our requirements for parts or materials subject to long-term
supply arrangements that commit us to purchase minimum or fixed quantities
of parts or materials, or to pay a minimum amount to the seller
("take-or-pay" contracts);
|
·
|
Adverse
effects on our results from a decrease in or cessation of government
incentives;
|
·
|
Adverse
effects on our operations resulting from certain geo-political or other
events;
|
·
|
Substantial
negative Automotive operating-related cash flows for the near- to
medium-term affecting our ability to meet our obligations, invest in our
business, or refinance our debt;
|
·
|
Substantial
levels of Automotive indebtedness adversely affecting our financial
condition or preventing us from fulfilling our debt obligations (which may
grow because we are able to incur substantially more debt, including
secured debt);
|
·
|
Failure
of financial institutions to fulfill commitments under committed credit
facilities;
|
·
|
Ford
Credit's need for substantial liquidity to finance its
business;
|
·
|
Inability
of Ford Credit to obtain an industrial bank charter or otherwise obtain
competitive funding;
|
·
|
Inability
of Ford Credit to access debt, securitization, or derivative markets
around the world at competitive rates or in sufficient amounts due to
additional credit rating downgrades, market volatility, market disruption,
or other factors;
|
·
|
A
prolonged disruption of the debt and securitization
markets;
|
·
|
Higher-than-expected
credit losses;
|
·
|
Increased
competition from banks or other financial institutions seeking to increase
their share of financing Ford
vehicles;
|
·
|
Collection
and servicing problems related to finance receivables and net investment
in operating leases;
|
·
|
Lower-than-anticipated
residual values or higher-than-expected return volumes for leased
vehicles;
|
·
|
New
or increased credit, consumer, data protection, or other regulation
resulting in greater costs or financing
restrictions;
|
·
|
Inability
to implement our plans to further reduce structural costs and increase
liquidity.
|
|
·
|
Discount
rates.
We base the discount rate assumption primarily on
the results of a cash flow matching analysis, which matches the future
cash outflows for each major plan to a yield curve comprised of high
quality bonds specific to the country of the plan. Benefit
payments are discounted at the rates on the curve and a single discount
rate specific to the plan is
determined.
|
|
·
|
Expected return on plan
assets.
The expected return on plan assets assumption
reflects historical returns and long-run inputs from a range of advisors
for capital market returns, inflation, bond yields, and other variables,
adjusted for specific aspects of our investment strategy. The
assumption is based on consideration of all inputs, with a focus on
long-term trends to avoid short-term market
influences. Assumptions are not changed unless structural
trends in the underlying economy are identified, our asset strategy
changes, or there are significant changes in other
inputs.
|
|
·
|
Salary
growth.
The salary growth assumption reflects our
long-term actual experience, outlook, and assumed
inflation.
|
|
·
|
Inflation.
Our
inflation assumption is based on an evaluation of external market
indicators.
|
|
·
|
Expected
contributions.
The expected amount and timing of
contributions is based on an assessment of minimum requirements, and
additional amounts based on cash availability and other considerations
(e.g., funded status, avoidance of regulatory premiums and levies, and tax
efficiency).
|
|
·
|
Retirement
rates.
Retirement rates are developed to reflect actual
and projected plan experience.
|
|
·
|
Mortality
rates
. Mortality rates are developed to reflect actual
and projected plan experience.
|
Percentage
|
Increase/(Decrease)
in:
|
||||||||||||||||||
Point
|
2009
Expense
|
December
31, 2008 Obligation
|
|||||||||||||||||
Assumption
|
Change
|
U.S.
Plans
|
Non-U.S.
Plans
|
U.S.
Plans
|
Non-U.S.
Plans
|
||||||||||||||
Discount
rate
|
+/-
1.0 pt.
|
$ | 60/$(70) | $ | (130)/$140 | $ | (3,730)/$4,450 | $ | (2,450)/$2,790 | ||||||||||
Expected
return on assets
|
+/-
1.0
|
(400)/400 | (170)/170 | — | — |
|
·
|
Discount
rates.
We base the discount rate assumption primarily on
the results of a cash flow matching analysis, which matches the future
cash outflows for each plan to a yield curve comprised of high quality
bonds specific to the country of the plan. Benefit payments are
discounted at the rates on the curve and a single discount rate specific
to the plan is determined.
|
|
·
|
Health care cost
trends.
Our health care cost trend assumptions are
developed based on historical cost data, the near-term outlook,
anticipated efficiencies and other cost-mitigation actions (including
eligibility management, employee education and wellness, competitive
sourcing and appropriate employee cost sharing) and an assessment of
likely long-term trends.
|
|
·
|
Expected return on plan
assets.
The expected return on plan assets assumption
reflects historical returns, recent trends and long-run inputs from a
range of advisors for capital market returns, inflation, bond yields, and
other variables, adjusted for specific aspects of our investment
strategy. The assumption is based on consideration of all
inputs, with a focus on return expectations over the next twelve months
(VEBA assets will be drawn down where permitted or transferred to the New
UAW Retiree Health Care VEBA in
2009).
|
|
·
|
Salary
growth.
The salary growth assumptions reflect our
long-term actual experience, outlook and assumed
inflation.
|
|
·
|
Expected VEBA
drawdowns.
The expected amount and timing of VEBA
drawdowns is based on an assessment of hourly retiree benefit payments to
be reimbursed, tax efficiency, cash availability, and terms of the Retiree
Health Care Settlement Agreement.
|
|
·
|
Retirement
rates.
Retirement rates are developed to reflect actual
and projected plan experience.
|
|
·
|
Mortality
rates.
Mortality rates are developed to reflect actual
and projected plan experience.
|
|
·
|
Business
projections
. We make assumptions about the demand
for our products in the marketplace. These assumptions drive
our planning assumptions for volume, mix, and pricing. We also
make assumptions about our cost levels (e.g., capacity utilization, cost
performance, etc.). These projections are derived using our
internal business plans that are updated at least annually and reviewed by
our Board of Directors.
|
|
·
|
Long-term growth
rate
. A growth rate is used to calculate the terminal
value of the business, and is added to the present value of the debt-free
interim cash flows. The growth rate is the expected rate at
which a business unit's earnings stream is projected to grow beyond the
planning period.
|
|
·
|
Discount
rate.
When measuring possible impairment, future cash
flows are discounted at a rate that is consistent with a weighted-average
cost of capital that we anticipate a potential market participant would
use. Weighted-average cost of capital is an estimate of the
overall risk-adjusted after-tax rate of return required by equity and debt
holders of a business enterprise, which is developed with the assistance
of external financial advisors.
|
|
·
|
Economic
projections.
Assumptions regarding general economic
conditions are included in and affect our assumptions regarding industry
sales and pricing estimates for our vehicles. These
macro-economic assumptions include, but are not limited to, industry
sales volumes, inflation, interest rates, prices of raw materials
(i.e., commodities), and foreign currency exchange
rates.
|
|
·
|
Ford North
America:
Due to rapidly-changing U.S. market conditions
in 2008, we tested the long-lived assets of our Ford North America segment
and recorded a pre-tax impairment charge of $5.3
billion.
|
|
·
|
Ford South
America:
For 2008, our Ford South America segment
continued to be profitable and generate positive net cash
flows. Through the fourth quarter of 2008, the operating
results were consistent with projected results; therefore, we did not have
a triggering event.
|
|
·
|
Ford
Europe:
For 2008, our Ford Europe segment continued to
be profitable. Profit results were consistent with projections,
and cash flow is projected to be positive in 2009. Based on
this, we did not have a triggering
event.
|
|
·
|
Volvo:
We
tested the long-lived assets of our Volvo segment during 2008 due to the
current-period cash flow losses combined with a history of cash flow
losses and a projection of a decline in net cash flows based on updated
market projections reflecting recent industry
sales volumes. We assessed that the carrying value of our
long-lived assets was recoverable. We also assessed that the
carrying value of our Volvo reporting unit did not exceed its fair
value.
|
|
·
|
Ford Asia Pacific
Africa:
Due to the rapid deterioration in business
climate throughout the Asia Pacific region which resulted in cash flow
loss projections, we tested the long-lived assets of our Ford Asia Pacific
Africa segment and assessed that the carrying value was
recoverable.
|
|
·
|
Auction
values.
Ford Credit's projection of the market value of
the vehicles when Ford Credit sells them at the end of the
lease.
|
|
·
|
Return
volume
. Ford Credit's projection of the number of
vehicles that will be returned at
lease-end.
|
|
·
|
Discount
rate.
Ford Credit's estimation of the discount rate,
reflecting hypothetical market assumptions regarding borrowing rates,
credit loss patterns, and residual value
risk.
|
|
·
|
Nature, frequency, and
severity of current and cumulative financial reporting
losses
. A pattern of objectively measured recent
financial reporting losses is heavily weighted as a source of negative
evidence. In certain circumstances, historical information may
not be as relevant due to changed
circumstances;
|
|
·
|
Sources of future taxable
income.
Future reversals of existing temporary differences are
heavily-weighted sources of objectively verifiable positive
evidence. Projections of future taxable income exclusive of
reversing temporary differences are a source of positive evidence only
when the projections are combined with a history of recent profits and can
be reasonably estimated. Otherwise, these projections are
considered inherently subjective and generally will not be sufficient to
overcome negative evidence that includes relevant cumulative losses in
recent years, particularly if the projected future taxable income is
dependent on an anticipated turnaround to profitability that has not yet
been achieved. In such cases, we generally give these
projections of future taxable income no weight for the purposes of our
valuation allowance assessment pursuant to SFAS No. 109;
and
|
|
·
|
Tax planning strategies.
If necessary and available, tax planning strategies would be
implemented to accelerate taxable amounts to utilize expiring
carryforwards. These strategies would be a source of additional
positive evidence and, depending on their nature, could be heavily
weighted.
|
2008
|
2007
|
2006
|
||||||||||
Vehicle
return volume
|
327 | 300 | 237 | |||||||||
Return
rate
|
86 | % | 79 | % | 72 | % |
|
•
|
Auction
value.
Ford Credit's projection of the market value of
the vehicles when we sell them at the end of the lease;
and
|
|
•
|
Return
volume.
Ford Credit's projection of the number of
vehicles that will be returned to us at lease
end.
|
|
•
|
Frequency.
The
number of finance receivables and operating lease contracts that Ford
Credit expects will default over a period of time, measured as
repossessions; and
|
|
•
|
Loss
severity.
The expected difference between the amount a
customer owes Ford Credit when Ford Credit charges off the finance
contract and the amount Ford Credit receives, net of expenses, from
selling the repossessed vehicle, including any recoveries from the
customer.
|
Increase/(Decrease)
|
|||||||||||
Assumption
|
Percentage
Point
Change
|
December
31, 2008
Allowance
for
Credit
Losses
|
2008
Expense
|
||||||||
Repossession
rates *
|
+/-
0.1 pt.
|
$ |
50/$(50)
|
$ |
50/$(50)
|
||||||
Loss
severity
|
+/-
1.0
|
10/(10) | 10/(10) |
Payments
Due by Period
|
||||||||||||||||||||||||||||||||
Automotive
|
Financial
Services
|
Adj.
(c)
|
Total
|
2009
|
2010-2011
|
2012-2013
|
2014
and
Thereafter
|
|||||||||||||||||||||||||
On-balance
sheet
|
||||||||||||||||||||||||||||||||
Long-term
debt (a) (b) (excluding capital leases)
|
$ | 25,146 | $ | 108,196 | $ | (492 | ) | $ | 132,850 | $ | 42,483 | $ | 47,495 | $ | 19,691 | $ | 23,181 | |||||||||||||||
Interest
payments relating to long-term debt
|
22,057 | 15,513 | — | 37,570 | 6,564 | 8,509 | 4,869 | 17,628 | ||||||||||||||||||||||||
Capital
leases
|
301 | — | — | 301 | 68 | 138 | 45 | 50 | ||||||||||||||||||||||||
Off-balance
sheet
|
||||||||||||||||||||||||||||||||
Purchase
obligations
|
2,619 | 80 | — | 2,699 | 1,286 | 1,190 | 183 | 40 | ||||||||||||||||||||||||
Operating
leases
|
1,619 | 341 | — | 1,960 | 505 | 669 | 414 | 372 | ||||||||||||||||||||||||
Total
|
$ | 51,742 | $ | 124,130 | $ | (492 | ) | $ | 175,380 | $ | 50,906 | $ | 58,001 | $ | 25,202 | $ | 41,271 |
(a)
|
Amount
includes, prior to adjustment noted above, $648 million for the Automotive
sector and $42.2 billion for the Financial Services sector for the
current portion of long-term debt. See Note 16 of the Notes to
the Financial Statements for additional
discussion.
|
(b)
|
Automotive
sector excludes unamortized debt discounts of $(144)
million. Financial Services sector excludes unamortized debt
discounts of $(256) million and adjustments of $334 million related
to designated fair value hedges of the
debt.
|
(c)
|
Intersector
elimination related to Ford's acquisition of Ford Credit debt
securities. See Note 1 of the Notes to the Financial
Statements for additional detail.
|
|
·
|
Market risk
— the
possibility that changes in interest and currency exchange rates will
adversely affect cash flow and economic
value;
|
|
·
|
Credit risk
— the
possibility of loss from a customer’s failure to make payments according
to contract terms;
|
|
·
|
Residual risk
— the
possibility that the actual proceeds received at lease termination will be
lower than projections or return volumes will be higher than projections;
and
|
|
·
|
Liquidity risk
— the
possibility that Ford Credit may be unable to meet all of its current and
future obligations in a timely
manner.
|
|
·
|
Foreign currency swap
—
an agreement to convert non-U.S. dollar long-term debt to U.S.
dollar-denominated payments or non-local market debt to local market debt
for our international affiliates;
or
|
|
·
|
Foreign currency
forward
— an agreement to buy or sell an amount of funds in an
agreed currency at a certain time in the future for a certain
price.
|
Pre-Tax
Cash Flow Sensitivity (given
a
one percentage point instantaneous
increase
in interest
rates)
|
Pre-Tax
Cash Flow Sensitivity (given a
one
percentage point instantaneous
decrease
in interest
rates) *
|
|||||||
December
31, 2008
|
$ | (28 | ) | $ | 28 | |||
December
31, 2007
|
(16 | ) | 16 |
*
|
Pre-tax
cash flow sensitivity given a one percentage point decrease in interest
rates requires an assumption of negative interest rates in markets where
existing interest rates are below one
percent.
|
|
·
|
Consolidated
Statement of Income and Sector Statement of Income for the years ended
December 31, 2008, 2007, and
2006.
|
|
·
|
Consolidated
Balance Sheet and Sector Balance Sheet at December 31, 2008 and
2007.
|
|
·
|
Consolidated
Statement of Cash Flows and Sector Statement of Cash Flows for the years
ended December 31, 2008, 2007, and
2006.
|
|
·
|
Consolidated
Statement of Stockholders' Equity for the years ended December 31, 2008,
2007, and 2006.
|
|
·
|
Notes
to the Financial Statements.
|
|
·
|
Report
of Independent Registered Public Accounting
Firm.
|
Designation
|
Description
|
Schedule
II
|
Valuation
and Qualifying Accounts
|
Designation
|
Description
|
Method of
Filing
|
||
Exhibit
2
|
Stock
Purchase Agreement dated as of September 12, 2005 between
CCMG Holdings, Inc., Ford Holdings LLC and Ford Motor
Company.
|
Filed
as Exhibit 2 to our Quarterly Report on
Form
10-Q for the period ended September 30, 2005.*
|
||
Exhibit
3-A
|
Restated
Certificate of Incorporation, dated August 2, 2000.
|
Filed
as Exhibit 3-A to our Annual Report on
Form
10-K for the year ended December 31, 2000.*
|
||
Exhibit
3-B
|
By-Laws
as amended through December 14, 2006.
|
Filed
as Exhibit 3-B to our Annual Report on
Form
10-K for the year ended December 31, 2006.*
|
||
Executive
Separation Allowance Plan as amended and restated as of
December 31, 2008.**
|
Filed
with this Report.
|
|||
Deferred
Compensation Plan for Non- Employee Directors, as amended and restated as
of December 31, 2008.**
|
Filed
with this
Report.
|
Designation
|
Description
|
Method of
Filing
|
||
Benefit
Equalization Plan, as amended and restated as of
December 31, 2008.**
|
Filed
with this Report.
|
|||
Exhibit
10-D
|
Description
of financial counseling services provided to certain
executives.**
|
Filed
as Exhibit 10-F to Ford's Annual Report on Form 10-K for
the year ended December 31, 2002.*
|
||
Supplemental
Executive Retirement Plan, as amended and restated as of
December 31, 2008.**
|
Filed
with this Report.
|
|||
Exhibit
10-F
|
Restricted
Stock Plan for Non-Employee Directors adopted by the Board of Directors on
November 10, 1988.**
|
Filed
as Exhibit 10-P to our Annual Report on
Form
10-K for the year ended December 31, 1988.*
|
||
Exhibit
10-F-1
|
Amendment
to Restricted Stock Plan for Non-Employee Directors, effective as of
August 1, 1996.**
|
Filed
as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.*
|
||
Exhibit
10-F-2
|
Amendment
to Restricted Stock Plan for Non-Employee Directors, effective as of
July 1, 2004.**
|
Filed
as Exhibit 10 to our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004.*
|
||
Third
Amendment to Restricted Stock Plan for Non-Employee Directors, effective
as of December 31, 2008.**
|
Filed
with this Report.
|
|||
Exhibit
10-F-4
|
Description
of Director Compensation as of July 13, 2006.**
|
Filed
as Exhibit 10-G-3 to our Quarterly Report on
Form
10-Q for the quarter ended
September 30, 2006.*
|
||
Exhibit 10-F 5 | Amendment to Description of Director Compensation as of March 1, 2009.** | Filed with this Report. | ||
Exhibit
10-G
|
2008
Long-Term Incentive Plan.**
|
Filed
as Exhibit 10.1 to our Quarterly Report on
Form
10-Q for the quarter ended June 30, 2008.*
|
||
Exhibit
10-H
|
Description
of Matching Gift Program and Vehicle Evaluation Program for Non-Employee
Directors.**
|
Filed
as Exhibit 10-I to our Annual Report on
Form 10-K/A
for the year ended December 31, 2005.*
|
||
Non-Employee
Directors Life Insurance and Optional Retirement Plan as amended and
restated as of December 31, 2008.**
|
Filed
with this Report.
|
|||
Exhibit
10-J
|
Description
of Non-Employee Directors Accidental Death, Dismemberment and Permanent
Total Disablement Indemnity.**
|
Filed
as Exhibit 10-S to our Annual Report on
Form 10-K
for the year ended December 31, 1992.*
|
||
Exhibit
10-K
|
Agreement
dated December 10, 1992 between Ford and William C.
Ford.**
|
Filed
as Exhibit 10-T to our Annual Report on
Form 10-K
for the year ended December 31, 1992.*
|
||
Select
Retirement Plan, as amended and restated as of
December 31, 2008.**
|
Filed
with this Report.
|
|||
Deferred
Compensation Plan, as amended and restated as of
December 31, 2008.**
|
Filed
with this Report.
|
|||
Exhibit
10-N
|
Annual
Incentive Compensation Plan, as amended and restated as of
March 1, 2008.**
|
Filed
as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended
June 30,
2008.*
|
Designation
|
Description
|
Method of
Filing
|
||
Amendment
to the Ford Motor Company Annual Incentive Compensation Plan (effective as
of December 31, 2008).**
|
Filed
with this Report
|
|||
Exhibit
10-N-2
|
Annual
Incentive Compensation Plan Metrics for 2008.**
|
Filed
as Exhibit 10-O-2 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Annual
Incentive Compensation Plan Metrics for 2009.**
|
Filed
with this Report.
|
|||
Exhibit
10-N-4
|
Performance-Based
Restricted Stock Unit Metrics for 2008.**
|
Filed
as Exhibit 10-O-3 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Performance-Based
Restricted Stock Unit Metrics for 2009.**
|
Filed
with this Report.
|
|||
Exhibit
10-O
|
1998
Long-Term Incentive Plan, as amended and restated effective as of
January 1, 2003.**
|
Filed
as Exhibit 10-R to our Annual Report on
Form 10-K
for the year ended December 31, 2002.*
|
||
Exhibit
10-O-1
|
Amendment
to Ford Motor Company 1998 Long-Term Incentive Plan (effective as of
January 1, 2006).**
|
Filed
as Exhibit 10-P-1 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
|
||
Exhibit
10-O-2
|
Form
of Stock Option Agreement (NQO) with Terms and
Conditions.**
|
Filed
as Exhibit 10-P-2 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
|
||
Form
of Stock Option (NQO) Terms and Conditions for 2008 Long-Term Incentive
Plan.**
|
Filed
with this Report.
|
|||
Form
of Stock Option (NQO) Agreement for 2008 Long-Term Incentive
Plan.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-5
|
Form
of Stock Option Agreement (ISO) with Terms and
Conditions.**
|
Filed
as Exhibit 10-P-3 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
|
||
Form
of Stock Option (ISO) Terms and Conditions for 2008 Long-Term Incentive
Plan.**
|
Filed
with this Report.
|
|||
Form
of Stock Option Agreement (ISO) for 2008 Long-Term Incentive
Plan.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-8
|
Form
of Stock Option Agreement (U.K. NQO) with Terms and
Conditions.**
|
Filed
as Exhibit 10-P-4 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
|
||
Form
of Stock Option (U.K. NQO) Terms and Conditions for 2008 Long-Term
Incentive Plan.**
|
Filed
with this Report.
|
|||
Form
of Stock Option Agreement (U.K. NQO) for 2008 Long-Term Incentive
Plan.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-11
|
Performance
Stock Rights Description for 2006-2008 Performance
Period.**
|
Filed
as Exhibit 10-P-6 to our Annual Report on Form 10-K/A for the year
ended December 31,
2005.*
|
Designation
|
Description
|
Method of
Filing
|
||
Exhibit
10-O-12
|
Form
of Final Award Notification Letter For 2005-2007 Performance
Period.**
|
Filed
as Exhibit 10-P-7 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Exhibit
10-O-13
|
Form
of Performance-Based Restricted Stock Equivalent Opportunity Letter for
2006.**
|
Filed
as Exhibit 10-P-10 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
|
||
Form
of Restricted Stock Grant Letter.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-15
|
Form
of Final Award Notification Letter for 2006 Performance-Based Restricted
Stock Equivalents.**
|
Filed
as Exhibit 10-P-13 to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
|
||
Exhibit
10-O-16
|
Form
of Final Award Notification Letter for 2007 Performance-Based Restricted
Stock Units.**
|
Filed
as Exhibit 10-P-15 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Form
of Final Award Notification Letter for Performance-Based Restricted Stock
Units.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-18
|
Form
of Performance-Based Restricted Stock Unit Opportunity Letter for
2008.**
|
Filed
as Exhibit 10-P-16 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Form
of Performance-Based Restricted Stock Unit Opportunity Letter (2008
Long-Term Incentive Plan).**
|
Filed
with this Report.
|
|||
Form
of Final Award Notification Letter for 2006-2008 Performance
Period.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-21
|
1998
Long-Term Incentive Plan Restricted Stock Unit
Agreement.**
|
Filed
as Exhibit 10-P-19 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
2009
Long-Term Incentive Plan Restricted Stock Unit
Agreement.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-23
|
1998
Long-Term Incentive Plan Restricted Stock Unit Terms and
Conditions.**
|
Filed
as Exhibit 10-P-20 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
2008
Long-Term Incentive Plan Restricted Stock Unit Terms and
Conditions.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-25
|
Form
of Final Award Agreement for Performance-Based Restricted Stock Units
under 1998 Long-Term Incentive Plan.**
|
Filed
as Exhibit 10-P-21 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Form
of Final Award Agreement for Performance-Based Restricted Stock Units
under 2008 Long-Term Incentive Plan.**
|
Filed
with this Report.
|
|||
Exhibit
10-O-27
|
Form
of Final Award Terms and Conditions for Performance-Based Restricted Stock
Units under 1998 Long-Term Incentive Plan.**
|
Filed
as Exhibit 10-O-22 to our Annual Report on
Form
10-K for the year ended December 31,
2007.*
|
Designation
|
Description
|
Method of
Filing
|
||
Form
of Final Award Terms and Conditions for Performance-Based Restricted Stock
Units under 2008 Long-Term Incentive Plan.**
|
Filed
with this Report.
|
|||
Form
of Notification Letter for Time-Based Restricted Stock
Units.**
|
Filed
with this Report.
|
|||
Exhibit
10-P
|
Agreement
dated January 13, 1999 between Ford and Edsel B. Ford
II.**
|
Filed
as Exhibit 10-X to our Annual Report on
Form 10-K
for the year ended December 31, 1998.*
|
||
Exhibit
10-Q
|
Amended
and Restated Agreement between Ford Motor Company and Ford Motor Credit
Company dated as of December 12, 2006.
|
Filed
as Exhibit 10-R to our Annual Report on
Form 10-K
for the year ended December 31, 2006.*
|
||
Exhibit
10-R
|
Agreement
between Ford and Carl Reichardt, entered into in June
2002.**
|
Filed
as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.*
|
||
Exhibit
10-S
|
Form
of Trade Secrets/Non-Compete Statement between Ford and certain of its
Executive Officers.**
|
Filed
as Exhibit 10-V to our Annual Report on
Form 10-K
for the year ended December 31, 2003.*
|
||
Exhibit
10-T
|
Description
of Settlement of Special 2006 – 2008 Senior Executive Retention
Program.**
|
Filed
as Exhibit 10-U-1 to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
|
||
Form
of Final Award Letter for Performance-Based Restricted Stock Unit Enhanced
Grant.**
|
Filed
with this Report.
|
|||
Exhibit
10-U
|
Form
of Special 2006 Performance Incentive Opportunity
Letter.**
|
Filed
as Exhibit 10-V to our Annual Report on
Form 10-K/A
for the year ended December 31, 2005.*
|
||
Exhibit
10-U-1
|
Form
of Final Award Letter for Performance Incentive
Opportunity.**
|
Filed
as Exhibit 10-V-1 to our Annual Report on
Form
10-K for the year ended December 31, 2007.*
|
||
Arrangement
between Ford Motor Company and William C. Ford, Jr., dated
February 25, 2009.**
|
Filed
with this Report.
|
|||
Exhibit
10-W
|
Arrangement
between Ford Motor Company and Mark Fields dated February 7,
2007.**
|
Filed
as Exhibit 10-AA-1 to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
|
||
Exhibit
10-X
|
Description
of Company Practices regarding Club Memberships for
Executives.**
|
Filed
as Exhibit 10-BB to our Annual Report on Form 10-K for the year ended
December 31, 2006.*
|
||
Exhibit
10-Y
|
Accession
Agreement between Ford Motor Company and Alan Mulally as of
September 1, 2006.**
|
Filed
as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.*
|
||
Exhibit
10-Y-1
|
Description
of Special Terms and Conditions for Stock Options Granted to Alan
Mulally.**
|
Filed
as Exhibit 10-CC-1 to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
|
||
Exhibit
10-Y-2
|
Description
of President and CEO Compensation Arrangements.**
|
Filed
as Exhibit 10-CC-2 to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
|
||
Form
of Alan Mulally Agreement Amendment.**
|
Filed
with this
Report.
|
Designation
|
Description
|
Method of
Filing
|
||
Exhibit
10-Z
|
Consulting
Agreement between Ford Motor Company and Sir John Bond dated
September 13, 2006.**
|
Filed
as Exhibit 10.2 to our Quarterly Report on
Form
10-Q for the quarter ended
September 30, 2006.*
|
||
Exhibit
10-AA
|
Credit
Agreement dated as of December 15, 2006.
|
Filed
as Exhibit 10-EE to our Annual Report on Form 10-K for the year ended
December 31, 2006.*
|
||
Exhibit
10-BB
|
Retiree
Health Care Settlement Agreement.**
|
Filed
as Exhibit 10.1 to our Current Report on
Form
8-K filed on April 11, 2008.*
|
||
Exhibit
10-CC
|
Ford
Motor Company, TML Holdings Limited and Tata Motors Limited Agreement for
the Sale and Purchase of Jaguar and Land Rover dated as of March 25,
2008.
|
Filed
as Exhibit 10.2 to our Quarterly Report on
Form
10-Q for the quarter ended March 31, 2008.*
|
||
Exhibit
10-DD
|
Amended
and Restated Support Agreement (formerly known as Amended and Restated
Profit Maintenance Agreement) dated November 6, 2008 between
Ford Motor Company and Ford Motor Credit Company LLC.
|
Filed
as Exhibit 10 to our Quarterly Report on
Form
10-Q for the quarter ended September 30, 2008.*
|
||
Calculation
of Ratio of Earnings to Combined Fixed Charges.
|
Filed
with this Report.
|
|||
List
of Subsidiaries of Ford as of February 20, 2009.
|
Filed
with this Report.
|
|||
Consent
of Independent Registered Public Accounting Firm.
|
Filed
with this Report.
|
|||
Powers
of Attorney.
|
Filed
with this Report.
|
|||
Rule
15d-14(a) Certification of CEO.
|
Filed
with this Report.
|
|||
Rule
15d-14(a) Certification of CFO.
|
Filed
with this Report.
|
|||
Section
1350 Certification of CEO.
|
Furnished
with this Report.
|
|||
Section
1350 Certification of CFO.
|
Furnished
with this
Report.
|
*
|
Incorporated
by reference as an exhibit to this Report (file number reference 1-3950,
unless otherwise indicated).
|
**
|
Management
contract or compensatory plan or
arrangement.
|
By:
|
/s/
Peter J. Daniel
|
|
Peter
J. Daniel
|
||
Senior
Vice President and Controller
|
||
Date:
|
February
26, 2009
|
Signature
|
Title
|
Date
|
||
|
||||
WILLIAM
CLAY FORD, JR.*
|
Director,
Chairman of the Board, Executive Chairman, Chair of the Office of the
Chairman and Chief Executive, and Chair of the Finance
Committee
|
February
26, 2009
|
||
William
Clay Ford, Jr.
|
||||
ALAN
MULALLY*
|
Director,
President and Chief Executive Officer
(principal
executive officer)
|
February
26, 2009
|
||
Alan
Mulally
|
||||
STEPHEN
G. BUTLER*
|
Director
and Chair of the Audit Committee
|
February
26, 2009
|
||
Stephen
G. Butler
|
||||
KIMBERLY
A. CASIANO*
|
Director
|
February
26, 2009
|
||
Kimberly
A. Casiano
|
||||
EDSEL
B. FORD II*
|
Director
|
February
26, 2009
|
||
Edsel
B. Ford II
|
||||
IRVINE
O. HOCKADAY, JR.*
|
Director
|
February
26, 2009
|
||
Irvine
O. Hockaday, Jr.
|
||||
RICHARD
A. MANOOGIAN*
|
Director
and Chair of the Compensation Committee
|
February
26, 2009
|
||
Richard
A. Manoogian
|
||||
ELLEN
R. MARRAM*
|
Director
and Chair of the Nominating and
|
February
26, 2009
|
||
Ellen
R. Marram
|
Governance
Committee
|
|||
HOMER
A. NEAL*
|
Director
and Chair of the Sustainability
|
February
26, 2009
|
||
Homer
A. Neal
|
Committee
|
Signature
|
Title
|
Date
|
|||
GERALD
L. SHAHEEN*
|
Director
|
February
26, 2009
|
|||
Gerald
L. Shaheen
|
|||||
|
|||||
JOHN
L. THORNTON*
|
Director
|
February
26, 2009
|
|||
John
L. Thornton
|
|||||
LEWIS
BOOTH*
|
Executive
Vice President and Chief Financial Officer (principal financial
officer)
|
February
26, 2009
|
|||
L.W.K.
Booth
|
|
||||
PETER
J. DANIEL*
|
Senior
Vice President and Controller
|
||||
Peter
J. Daniel
|
(principal
accounting officer)
|
February
26, 2009
|
|||
|
|||||
*By: |
/s/
PETER J. SHERRY, JR.
|
|
February
26, 2009
|
||
(Peter
J. Sherry, Jr.)
|
|||||
Attorney-in-Fact
|
2008
|
2007
|
2006
|
||||||||||
Sales
and revenues
|
||||||||||||
Automotive
sales
|
$ | 129,166 | $ | 154,379 | $ | 143,249 | ||||||
Financial
Services revenues
|
17,111 | 18,076 | 16,816 | |||||||||
Total
sales and revenues
|
146,277 | 172,455 | 160,065 | |||||||||
Costs
and expenses
|
||||||||||||
Automotive
cost of sales
|
127,103 | 142,587 | 148,866 | |||||||||
Selling,
administrative and other expenses
|
21,430 | 21,169 | 19,148 | |||||||||
Goodwill
impairment
|
— | 2,400 | — | |||||||||
Interest
expense
|
9,682 | 10,927 | 8,783 | |||||||||
Financial
Services provision for credit and insurance losses
|
1,874 | 668 | 241 | |||||||||
Total
costs and expenses
|
160,089 | 177,751 | 177,038 | |||||||||
Automotive
interest income and other non-operating income/(expense),
net
|
(755 | ) | 1,161 | 1,478 | ||||||||
Automotive
equity in net income/(loss) of affiliated companies
|
163 | 389 | 421 | |||||||||
Income/(Loss)
before income taxes
|
(14,404 | ) | (3,746 | ) | (15,074 | ) | ||||||
Provision
for/(Benefit from) income taxes (Note 19)
|
63 | (1,294 | ) | (2,655 | ) | |||||||
Income/(Loss)
before minority interests
|
(14,467 | ) | (2,452 | ) | (12,419 | ) | ||||||
Minority
interests in net income/(loss) of subsidiaries
|
214 | 312 | 210 | |||||||||
Income/(Loss)
from continuing operations
|
(14,681 | ) | (2,764 | ) | (12,629 | ) | ||||||
Income/(Loss)
from discontinued operations (Note 20)
|
9 | 41 | 16 | |||||||||
Net
income/(loss)
|
$ | (14,672 | ) | $ | (2,723 | ) | $ | (12,613 | ) | |||
Average
number of shares of Common and Class B Stock outstanding
|
2,273 | 1,979 | 1,879 | |||||||||
AMOUNTS
PER SHARE OF COMMON AND CLASS B STOCK (Note 21)
|
||||||||||||
Basic
income/(loss)
|
||||||||||||
Income/(Loss)
from continuing operations
|
$ | (6.46 | ) | $ | (1.40 | ) | $ | (6.73 | ) | |||
Income/(Loss)
from discontinued operations
|
— | 0.02 | 0.01 | |||||||||
Net
income/(loss)
|
$ | (6.46 | ) | $ | (1.38 | ) | $ | (6.72 | ) | |||
Diluted
income/(loss)
|
||||||||||||
Income/(Loss)
from continuing operations
|
$ | (6.46 | ) | $ | (1.40 | ) | $ | (6.73 | ) | |||
Income/(Loss)
from discontinued operations
|
— | 0.02 | 0.01 | |||||||||
Net
income/(loss)
|
$ | (6.46 | ) | $ | (1.38 | ) | $ | (6.72 | ) | |||
Cash
dividends
|
$ | — | $ | — | $ | 0.25 |
2008
|
2007
|
2006
|
||||||||||
AUTOMOTIVE
|
||||||||||||
Sales
|
$ | 129,166 | $ | 154,379 | $ | 143,249 | ||||||
Costs
and expenses
|
||||||||||||
Cost
of sales
|
127,103 | 142,587 | 148,866 | |||||||||
Selling,
administrative and other expenses
|
11,356 | 13,660 | 12,327 | |||||||||
Goodwill
impairment
|
— | 2,400 | — | |||||||||
Total
costs and expenses
|
138,459 | 158,647 | 161,193 | |||||||||
Operating
income/(loss)
|
(9,293 | ) | (4,268 | ) | (17,944 | ) | ||||||
Interest
expense
|
1,938 | 2,252 | 995 | |||||||||
Interest
income and other non-operating income/(expense), net
|
(755 | ) | 1,161 | 1,478 | ||||||||
Equity
in net income/(loss) of affiliated companies
|
163 | 389 | 421 | |||||||||
Income/(Loss)
before in
come
taxes — Automotive
|
(11,823 | ) | (4,970 | ) | (17,040 | ) | ||||||
FINANCIAL
SERVICES
|
||||||||||||
Revenues
|
17,111 | 18,076 | 16,816 | |||||||||
Costs
and expenses
|
||||||||||||
Interest
expense
|
7,744 | 8,675 | 7,788 | |||||||||
Depreciation
|
9,109 | 6,289 | 5,295 | |||||||||
Operating
and other expenses
|
965 | 1,220 | 1,526 | |||||||||
Provision
for credit and insurance losses
|
1,874 | 668 | 241 | |||||||||
Total
costs and expenses
|
19,692 | 16,852 | 14,850 | |||||||||
Income/(Loss)
before income taxes — Financial
Services
|
(2,581 | ) | 1,224 | 1,966 | ||||||||
TOTAL
COMPANY
|
||||||||||||
Income/(Loss)
before income taxes
|
(14,404 | ) | (3,746 | ) | (15,074 | ) | ||||||
Provision
for/(Benefit from) income taxes (Note 19)
|
63 | (1,294 | ) | (2,655 | ) | |||||||
Income/(Loss)
before minority interests
|
(14,467 | ) | (2,452 | ) | (12,419 | ) | ||||||
Minority
interests in net income/(loss) of subsidiaries
|
214 | 312 | 210 | |||||||||
Income/(Loss)
from continuing operations
|
(14,681 | ) | (2,764 | ) | (12,629 | ) | ||||||
Income/(Loss)
from discontinued operations (Note 20)
|
9 | 41 | 16 | |||||||||
Net
income/(loss)
|
$ | (14,672 | ) | $ | (2,723 | ) | $ | (12,613 | ) | |||
Average
number of shares of Common and Class B Stock outstanding
|
2,273 | 1,979 | 1,879 | |||||||||
AMOUNTS
PER SHARE OF COMMON AND CLASS B STOCK (Note 21)
|
||||||||||||
Basic
income/(loss)
|
||||||||||||
Income/(Loss)
from continuing operations
|
$ | (6.46 | ) | $ | (1.40 | ) | $ | (6.73 | ) | |||
Income/(Loss)
from discontinued operations
|
— | 0.02 | 0.01 | |||||||||
Net
income/(loss)
|
$ | (6.46 | ) | $ | (1.38 | ) | $ | (6.72 | ) | |||
Diluted
income/(loss)
|
||||||||||||
Income/(Loss)
from continuing operations
|
$ | (6.46 | ) | $ | (1.40 | ) | $ | (6.73 | ) | |||
Income/(Loss)
from discontinued operations
|
— | 0.02 | 0.01 | |||||||||
Net
income/(loss)
|
$ | (6.46 | ) | $ | (1.38 | ) | $ | (6.72 | ) | |||
Cash
dividends
|
$ | — | $ | — | $ | 0.25 |
December 31,
2008
|
December 31,
2007
|
|||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 22,049 | $ | 35,283 | ||||
Marketable
securities (Note 3)
|
17,411 | 5,248 | ||||||
Loaned
securities (Note 3)
|
— | 10,267 | ||||||
Finance
receivables, net
|
93,484 | 109,053 | ||||||
Other
receivables, net
|
6,073 | 8,210 | ||||||
Net
investment in operating leases (Note 5)
|
25,738 | 33,255 | ||||||
Retained
interest in sold receivables (Note 7)
|
92 | 653 | ||||||
Inventories
(Note 8)
|
8,618 | 10,121 | ||||||
Equity
in net assets of affiliated companies (Note 9)
|
1,592 | 2,853 | ||||||
Net
property (Note 12)
|
28,565 | 36,239 | ||||||
Deferred
income taxes
|
3,108 | 3,500 | ||||||
Goodwill
and other net intangible assets (Note 14)
|
1,593 | 2,069 | ||||||
Assets
of discontinued/held-for-sale operations (Note 20)
|
198 | 7,537 | ||||||
Other
assets
|
9,807 | 14,976 | ||||||
Total
assets
|
$ | 218,328 | $ | 279,264 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Payables
|
$ | 14,772 | $ | 20,832 | ||||
Accrued
liabilities and deferred revenue (Note 15)
|
63,386 | 74,738 | ||||||
Debt
(Note 16)
|
154,196 | 168,787 | ||||||
Deferred
income taxes
|
2,035 | 3,034 | ||||||
Liabilities
of discontinued/held-for-sale operations (Note 20)
|
55 | 4,824 | ||||||
Total
liabilities
|
234,444 | 272,215 | ||||||
Minority
interests
|
1,195 | 1,421 | ||||||
Stockholders'
equity
|
||||||||
Capital
stock (Note 21)
|
||||||||
Common
Stock, par value $0.01 per share (2,341 million shares
issued of
6 billion authorized)
|
23 | 21 | ||||||
Class
B Stock, par value $0.01 per share (71 million shares issued of
530 million authorized)
|
1 | 1 | ||||||
Capital
in excess of par value of stock
|
9,076 | 7,834 | ||||||
Accumulated
other comprehensive income/(loss)
|
(10,085 | ) | (558 | ) | ||||
Treasury
stock
|
(181 | ) | (185 | ) | ||||
Retained
earnings/(Accumulated deficit)
|
(16,145 | ) | (1,485 | ) | ||||
Total
stockholders' equity
|
(17,311 | ) | 5,628 | |||||
Total
liabilities and stockholders' equity
|
$ | 218,328 | $ | 279,264 |
December
31, 2008
|
December
31, 2007
|
|||||||
ASSETS
|
||||||||
Automotive
|
||||||||
Cash
and cash equivalents
|
$ | 6,377 | $ | 20,678 | ||||
Marketable
securities (Note 3)
|
9,296 | 2,092 | ||||||
Loaned
securities (Note 3)
|
— | 10,267 | ||||||
Total
cash, marketable and loaned securities
|
15,673 | 33,037 | ||||||
Receivables,
less allowances of $221 and $197
|
3,464 | 4,530 | ||||||
Inventories
(Note 8)
|
8,618 | 10,121 | ||||||
Deferred
income taxes
|
302 | 532 | ||||||
Other
current assets
|
4,032 | 5,514 | ||||||
Current
receivable from Financial Services (Note 1)
|
2,035 | 509 | ||||||
Total
current assets
|
34,124 | 54,243 | ||||||
Equity
in net assets of affiliated companies (Note 9)
|
1,069 | 2,283 | ||||||
Net
property (Note 12)
|
28,352 | 35,979 | ||||||
Deferred
income taxes
|
7,204 | 9,268 | ||||||
Goodwill
and other net intangible assets (Note 14)
|
1,584 | 2,051 | ||||||
Assets
of discontinued/held-for-sale operations (Note 20)
|
— | 7,537 | ||||||
Other
assets
|
1,512 | 5,614 | ||||||
Non-current
receivable from Financial Services (Note 1)
|
— | 1,514 | ||||||
Total
Automotive assets
|
73,845 | 118,489 | ||||||
Financial
Services
|
||||||||
Cash
and cash equivalents
|
15,672 | 14,605 | ||||||
Marketable
securities (Note 3)
|
8,607 | 3,156 | ||||||
Finance
receivables, net (Note 4)
|
96,101 | 112,733 | ||||||
Net
investment in operating leases (Note 5)
|
23,120 | 30,309 | ||||||
Retained
interest in sold receivables (Note 7)
|
92 | 653 | ||||||
Equity
in net assets of affiliated companies (Note 9)
|
523 | 570 | ||||||
Goodwill
and other net intangible assets (Note 14)
|
9 | 18 | ||||||
Assets
of discontinued/held-for-sale operations (Note 20)
|
198 | — | ||||||
Other
assets
|
7,345 | 7,217 | ||||||
Total
Financial Services assets
|
151,667 | 169,261 | ||||||
Intersector
elimination
|
(2,535 | ) | (2,023 | ) | ||||
Total
assets
|
$ | 222,977 | $ | 285,727 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Automotive
|
||||||||
Trade
payables
|
$ | 10,635 | $ | 15,718 | ||||
Other
payables
|
2,167 | 3,237 | ||||||
Accrued
liabilities and deferred revenue (Note 15)
|
32,395 | 27,672 | ||||||
Deferred
income taxes
|
2,790 | 2,671 | ||||||
Debt
payable within one year (Note 16)
|
1,191 | 1,175 | ||||||
Total
current liabilities
|
49,178 | 50,473 | ||||||
Long-term
debt (Note 16)
|
24,655 | 25,779 | ||||||
Other
liabilities (Note 15)
|
24,815 | 41,676 | ||||||
Deferred
income taxes
|
614 | 783 | ||||||
Liabilities
of discontinued/held-for-sale operations (Note 20)
|
— | 4,824 | ||||||
Total
Automotive liabilities
|
99,262 | 123,535 | ||||||
Financial
Services
|
||||||||
Payables
|
1,970 | 1,877 | ||||||
Debt
(Note 16)
|
128,842 | 141,833 | ||||||
Deferred
income taxes
|
3,280 | 6,043 | ||||||
Other
liabilities and deferred income (Note 15)
|
6,184 | 5,390 | ||||||
Liabilities
of discontinued/held-for-sale operations (Note 20)
|
55 | — | ||||||
Payable
to Automotive (Note 1)
|
2,035 | 2,023 | ||||||
Total
Financial Services liabilities
|
142,366 | 157,166 | ||||||
Minority
interests
|
1,195 | 1,421 | ||||||
Stockholders'
equity
|
||||||||
Capital
stock (Note 21)
|
||||||||
Common
Stock,
par value $0.01 per share (2,341 million shares issued of 6 billion
authorized)
|
23 | 21 | ||||||
Class
B Stock, par value $0.01 per share (71 million shares issued of
530 million authorized)
|
1 | 1 | ||||||
Capital
in excess of par value of stock
|
9,076 | 7,834 | ||||||
Accumulated
other comprehensive income/(loss)
|
(10,085 | ) | (558 | ) | ||||
Treasury
stock
|
(181 | ) | (185 | ) | ||||
Retained
earnings/(Accumulated deficit)
|
(16,145 | ) | (1,485 | ) | ||||
Total
stockholders' equity
|
(17,311 | ) | 5,628 | |||||
Intersector
elimination
|
(2,535 | ) | (2,023 | ) | ||||
Total
liabilities and stockholders' equity
|
$ | 222,977 | $ | 285,727 |
2008
|
2007
|
2006
|
||||||||||
Cash
flows from operating activities of continuing operations
|
||||||||||||
Net
cash flows from operating activities (Note 24)
|
$ | (179 | ) | $ | 17,074 | $ | 9,622 | |||||
Cash
flows from investing activities of continuing operations
|
||||||||||||
Capital
expenditures
|
(6,696 | ) | (6,022 | ) | (6,848 | ) | ||||||
Acquisitions
of retail and other finance receivables and operating
leases
|
(44,562 | ) | (55,681 | ) | (59,793 | ) | ||||||
Collections
of retail and other finance receivables and operating
leases
|
42,061 | 45,498 | 41,502 | |||||||||
Purchases
of securities
|
(64,754 | ) | (11,423 | ) | (23,678 | ) | ||||||
Sales
and maturities of securities
|
62,046 | 18,660 | 18,456 | |||||||||
Settlements
of derivatives
|
2,533 | 861 | 486 | |||||||||
Proceeds
from sales of retail and other finance receivables and operating
leases
|
— | 708 | 5,120 | |||||||||
Proceeds
from sale of businesses
|
6,854 | 1,236 | 56 | |||||||||
Cash
paid for acquisitions
|
(13 | ) | — | — | ||||||||
Transfer
of cash balances upon disposition of discontinued/held-for-sale
operations
|
(928 | ) | (83 | ) | (4 | ) | ||||||
Other
|
316 | (211 | ) | (161 | ) | |||||||
Net
cash (used in)/provided by investing activities
|
(3,143 | ) | (6,457 | ) | (24,864 | ) | ||||||
Cash
flows from financing activities of continuing operations
|
||||||||||||
Cash
dividends
|
— | — | (468 | ) | ||||||||
Sales
of Common Stock
|
756 | 250 | 431 | |||||||||
Purchases
of Common Stock
|
— | (31 | ) | (183 | ) | |||||||
Changes
in short-term debt
|
(5,120 | ) | 919 | (5,825 | ) | |||||||
Proceeds
from issuance of other debt
|
42,163 | 33,113 | 58,258 | |||||||||
Principal
payments on other debt
|
(46,299 | ) | (39,431 | ) | (36,601 | ) | ||||||
Other
|
(604 | ) | (88 | ) | (339 | ) | ||||||
Net
cash (used in)/provided by financing activities
|
(9,104 | ) | (5,268 | ) | 15,273 | |||||||
Effect
of exchange rate changes on cash
|
(808 | ) | 1,014 | 464 | ||||||||
Net
increase/(decrease) in cash and cash equivalents from continuing
operations
|
(13,234 | ) | 6,363 | 495 | ||||||||
Cash
flows from discontinued operations
|
||||||||||||
Cash
flows from operating activities of discontinued operations
|
— | 26 | (11 | ) | ||||||||
Cash
flows from investing activities of discontinued operations
|
— | — | — | |||||||||
Cash
flows from financing activities of discontinued operations
|
— | — | — | |||||||||
Net
increase/(decrease) in cash and cash equivalents
|
$ | (13,234 | ) | $ | 6,389 | $ | 484 | |||||
Cash
and cash equivalents at January 1
|
$ | 35,283 | $ | 28,896 | $ | 28,391 | ||||||
Cash
and cash equivalents of discontinued/held-for-sale operations at January
1
|
— | (2 | ) | 19 | ||||||||
Net
increase/(decrease) in cash and cash equivalents
|
(13,234 | ) | 6,389 | 484 | ||||||||
Less:
Cash and cash equivalents of discontinued/held-for-sale operations at
December 31
|
— | — | 2 | |||||||||
Cash
and cash equivalents at December 31
|
$ | 22,049 | $ | 35,283 | $ | 28,896 |
2008
|
2007
|
2006
|
||||||||||||||||||||||
Automotive
|
Financial
Services
|
Automotive
|
Financial
Services
|
Automotive
|
Financial
Services
|
|||||||||||||||||||
Cash
flows from operating activities of continuing operations
|
||||||||||||||||||||||||
Net
cash flows from operating activities (Note 24)
|
$ | (12,440 | ) | $ | 9,107 | $ | 8,725 | $ | 6,402 | $ | (4,172 | ) | $ | 7,316 | ||||||||||
Cash
flows from investing activities of continuing operations
|
||||||||||||||||||||||||
Capital
expenditures (Note 26)
|
(6,620 | ) | (76 | ) | (5,971 | ) | (51 | ) | (6,809 | ) | (39 | ) | ||||||||||||
Acquisitions
of retail and other finance receivables and operating
leases
|
— | (44,562 | ) | — | (55,681 | ) | — | (59,793 | ) | |||||||||||||||
Collections
of retail and other finance receivables and operating
leases
|
— | 42,479 | — | 45,518 | — | 41,867 | ||||||||||||||||||
Net
(increase)/decrease in wholesale receivables
|
— | 2,736 | — | 1,927 | — | 6,113 | ||||||||||||||||||
Purchases
of securities
|
(41,347 | ) | (23,831 | ) | (2,628 | ) | (8,795 | ) | (4,068 | ) | (19,610 | ) | ||||||||||||
Sales
and maturities of securities
|
43,617 | 18,429 | 2,686 | 15,974 | 4,865 | 13,591 | ||||||||||||||||||
Settlements
of derivatives
|
1,157 | 1,376 | 1,051 | (190 | ) | 308 | 178 | |||||||||||||||||
Proceeds
from sales of retail and other finance receivables and operating
leases
|
— | — | — | 708 | — | 5,120 | ||||||||||||||||||
Proceeds
from sale of businesses
|
3,156 | 3,698 | 1,079 | 157 | 56 | — | ||||||||||||||||||
Cash
paid for acquisitions
|
(13 | ) | — | — | — | — | — | |||||||||||||||||
Transfer
of cash balances upon disposition of discontinued/held-for-sale
operations
|
(928 | ) | — | (83 | ) | — | (4 | ) | — | |||||||||||||||
Investing
activity from Financial Services
|
9 | — | — | — | 1,185 | — | ||||||||||||||||||
Investing
activity to Financial Services
|
— | — | (18 | ) | — | (1,400 | ) | — | ||||||||||||||||
Other
|
40 | 276 | 19 | (230 | ) | (290 | ) | 129 | ||||||||||||||||
Net
cash (used in)/provided by investing activities
|
(929 | ) | 525 | (3,865 | ) | (663 | ) | (6,157 | ) | (12,444 | ) | |||||||||||||
Cash
flows from financing activities of continuing operations
|
||||||||||||||||||||||||
Cash
dividends
|
— | — | — | — | (468 | ) | — | |||||||||||||||||
Sales
of Common Stock
|
756 | — | 250 | — | 431 | — | ||||||||||||||||||
Purchases
of Common Stock
|
— | — | (31 | ) | — | (183 | ) | — | ||||||||||||||||
Changes
in short-term debt
|
104 | (5,224 | ) | (90 | ) | 1,009 | 414 | (6,239 | ) | |||||||||||||||
Proceeds
from issuance of other debt
|
203 | 41,960 | 240 | 32,873 | 12,254 | 46,004 | ||||||||||||||||||
Principal
payments on other debt
|
(594 | ) | (45,281 | ) | (837 | ) | (38,594 | ) | (758 | ) | (35,843 | ) | ||||||||||||
Financing
activity from Automotive
|
— | — | — | 18 | — | 1,400 | ||||||||||||||||||
Financing
activity to Automotive
|
— | (9 | ) | — | — | — | (1,185 | ) | ||||||||||||||||
Other
|
(252 | ) | (352 | ) | 35 | (123 | ) | (147 | ) | (192 | ) | |||||||||||||
Net
cash (used in)/provided by financing activities
|
217 | (8,906 | ) | (433 | ) | (4,817 | ) | 11,543 | 3,945 | |||||||||||||||
Effect
of exchange rate changes on cash
|
(309 | ) | (499 | ) | 506 | 508 | 104 | 360 | ||||||||||||||||
Net
change in intersector receivables/payables and other
liabilities
|
(840 | ) | 840 | (291 | ) | 291 | 1,321 | (1,321 | ) | |||||||||||||||
Net
increase/(decrease) in cash and cash equivalents from continuing
operations
|
(14,301 | ) | 1,067 | 4,642 | 1,721 | 2,639 | (2,144 | ) | ||||||||||||||||
Cash
flows from discontinued operations
|
||||||||||||||||||||||||
Cash
flows from operating activities of discontinued operations
|
— | — | 16 | 10 | (11 | ) | — | |||||||||||||||||
Cash
flows from investing activities of discontinued operations
|
— | — | — | — | — | — | ||||||||||||||||||
Cash
flows from financing activities of discontinued operations
|
— | — | — | — | — | — | ||||||||||||||||||
Net
increase/(decrease) in cash and cash equivalents
|
$ | (14,301 | ) | $ | 1,067 | $ | 4,658 | $ | 1,731 | $ | 2,628 | $ | (2,144 | ) | ||||||||||
Cash
and cash equivalents at January 1
|
$ | 20,678 | $ | 14,605 | $ | 16,022 | $ | 12,874 | $ | 13,373 | $ | 15,018 | ||||||||||||
Cash
and cash equivalents of discontinued/held-for-sale operations at January
1
|
— | — | (2 | ) | — | 19 | — | |||||||||||||||||
Net
increase/(decrease) in cash and cash equivalents
|
(14,301 | ) | 1,067 | 4,658 | 1,731 | 2,628 | (2,144 | ) | ||||||||||||||||
Less:
Cash and cash equivalents of discontinued/held-for-sale operations at
December 31
|
— | — | — | — | 2 | — | ||||||||||||||||||
Cash
and cash equivalents at December 31
|
$ | 6,377 | $ | 15,672 | $ | 20,678 | $ | 14,605 | $ | 16,022 | $ | 12,874 |
Capital
in
|
Accumulated
Other Comprehensive
|
|||||||||||||||||||||||||||||||
Excess
|
Retained
|
Income/(Loss)
|
||||||||||||||||||||||||||||||
of
Par
|
Earnings/
|
Foreign
|
Employee
|
Derivative
|
||||||||||||||||||||||||||||
Capital
|
Value
of
|
(Accumulated
|
Currency
|
Benefit
|
Instruments
|
|||||||||||||||||||||||||||
Stock
|
Stock
|
Deficit)
|
Translation
|
Related
|
and
Other
|
Other
|
Total
|
|||||||||||||||||||||||||
YEAR
ENDED DECEMBER 31, 2006
|
||||||||||||||||||||||||||||||||
Balance
at beginning of year
|
$ | 19 | $ | 4,872 | $ | 13,064 | $ | 613 | $ | (4,396 | ) | $ | 103 | $ | (833 | ) | $ | 13,442 | ||||||||||||||
Comprehensive
income/(loss)
|
||||||||||||||||||||||||||||||||
Net
income/(loss)
|
— | — | (12,613 | ) | — | — | — | — | (12,613 | ) | ||||||||||||||||||||||
Foreign
currency translation (net of $3 of tax benefit)
|
— | — | — | 2,585 | — | — | — | 2,585 | ||||||||||||||||||||||||
Net
gain/(loss) on derivative instruments (net of $266 of tax)
|
— | — | — | 17 | — | 477 | — | 494 | ||||||||||||||||||||||||
Minimum
pension liability (net of $819 of tax)
|
— | — | — | — | 1,542 | — | — | 1,542 | ||||||||||||||||||||||||
Net
holding gain/(loss) (net of $31 of tax benefit)
|
— | — | — | — | — | (59 | ) | — | (59 | ) | ||||||||||||||||||||||
Comprehensive
income/(loss)
|
(8,051 | ) | ||||||||||||||||||||||||||||||
Adoption of
Statement
of Financial AccountingStandards ("SFAS") No. 158
(net of $646 of tax benefit)
|
— | — | — | — | (8,728 | ) | — | — | (8,728 | ) | ||||||||||||||||||||||
Common
Stock issued for employee benefit plans and other
|
— | (310 | ) | — | — | — | — | — | (310 | ) | ||||||||||||||||||||||
ESOP
loan and treasury stock
|
— | — | — | — | — | — | 650 | 650 | ||||||||||||||||||||||||
Cash
dividends
|
— | — | (468 | ) | — | — | — | — | (468 | ) | ||||||||||||||||||||||
Balance
at end of year
|
$ | 19 | $ | 4,562 | $ | (17 | ) | $ | 3,215 | $ | (11,582 | ) | $ | 521 | $ | (183 | ) | $ | (3,465 | ) | ||||||||||||
YEAR
ENDED DECEMBER 31, 2007
|
||||||||||||||||||||||||||||||||
Balance
at beginning of year
|
$ | 19 | $ | 4,562 | $ | (17 | ) | $ | 3,215 | $ | (11,582 | ) | $ | 521 | $ | (183 | ) | $ | (3,465 | ) | ||||||||||||
Comprehensive
income/(loss)
|
||||||||||||||||||||||||||||||||
Net
income/(loss)
|
— | — | (2,723 | ) | — | — | — | — | (2,723 | ) | ||||||||||||||||||||||
Foreign
currency translation (net of $0 of tax)
|
— | — | — | 1,780 | — | — | — | 1,780 | ||||||||||||||||||||||||
Net
gain/(loss) on derivative instruments (net of $126 of tax
benefit)
|
— | — | — | 2 | — | (66 | ) | — | (64 | ) | ||||||||||||||||||||||
Employee
benefit related (net of $1,870 of tax)
|
— | — | — | — | 5,620 | — | — | 5,620 | ||||||||||||||||||||||||
Net
holding gain/(loss) (net of $0 of tax)
|
— | — | — | — | — | (48 | ) | — | (48 | ) | ||||||||||||||||||||||
Comprehensive
income/(loss)
|
4,565 | |||||||||||||||||||||||||||||||
Adoption
of Financial Accounting Standards Board ("FASB") Interpretation
No. 48
|
— | — | 1,255 | — | — | — | — | 1,255 | ||||||||||||||||||||||||
Common
Stock issued for debt conversion, employee benefit plans, and
other
|
3 | 3,272 | — | — | — | — | — | 3,275 | ||||||||||||||||||||||||
ESOP
loan and treasury stock
|
— | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||||||
Cash
dividends
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Balance
at end of year
|
$ | 22 | $ | 7,834 | $ | (1,485 | ) | $ | 4,997 | $ | (5,962 | ) | $ | 407 | $ | (185 | ) | $ | 5,628 | |||||||||||||
YEAR
ENDED DECEMBER 31, 2008
|
||||||||||||||||||||||||||||||||
Balance
at beginning of year
|
$ | 22 | $ | 7,834 | $ | (1,485 | ) | $ | 4,997 | $ | (5,962 | ) | $ | 407 | $ | (185 | ) | $ | 5,628 | |||||||||||||
Comprehensive
income/(loss)
|
||||||||||||||||||||||||||||||||
Net
income/(loss)
|
— | — | (14,672 | ) | — | — | — | — | (14,672 | ) | ||||||||||||||||||||||
Foreign
currency translation (net of $0 of tax)
|
— | — | — | (5,576 | ) | — | — | — | (5,576 | ) | ||||||||||||||||||||||
Net
gain/(loss) on derivative instruments (net of $147 of tax
benefit)
|
— | — | — | (31 | ) | — | (303 | ) | — | (334 | ) | |||||||||||||||||||||
Employee
benefit related (net of $44 of tax)
|
— | — | — | — | (3,575 | ) | — | — | (3,575 | ) | ||||||||||||||||||||||
Net
holding gain/(loss) (net of $0 of tax)
|
— | — | — | — | — | (42 | ) | — | (42 | ) | ||||||||||||||||||||||
Comprehensive
income/(loss)
|
(24,199 | ) | ||||||||||||||||||||||||||||||
Adoption
of SFAS No. 159 (net of $0 of tax)
|
— | — | 12 | — | — | — | — | 12 | ||||||||||||||||||||||||
Common
Stock issued for debt conversion, employee benefit plans, and
other
|
2 | 1,242 | — | — | — | — | — | 1,244 | ||||||||||||||||||||||||
ESOP
loan and treasury stock
|
— | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||
Cash
dividends
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Balance
at end of year
|
$ | 24 | $ | 9,076 | $ | (16,145 | ) | $ | (610 | ) | $ | (9,537 | ) | $ | 62 | $ | (181 | ) | $ | (17,311 | ) |
Footnote
|
Page
|
|
Note
1
|
Presentation
|
FS
–9
|
Note
2
|
Summary
of Accounting Policies
|
FS
–13
|
Note
3
|
Marketable,
Loaned, and Other Securities
|
FS
–21
|
Note
4
|
Finance
Receivables –Financial Services Sector
|
FS
–22
|
Note
5
|
Net
Investment in Operating Leases
|
FS
–23
|
Note
6
|
Allowance for
Credit Losses –Financial Services Sector
|
FS
–24
|
Note
7
|
Sales
of Receivables –Financial Services Sector
|
FS
–25
|
Note
8
|
Inventories
|
FS
–26
|
Note
9
|
Equity
in Net Assets of Affiliated Companies
|
FS
–27
|
Note
10
|
Significant
Unconsolidated Affiliates
|
FS
–28
|
Note
11
|
Variable
Interest Entities
|
FS
–28
|
Note
12
|
Net
Property and Related Expenses
|
FS
–34
|
Note
13
|
Impairment
of Long-Lived Assets
|
FS
–34
|
Note
14
|
Goodwill
and Other Net Intangibles
|
FS
–35
|
Note
15
|
Accrued
Liabilities and Deferred Revenue
|
FS
–36
|
Note
16
|
Debt
and Commitments
|
FS
–37
|
Note
17
|
Share-Based
Compensation
|
FS
–42
|
Note
18
|
Employee
Separation Actions and Exit and Disposal Activities
|
FS
–44
|
Note
19
|
Income
Taxes
|
FS
–46
|
Note
20
|
Discontinued
Operations, Held-For-Sale Operations, Other Dispositions, and
Acquisitions
|
FS
–48
|
Note
21
|
Capital
Stock and Amounts Per Share
|
FS
–52
|
Note
22
|
Derivative
Financial Instruments and Hedging Activities
|
FS
–53
|
Note
23
|
Retirement
Benefits
|
FS
–56
|
Note
24
|
Operating
Cash Flows
|
FS
–65
|
Note
25
|
Fair
Value Measurements
|
FS
–67
|
Note
26
|
Segment
Information
|
FS
–69
|
Note
27
|
Geographic
Information
|
FS
–73
|
Note
28
|
Selected
Quarterly Financial Data
|
FS
–73
|
Note
29
|
Commitments
and Contingencies
|
FS
–74
|
December 31,
2008
|
December 31,
2007
|
|||||||
Sector
balance sheet presentation of deferred income tax assets:
|
||||||||
Automotive
sector current deferred income tax assets
|
$ | 302 | $ | 532 | ||||
Automotive
sector non-current deferred income tax assets
|
7,204 | 9,268 | ||||||
Financial
Services sector deferred income tax assets*
|
251 | 163 | ||||||
Total
|
7,757 | 9,963 | ||||||
Reclassification
for netting of deferred income taxes
|
(4,649 | ) | (6,463 | ) | ||||
Consolidated
balance sheet presentation of deferred income tax assets
|
$ | 3,108 | $ | 3,500 | ||||
Sector
balance sheet presentation of deferred income tax
liabilities:
|
||||||||
Automotive
sector current deferred income tax liabilities
|
$ | 2,790 | $ | 2,671 | ||||
Automotive
sector non-current deferred income tax liabilities
|
614 | 783 | ||||||
Financial
Services sector deferred income tax liabilities
|
3,280 | 6,043 | ||||||
Total
|
6,684 | 9,497 | ||||||
Reclassification
for netting of deferred income taxes
|
(4,649 | ) | (6,463 | ) | ||||
Consolidated
balance sheet presentation of deferred income tax
liabilities
|
$ | 2,035 | $ | 3,034 |
2008
|
2007
|
2006
|
||||||||||
Sum
of sector cash flows from operating activities of continuing
operations
|
$ | (3,333 | ) | $ | 15,127 | $ | 3,144 | |||||
Reclassification
of wholesale receivable cash flows from investing to operating for
consolidated presentation (a)
|
2,736 | 1,927 | 6,113 | |||||||||
Reclassification
of finance receivable cash flows from investing to operating for
consolidated presentation (b)
|
418 | 20 | 365 | |||||||||
Consolidated
cash flows from operating activities of continuing
operations
|
$ | (179 | ) | $ | 17,074 | $ | 9,622 |
(a)
|
In
addition to vehicles sold by us, the cash flows from wholesale finance
receivables being reclassified from investing to operating include
financing by Ford Credit of used and non-Ford vehicles. 100% of
cash flows from wholesale finance receivables have been reclassified for
consolidated presentation as the portion of these cash flows from used and
non-Ford vehicles is impracticable to
separate.
|
(b)
|
Includes
cash flows of finance receivables purchased from certain divisions and
subsidiaries of the Automotive
sector.
|
2008
|
2007
|
|||||||||||
Automotive
|
Financial
Services
|
Automotive
|
Financial
Services
|
|||||||||
Finance
receivables, net (a)
|
$ | 2.6 | $ | 3.7 | ||||||||
Unearned
interest supplements and residual support (b)
|
(2.6 | ) | (0.7 | ) | ||||||||
Wholesale
receivables/Other (c)
|
1.0 | 1.8 | ||||||||||
Net
investment in operating leases (d)
|
0.6 | 0.7 | ||||||||||
Other
assets (e)
|
0.6 | 1.2 | ||||||||||
Intersector
receivables/(payables) (f)
|
$ |
2.0
|
(2.0 | ) | $ |
2.0
|
(2.0 | ) |
(a)
|
Automotive
sector receivables (generated primarily from vehicle and parts sales to
third parties) sold to Ford Credit. These receivables are
classified as
Other
receivables, net
on our consolidated balance sheet and
Finance receivables, net
on our sector balance sheet.
|
(b)
|
As
of January 1, 2008, to reduce ongoing obligations to Ford Credit and to be
consistent with general industry practice, we began paying interest
supplements and residual value support to Ford Credit at the time Ford
Credit purchased eligible contracts from dealers.
|
(c)
|
Primarily
wholesale receivables with entities that are consolidated subsidiaries of
Ford. The consolidated subsidiaries include dealerships that
are partially owned by Ford and consolidated as variable interest entities
("VIEs"), and also certain overseas affiliates.
|
(d)
|
Sale-leaseback
agreement between Automotive and Financial Services sectors relating to
vehicles that we lease to our employees and employees of our
subsidiaries.
|
(e)
|
Primarily
used vehicles purchased by Ford Credit pursuant to the Automotive sector's
obligation to repurchase such vehicles from daily rental car
companies. These vehicles are subsequently sold at
auction.
|
(f)
|
Amounts
owed to the Automotive sector by Ford Credit, or vice versa, primarily
under a tax sharing
agreement.
|
2008
|
2007
|
2006
|
||||||||||
Interest
income
|
$ | 951 | $ | 1,713 | $ | 1,409 | ||||||
Realized
and unrealized gains/(losses) on cash equivalents and marketable
securities
|
(1,309 | ) | (109 | ) | 52 | |||||||
Gains/(Losses)
on the sale of held-for-sale operations, equity and cost investments, and
other dispositions
|
(527 | ) | 139 | 32 | ||||||||
Gains/(Losses)
on extinguishment of debt
|
141 | (512 | ) | — | ||||||||
Other
|
(11 | ) | (70 | ) | (15 | ) | ||||||
Total
|
$ | (755 | ) | $ | 1,161 | $ | 1,478 |
2008
|
2007
|
2006
|
||||||||||
Engineering,
research and development
|
$ | 7.3 | $ | 7.5 | $ | 7.2 | ||||||
Advertising
|
4.6 | 5.4 | 5.1 |
2008
|
2007
|
|||||||||||||||
Fair
Value
|
Unrealized
Gains/(Losses) (a)
|
Fair
Value
|
Unrealized
Gains/(Losses) (a)
|
|||||||||||||
Automotive
Sector
|
||||||||||||||||
Trading
(b)
|
$ | 9,296 | $ | (1,443 | ) | $ | 10,901 | $ | (55 | ) | ||||||
Available-for-sale
|
— | — | 1,458 | 9 | ||||||||||||
Total
Automotive sector
|
9,296 | (1,443 | ) | 12,359 | (46 | ) | ||||||||||
Financial
Services Sector
|
||||||||||||||||
Trading
|
8,607 | (32 | ) | 1 | — | |||||||||||
Available-for-sale
|
— | — | 3,147 | 9 | ||||||||||||
Held-to-maturity
|
— | — | 8 | — | ||||||||||||
Total
Financial Services sector
|
8,607 | (32 | ) | 3,156 | 9 | |||||||||||
Intersector
elimination (b)
|
(492 | ) | — | — | — | |||||||||||
Total
Company
|
$ | 17,411 | $ | (1,475 | ) | $ | 15,515 | $ | (37 | ) |
(a)
|
Unrealized
gains/(losses) are reflected in fair value data provided in this table;
unrealized gains/(losses) on trading securities are recorded in income on
a current period basis.
|
(b)
|
The
Fair Value column reflects an investment in Ford Credit debt securities
shown at a carrying value of $492 million (estimated fair value of
which is $437 million) at December 31, 2008. See
Note 1 for additional detail.
|
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
Automotive
Sector
|
||||||||||||||||
Available-for-sale
|
||||||||||||||||
U.S.
government
|
$ | 214 | $ | 1 | $ | — | $ | 215 | ||||||||
Mortgage-backed
|
575 | 6 | 1 | 580 | ||||||||||||
Other
debt securities
|
660 | 3 | — | 663 | ||||||||||||
Total
Automotive sector
|
$ | 1,449 | $ | 10 | $ | 1 | $ | 1,458 | ||||||||
Financial
Services Sector
|
||||||||||||||||
Available-for-sale
|
||||||||||||||||
U.S.
government
|
$ | 632 | $ | 1 | $ | — | $ | 633 | ||||||||
Government-sponsored
enterprises
|
1,944 | 4 | — | 1,948 | ||||||||||||
Mortgage-backed
securities
|
324 | 2 | 1 | 325 | ||||||||||||
Other
debt securities
|
139 | 2 | 1 | 140 | ||||||||||||
Equity
securities
|
99 | 2 | — | 101 | ||||||||||||
Subtotal
|
3,138 | 11 | 2 | 3,147 | ||||||||||||
Held-to-maturity
|
8 | — | — | 8 | ||||||||||||
Total
Financial Services sector
|
$ | 3,146 | $ | 11 | $ | 2 | $ | 3,155 |
Proceeds
|
||||||||||||||||
Maturities
|
Sales
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Automotive
sector
|
$ | — | $ | 496 | $ | 2,686 | $ | 4,369 | ||||||||
Financial
Services sector
|
7,900 | 9,157 | 8,074 | 4,434 | ||||||||||||
Total
Company
|
$ | 7,900 | $ | 9,653 | $ | 10,760 | $ | 8,803 |
Gains
|
Losses
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Automotive
sector
|
$ | 10 | $ | 4 | $ | 7 | $ | 22 | ||||||||
Financial
Services sector
|
45 | 19 | 5 | 4 | ||||||||||||
Total
Company
|
$ | 55 | $ | 23 | $ | 12 | $ | 26 |
2008
|
2007
|
|||||||
Retail
(including direct financing leases)
|
$ | 67,316 | $ | 75,442 | ||||
Wholesale
|
27,483 | 33,457 | ||||||
Other
finance receivables
|
4,057 | 4,753 | ||||||
Total
finance receivables
|
98,856 | 113,652 | ||||||
Unearned
interest supplements
|
(1,343 | ) | — | |||||
Allowance
for credit losses
|
(1,417 | ) | (948 | ) | ||||
Other
|
5 | 29 | ||||||
Net
finance and other receivables
|
$ | 96,101 | $ | 112,733 | ||||
Net
finance receivables subject to fair value*
|
$ | 91,584 | $ | 107,432 | ||||
Fair
Value
|
$ | 84,615 | $ | 103,954 |
*
|
At
December 31, 2008 and 2007, excludes $4.5 billion and $5.3 billion,
respectively, of certain receivables (primarily direct financing leases)
that are not subject to fair value disclosure require
ments.
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
||||||||||||||||
Total
finance receivables, including minimum lease rentals
|
$ | 58,725 | $ | 20,304 | $ | 11,598 | $ | 8,229 | $ | 98,856 |
2008
|
2007
|
|||||||
Total
minimum lease rentals to be received
|
$ | 2,940 | $ | 3,430 | ||||
Less:
Unearned income
|
(541 | ) | (512 | ) | ||||
Loan
origination costs
|
33 | 57 | ||||||
Estimated
residual values
|
2,135 | 2,356 | ||||||
Less:
Allowance for credit losses
|
(50 | ) | (52 | ) | ||||
Net
investment in direct financing leases
|
$ | 4,517 | $ | 5,279 |
2009
|
2010
|
2011
|
Thereafter
|
Total
|
||||||||||||||||
Minimum
rentals on direct financing leases
|
$ | 994 | $ | 861 | $ | 693 | $ | 392 | $ | 2,940 |
2008
|
2007
|
|||||||
Automotive
Sector
|
||||||||
Vehicles,
net of depreciation (a)
|
$ | 2,618 | $ | 2,946 | ||||
Financial
Services Sector
|
||||||||
Vehicles
and other equipment, at cost (b)
|
28,926 | 38,956 | ||||||
Accumulated
depreciation
|
(5,542 | ) | (8,493 | ) | ||||
Allowance
for credit losses
|
(264 | ) | (154 | ) | ||||
Total
Financial Services sector
|
23,120 | 30,309 | ||||||
Total
|
$ | 25,738 | $ | 33,255 |
(a)
|
Included
in
Automotive
other current assets
on our sector balance
sheet.
|
(b)
|
Includes
the impairment of operating leases at Ford Credit. See Note 13
for additional details.
|
2008
|
2007
|
2006
|
||||||||||
Operating
lease depreciation expense
|
$ | 861 | $ | 979 | $ | 1,384 |
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
|||||||||||||||||||
Minimum
rentals on operating leases
|
$ | 4,205 | $ | 2,920 | $ | 1,581 | $ | 444 | $ | 58 | $ | 180 |
2008
|
2007
|
2006
|
||||||||||
Operating
lease depreciation expense
|
$ | 9,048 | $ | 6,212 | $ | 5,214 |
2008
|
2007
|
2006
|
||||||||||
Beginning
balance
|
$ | 1,102 | $ | 1,121 | $ | 1,594 | ||||||
Provision
for credit losses
|
1,773 | 592 | 100 | |||||||||
Total
charge-offs and recoveries
|
||||||||||||
Charge-offs
|
(1,552 | ) | (1,105 | ) | (995 | ) | ||||||
Recoveries
|
414 | 470 | 470 | |||||||||
Net
charge-offs
|
(1,138 | ) | (635 | ) | (525 | ) | ||||||
Other
changes, principally amounts related to finance receivables sold and
translation adjustments
|
(56 | ) | 24 | (48 | ) | |||||||
Ending
balance
|
$ | 1,681 | $ | 1,102 | $ | 1,121 |
Retail
|
||||
Servicing
portfolio at December 31, 2006
|
$ | 14,234 | ||
Receivables
sales
|
815 | |||
Collections
and re-acquired receivables
|
(8,151 | ) | ||
Servicing
portfolio at December 31, 2007
|
6,898 | |||
Receivables
sales
|
— | |||
Collections
and re-acquired receivables
|
(6,069 | ) | ||
Servicing
portfolio at December 31, 2008
|
$ | 829 |
2008
|
2007
|
2006
|
||||||||||
Servicing
fees
|
$ | 45 | $ | 122 | $ | 198 | ||||||
Interest
income on retained interests
|
154 | 264 | 382 | |||||||||
Net
gain on sale of receivables
|
— | 5 | 88 | |||||||||
Investment
and other income related to sales of receivables
|
$ | 199 | $ | 391 | $ | 668 |
2008
|
2007
|
2006
|
||||||||||
Proceeds
from sales of receivables and retained interests
|
||||||||||||
Proceeds
from sales of retail receivables
|
$ | — | $ | 697 | $ | 4,863 | ||||||
Proceeds
from interest in sold wholesale receivables
|
— | — | — | |||||||||
Proceeds
from revolving-period securitizations
|
— | — | 217 | |||||||||
Proceeds
from sale of retained notes – retail
|
— | — | 40 | |||||||||
Total
|
$ | — | $ | 697 | $ | 5,120 | ||||||
Cash
flows related to net change in retained interest
|
||||||||||||
Interest
in sold retail receivables
|
$ | 281 | $ | 401 | $ | 672 | ||||||
Interest
in sold wholesale receivables
|
— | — | — | |||||||||
Total
|
$ | 281 | $ | 401 | $ | 672 | ||||||
Servicing
fees
|
||||||||||||
Retail
|
$ | 45 | $ | 122 | $ | 198 | ||||||
Wholesale
|
— | — | — | |||||||||
Total
|
$ | 45 | $ | 122 | $ | 198 | ||||||
Other
cash flows received on retained interests (which are reflected in
securitization income)
|
||||||||||||
Retail
|
$ | 168 | $ | 147 | $ | 115 | ||||||
Wholesale
|
— | — | — | |||||||||
Total
|
$ | 168 | $ | 147 | $ | 115 |
2008
|
2007
|
|||||||
Raw
materials, work-in-process and supplies
|
$ | 3,016 | $ | 4,360 | ||||
Finished
products
|
6,493 | 6,861 | ||||||
Total
inventories under FIFO
|
9,509 | 11,221 | ||||||
Less:
LIFO adjustment
|
(891 | ) | (1,100 | ) | ||||
Total
inventories
|
$ | 8,618 | $ | 10,121 |
Investment
Balance
|
||||||||||||
Ownership
Percentages
|
2008
|
2007
|
||||||||||
Automotive
Sector
|
||||||||||||
AutoAlliance
(Thailand) Co., Ltd ("AAT").
|
50.0 | % | $ | 258 | $ | 202 | ||||||
Jiangling
Motors Corporation, Ltd ("JMC")
|
30.0 | % | 191 | 159 | ||||||||
Changan
Ford Mazda Automobile Corporation, Ltd
|
35.0 | % | 189 | 183 | ||||||||
Ford
Motor Company Capital Trust II ("Trust II")
|
5.0 | % | 155 | 155 | ||||||||
Tenedora
Nemak, S.A. de C.V.
|
6.8 | % | 74 | 76 | ||||||||
Blue
Diamond Truck, S. de R.L. de C.V.
|
49.0 | % | 33 | 45 | ||||||||
Getrag
Asia Pacific GmbH & Co. KG
|
25.0 | % | 29 | 25 | ||||||||
S.C.
Automobile Craiova SA. ("ACSA") *
|
72.4 | % | 24 | — | ||||||||
Getrag
America Holdings GmbH CH
|
25.0 | % | 19 | 3 | ||||||||
NuCellsys
Holding GmbH
|
50.0 | % | 18 | 14 | ||||||||
Changan
Ford Mazda Engine Company, Ltd.
|
25.0 | % | 15 | 15 | ||||||||
Blue
Diamond Parts, LLC
|
51.0 | % | 10 | 5 | ||||||||
Ford
Performance Vehicles Pty Ltd.
|
49.0 | % | 8 | 7 | ||||||||
OEConnection
LLC
|
25.0 | % | 7 | 5 | ||||||||
Percepta,
LLC
|
45.0 | % | 7 | 5 | ||||||||
Automotive
Fuel Cell Cooperation Corporation ("AFCC")….
|
30.0 | % | 4 | — | ||||||||
Mazda
Motor Corporation ("Mazda")
|
— | — | 1,322 | |||||||||
Ballard
Power Systems, Inc. ("Ballard")
|
— | — | 22 | |||||||||
Lindsay
Cars Limited ("Lindsay")
|
— | — | 7 | |||||||||
Other
|
Various
|
28 | 33 | |||||||||
Total
Automotive sector
|
1,069 | 2,283 | ||||||||||
Financial
Services Sector
|
||||||||||||
DFO
Partnership
|
50.0 | % | 357 | 468 | ||||||||
Saracen
HoldCo AB *
|
50.0 | % | 66 | — | ||||||||
AB
Volvofinans ("Volvofinans")
|
10.0 | % | 44 | 38 | ||||||||
FFS
Finance South Africa (Pty) Limited
|
50.0 | % | 34 | 42 | ||||||||
RouteOne
LLC
|
30.0 | % | 18 | 19 | ||||||||
Other
|
Various
|
4 | 3 | |||||||||
Total
Financial Services sector
|
523 | 570 | ||||||||||
Total
Company
|
$ | 1,592 | $ | 2,853 |
*
|
See
Note 20 for discussion of these
entities.
|
2008
|
2007
|
2006
|
||||||||||
Net
sales
|
$ | 31,422 | $ | 28,108 | $ | 26,640 | ||||||
Cost
and expenses
|
30,036 | 26,763 | 25,395 | |||||||||
Income
from continuing operations
|
889 | 698 | 611 | |||||||||
Net
income/(loss)
|
854 | 628 | 542 | |||||||||
Total
assets
|
$ | 19,548 | $ | 16,776 | $ | 15,008 | ||||||
Total
liabilities
|
14,067 | 12,430 | 11,408 |
2008
|
2007
|
2006
|
||||||||||
Ford's
share of Mazda's net income/(loss)
|
$ | 25 | $ | 189 | $ | 256 |
2008
|
2007
|
|||||||
Assets
|
||||||||
Cash
and cash equivalents
|
$ | 665 | $ | 742 | ||||
Receivables
|
548 | 937 | ||||||
Inventories
|
1,162 | 1,187 | ||||||
Net
property
|
2,379 | 2,969 | ||||||
Other
assets
|
297 | 506 | ||||||
Total
assets
|
$ | 5,051 | $ | 6,341 | ||||
Liabilities
|
||||||||
Trade
payables
|
$ | 573 | $ | 1,014 | ||||
Accrued
liabilities
|
289 | 839 | ||||||
Income
taxes payable
|
73 | 206 | ||||||
Debt
|
972 | 1,085 | ||||||
Other
liabilities
|
169 | 229 | ||||||
Total
liabilities
|
$ | 2,076 | $ | 3,373 | ||||
Minority
interest
|
$ | 1,168 | $ | 1,394 |
2008
|
2007
|
|||||||
Sales
|
$ | 7,191 | $ | 7,753 | ||||
Costs
and expenses
|
||||||||
Cost
of sales
|
6,154 | 6,166 | ||||||
Selling,
administrative and other expenses
|
749 | 814 | ||||||
Total
costs and expenses
|
6,903 | 6,980 | ||||||
Operating
income/(loss)
|
288 | 773 | ||||||
Interest
expense
|
82 | 55 | ||||||
Interest
income and other non-operating income/(expense), net
|
55 | 40 | ||||||
Equity
in net income/(loss) of affiliated companies
|
(3 | ) | (1 | ) | ||||
Income/(Loss)
before income taxes - Automotive
|
258 | 757 | ||||||
Provision
for/(Benefit from) income taxes
|
46 | 172 | ||||||
Minority
interest in net income/(loss) of subsidiaries
|
202 | 322 | ||||||
Income/(Loss)
from continuing operations
|
$ | 10 | $ | 263 |
Change
in
|
||||||||||||
Maximum
|
||||||||||||
2008
|
2007
|
Exposure
|
||||||||||
Investments
|
$ | 413 | $ | 357 | $ | 56 | ||||||
Liabilities
|
(38 | ) | (18 | ) | (20 | ) | ||||||
Guarantees
(off-balance sheet)
|
362 | 182 | 180 | |||||||||
Total
maximum exposure
|
$ | 737 | $ | 521 | $ | 216 |
|
·
|
Retail
transactions – consumer credit risk and prepayment
risk.
|
|
·
|
Wholesale
transactions – dealer credit risk.
|
|
·
|
Net
investments in operating lease transactions – vehicle residual value risk,
consumer credit risk, and prepayment
risk.
|
2008
|
2007
|
|||||||||||||||
Cash
& Cash Equivalents (a)
|
Debt
(b) (c)
|
Cash
& Cash Equivalents (a)
|
Debt
|
|||||||||||||
VIEs
supporting transactions by asset-class (b)
|
||||||||||||||||
Retail
|
$ | 2,673 | $ | 34,507 | $ | 2,621 | $ | 36,000 | ||||||||
Wholesale
|
1,029 | 15,537 | 793 | 16,063 | ||||||||||||
Net
investment in operating leases
|
206 | 12,005 | 469 | 14,310 | ||||||||||||
Total
|
$ | 3,908 | $ | 62,049 | $ | 3,883 | $ | 66,373 |
(a)
|
Additional
cash and cash equivalents available to support the obligations of the VIEs
that are not assets of the VIEs were $949 million and
$753 million as of December 31, 2008 and 2007,
respectively.
|
(b)
|
In 2008, certain
notes issued by the VIEs to affiliated companies serv
ed as
collateral for accessing the ECB facility. This external
funding of $308 million at December 31, 2008 was not
reflected as a liability of the VIEs, but was included in our consolidated
liabilities.
|
(c)
|
The
derivative assets of our consolidated VIEs were $46 million and $24
million at December 31, 2008 and 2007, respectively, and the derivative
liabilities were $808 million and $271 million at December 31, 2008 and
2007, respectively.
|
2008
|
2007
|
|||||||||||||||
Derivative
(Income)/
Expense
|
Interest
Expense
|
Derivative
(Income)/
Expense
|
Interest
Expense
|
|||||||||||||
VIEs
supporting transactions by asset-class
|
||||||||||||||||
Retail
|
$ | 684 | $ | 1,725 | $ | 150 | $ | 1,740 | ||||||||
Wholesale
|
(47 | ) | 706 | 8 | 904 | |||||||||||
Net
investment in operating leases
|
178 | 622 | 17 | 662 | ||||||||||||
Our
financial performance related to VIEs
|
$ | 815 | $ | 3,053 | $ | 175 | $ | 3,306 |
2008
|
2007
|
|||||||
Land
|
$ | 579 | $ | 764 | ||||
Buildings
and land improvements
|
12,560 | 14,402 | ||||||
Machinery,
equipment and other
|
43,633 | 45,303 | ||||||
Construction
in progress
|
1,355 | 2,031 | ||||||
Total
land, plant and equipment
|
58,127 | 62,500 | ||||||
Accumulated
depreciation
|
(38,237 | ) | (36,561 | ) | ||||
Net
land, plant and equipment
|
19,890 | 25,939 | ||||||
Special
tools, net of amortization
|
8,462 | 10,040 | ||||||
Net
Automotive sector property
|
28,352 | 35,979 | ||||||
Net
Financial Services sector property*
|
213 | 260 | ||||||
Total
|
$ | 28,565 | $ | 36,239 |
*
|
Included
in
Financial Services
other assets
on our sector balance
sheet.
|
2008
|
2007
|
2006
|
||||||||||
Depreciation
and other amortization
|
$ | 6,584 | $ | 3,474 | $ | 6,487 | ||||||
Amortization
of special tools
|
4,537 | 3,289 | 4,671 | |||||||||
Total
*
|
$ | 11,121 | $ | 6,763 | $ | 11,158 | ||||||
Maintenance
and rearrangement
|
$ | 1,839 | $ | 2,014 | $ | 2,081 |
*
|
Includes
impairments of long-lived assets for 2008 and 2006. See Note 13
for additional information.
|
Ford
North America
|
||||
Land
|
$ | — | ||
Buildings
and land improvements
|
698 | |||
Machinery,
equipment and other
|
2,833 | |||
Special
tools
|
1,769 | |||
Total
|
$ | 5,300 |
Ford
North America
|
Jaguar
Land Rover
|
|||||||
Land
|
$ | — | $ | — | ||||
Buildings
and land improvements
|
324 | 176 | ||||||
Machinery,
equipment and other
|
1,360 | 635 | ||||||
Special
tools
|
516 | 750 | ||||||
Intangible
assets
|
— | 39 | ||||||
Total
|
$ | 2,200 | $ | 1,600 |
Automotive
Sector
|
Financial
Services Sector
|
|||||||||||||||||||||||
Ford
North America
|
Ford
Europe
|
Volvo
|
Total
|
Ford
Credit
|
Total
Company
|
|||||||||||||||||||
Balances
at December 31, 2007
|
$ | 89 | $ | 37 | $ | 1,360 | $ | 1,486 | $ | 18 | $ | 1,504 | ||||||||||||
Changes
in goodwill:
|
||||||||||||||||||||||||
Goodwill
acquired
|
— | — | — | — | — | — | ||||||||||||||||||
Other
disposals
|
(1 | ) | — | — | (1 | ) | (9 | ) | (10 | ) | ||||||||||||||
Dealer
goodwill impairment*
|
(88 | ) | — | — | (88 | ) | — | (88 | ) | |||||||||||||||
Effect
of foreign currency translation and other
|
— | (6 | ) | (210 | ) | (216 | ) | — | (216 | ) | ||||||||||||||
Balances
at December 31, 2008
|
$ | — | $ | 31 | $ | 1,150 | $ | 1,181 | $ | 9 | $ | 1,190 |
*
|
Based
on our expected reduction of our Ford North America dealership base, we
recorded an other-than-temporary impairment of our investment in our
consolidated North America dealerships. We recorded the
$88 million impairment of our invest
ment in the first
quarter of 2008 by writing down the related goodwill to its fair value of
$0.
|
December
31, 2008
|
December
31, 2007
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Less:
Accumulated Amortization
|
Net
Intangible Assets
|
Gross
Carrying
Amount
|
Less:
Accumulated Amortization
|
Net
Intangible Assets
|
|||||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||||||
Distribution
networks
|
$ | 295 | $ | (96 | ) | $ | 199 | $ | 335 | $ | (103 | ) | $ | 232 | ||||||||||
Manufacturing
and production incentive rights
|
227 | (113 | ) | 114 | 297 | (74 | ) | 223 | ||||||||||||||||
Other
|
148 | (58 | ) | 90 | 199 | (89 | ) | 110 | ||||||||||||||||
Total
Automotive sector
|
670 | (267 | ) | 403 | 831 | (266 | ) | 565 | ||||||||||||||||
Total
Financial Services Sector
|
4 | (4 | ) | — | 4 | (4 | ) | — | ||||||||||||||||
Total
|
$ | 674 | $ | (271 | ) | $ | 403 | $ | 835 | $ | (270 | ) | $ | 565 |
2008
|
2007
|
2006
|
||||||||||
Pre-tax
amortization expense
|
$ | 99 | $ | 106 | $ | 66 |
2008
|
2007
|
|||||||
Automotive
Sector
|
||||||||
Current
|
||||||||
Other
postretirement employee benefits ("OPEB")
|
$ | 10,917 | $ | 457 | ||||
Dealer
and customer allowances and claims
|
10,691 | 13,604 | ||||||
Deferred
revenue
|
3,667 | 4,093 | ||||||
Employee
benefit plans
|
1,987 | 2,892 | ||||||
Accrued
interest
|
419 | 514 | ||||||
Pension
|
478 | 439 | ||||||
Other
|
4,236 | 5,673 | ||||||
Total
Automotive current
|
32,395 | 27,672 | ||||||
Non-current
|
||||||||
Pension
|
11,435 | 6,678 | ||||||
OPEB
|
5,358 | 23,760 | ||||||
Dealer
and customer allowances and claims
|
4,757 | 7,149 | ||||||
Deferred
revenue
|
1,767 | 1,989 | ||||||
Employee
benefit plans
|
525 | 934 | ||||||
Other
|
973 | 1,166 | ||||||
Total
Automotive non-current
|
24,815 | 41,676 | ||||||
Total
Automotive sector
|
57,210 | 69,348 | ||||||
Financial
Services Sector
|
6,184 | 5,390 | ||||||
Total
Sectors
|
63,394 | 74,738 | ||||||
Intersector
elimination*
|
(8 | ) | — | |||||
Total
Company
|
$ | 63,386 | $ | 74,738 |
*
|
Accrued
interest related to Ford's acquisition of Ford Credit debt
securities. See Note 1 for additional
detail.
|
Interest
Rates
|
||||||||||||||||||||||||
Average
Contractual
(a)
|
Weighted
Average
(b)
|
Amount
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||||||
Debt
payable within one year
|
||||||||||||||||||||||||
Short-term
|
4.5 | % | 5.6 | % | 4.5 | % | 5.6 | % | $ | 543 | $ | 653 | ||||||||||||
Long-term
payable within one year
|
||||||||||||||||||||||||
Senior
indebtedness (c)
|
648 | 522 | ||||||||||||||||||||||
Total
debt payable within one year
|
1,191 | 1,175 | ||||||||||||||||||||||
Long-term
debt payable after one year
|
||||||||||||||||||||||||
Senior
indebtedness
|
||||||||||||||||||||||||
Notes
and bank debt (c) (d)
|
6.3 | % | 7.2 | % | 6.6 | % | 7.4 | % | 21,772 | 22,905 | ||||||||||||||
Unamortized
discount
|
(144 | ) | (153 | ) | ||||||||||||||||||||
Total
senior indebtedness
|
21,628 | 22,752 | ||||||||||||||||||||||
Subordinated
indebtedness
|
6.5 | % | 6.5 | % | 6.5 | % | 6.5 | % | 3,027 | 3,027 | ||||||||||||||
Total
long-term debt payable after one year
|
24,655 | 25,779 | ||||||||||||||||||||||
Total
Automotive debt
|
$ | 25,846 | $ | 26,954 | ||||||||||||||||||||
Fair
value
|
$ | 9,135 | $ | 22,986 | ||||||||||||||||||||
Financial
Services Sector
|
||||||||||||||||||||||||
Short-term
debt
|
||||||||||||||||||||||||
Asset-backed
commercial paper
|
$ | 11,503 | $ | 13,518 | ||||||||||||||||||||
Other
asset-backed short-term debt
|
5,569 | 5,209 | ||||||||||||||||||||||
Ford
Interest Advantage (e)
|
1,958 | 5,408 | ||||||||||||||||||||||
Unsecured
commercial paper
|
12 | 526 | ||||||||||||||||||||||
Other
short-term debt
|
1,526 | 1,707 | ||||||||||||||||||||||
Total
short-term debt
|
4.5 | % | 5.5 | % | 5.2 | % | 5.7 | % | 20,568 | 26,368 | ||||||||||||||
Long-term
debt
|
||||||||||||||||||||||||
Senior
indebtedness
|
||||||||||||||||||||||||
Notes
payable within one year
|
15,712 | 12,656 | ||||||||||||||||||||||
Notes
payable after one year
|
37,583 | 52,301 | ||||||||||||||||||||||
Unamortized
discount
|
(256 | ) | (91 | ) | ||||||||||||||||||||
Asset-backed
debt
|
||||||||||||||||||||||||
Notes
payable within one year
|
26,501 | 21,108 | ||||||||||||||||||||||
Notes
payable after one year
|
28,734 | 29,491 | ||||||||||||||||||||||
Total
long-term debt
|
6.1 | % | 6.5 | % | 6.0 | % | 6.3 | % | 108,274 | 115,465 | ||||||||||||||
Total
Financial Services debt
|
$ | 128,842 | $ | 141,833 | ||||||||||||||||||||
Fair
value
|
$ | 112,389 | $ | 138,434 | ||||||||||||||||||||
Total
Automotive and Financial Services debt
|
$ | 154,688 | $ | 168,787 | ||||||||||||||||||||
Intersector
elimination (f)
|
(492 | ) | — | |||||||||||||||||||||
Total
Company debt
|
$ | 154,196 | $ | 168,787 | ||||||||||||||||||||
__________
|
(a)
|
Excludes
the effect of interest rate swap agreements and facility
fees.
|
(b)
|
Includes
the effect of interest rate swap agreements and facility
fees.
|
(c)
|
Includes
$6.9 billion in secured debt at December 31, 2008 and
2007.
|
(d)
|
Includes
$11 million in debt to mature in 2032 with put options exercisable
monthly since February 15, 1995.
|
(e)
|
The
Ford Interest Advantage program consists of our floating rate demand
notes.
|
(f)
|
Debt
related to Ford's acquisition of Ford Credit debt
securities. See Note 1 for additional
detail.
|
Total
debt maturities
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Adj.
(a)
|
Total
Debt
|
||||||||||||||||||||||||
Automotive
sector
|
$ | 1,191 | $ | 872 | $ | 263 | $ | 175 | $ | 6,626 | $ | 16,863 | $ | (144 | ) | $ | 25,846 | |||||||||||||||
Financial
Services sector
|
62,781 | 22,455 | 24,225 | 7,595 | 5,340 | 6,368 | 78 | 128,842 | ||||||||||||||||||||||||
Intersector
elimination (b)
|
(310 | ) | (182 | ) | — | — | — | — | — | (492 | ) | |||||||||||||||||||||
Total
Company
|
$ | 63,662 | $ | 23,145 | $ | 24,488 | $ | 7,770 | $ | 11,966 | $ | 23,231 | $ | (66 | ) | $ | 154,196 |
(a)
|
Automotive
sector excludes unamortized debt discounts of
$(144) million. Financial Services sector excludes
unamortized debt discounts of $(256) million and adjustments of
$334 million related to designated fair value hedges of the
debt. See Note 2 for detail on hedge accounting
policies.
|
(b)
|
Debt
related to Ford's acquisition of Ford Credit debt
securities. See Note 1 for additional
detail.
|
*
|
Credit
facilities of our VIEs are excluded as we do not control their
use.
|
2008
|
2007
|
|||||||||||||||||||||||
Cash
|
Receivables
|
Related
Debt
|
Cash
|
Receivables
|
Related
Debt
|
|||||||||||||||||||
Retail
|
$ | 3.3 | $ | 51.6 | $ | 42.6 | $ | 2.7 | $ | 41.7 | $ | 36.9 | ||||||||||||
Wholesale
|
1.2 | 22.1 | 17.6 | 0.8 | 25.5 | 18.0 | ||||||||||||||||||
Net
investment in operating leases
|
1.0 | 15.6 | 12.0 | 1.2 | 18.9 | 14.3 | ||||||||||||||||||
Total
secured debt arrangements*
|
$ | 5.5 | $ | 89.3 | $ | 72.2 | $ | 4.7 | $ | 86.1 | $ | 69.2 |
*
|
Includes
debt of $62 billion and $66 billion as of December 31, 2008 and 2007
respectively, issued by VIEs of which we are the primary beneficiary or an
affiliate whereby the debt is backed by the collateral of the VIE. The
carrying values of Ford Credit assets securing the debt issued by these
VIEs were $4.8 billion and $4.7 billion of cash, $41.9 billion and $40.7
billion of retail receivables, $19.6 billion and $22.8 billion of
wholesale receivables, and $15.6 billion and $18.9 billion of net
investment in operating leases as of December 31, 2008 and 2007,
respectively. Refer to Note 11 for further discussion regarding
VIEs.
|
Shares
(millions)
|
Weighted-
Average
Grant- Date Fair Value
|
Aggregate
Intrinsic Value
(millions)
|
||||||||||
Outstanding,
beginning of year
|
17.6 | $ | 7.68 | |||||||||
Granted
|
18.5 | 6.05 | ||||||||||
Vested
|
(5.3 | ) | 7.60 | |||||||||
Forfeited
|
(4.9 | ) | 6.09 | |||||||||
Outstanding,
end of year
|
25.9 | 6.84 | $ | 59.4 | ||||||||
RSU-stock
expected to vest
|
24.7 | N/A | 56.6 |
2008
|
2007
|
2006
|
||||||||||
Fair
value
|
||||||||||||
Granted
|
$ | 112 | $ | 121 | $ | 28 | ||||||
Weighted
average grant date (per unit)
|
6.05 | 7.64 | 7.83 | |||||||||
Vested
|
40 | 9 | 8 | |||||||||
Intrinsic
value
|
||||||||||||
Vested
|
12 | 8 | 5 |
2008
|
2007
|
2006
|
||||||||||
Compensation
cost
|
$ | 82 | $ | 76 | $ | 15 | ||||||
Taxes
*
|
— | — | (5 | ) | ||||||||
Compensation
cost, net of taxes
|
$ | 82 | $ | 76 | $ | 10 |
*
|
No
taxes recorded due to established valuation
allowances.
|
2008
|
2007
|
2006
|
||||||||||||||||||||||
Stock
Option Activity
|
Shares
(millions)
|
Weighted-
Average
Exercise
Price
|
Shares
(millions)
|
Weighted-
Average
Exercise
Price
|
Shares
(millions)
|
Weighted-
Average
Exercise
Price
|
||||||||||||||||||
Outstanding,
beginning of year
|
247.3 | $ | 17.57 | 255.6 | $ | 17.83 | 245.2 | $ | 18.72 | |||||||||||||||
Granted
|
13.5 | 6.12 | 16.3 | 7.56 | 29.1 | 7.89 | ||||||||||||||||||
Exercised*
|
(0.3 | ) | 7.65 | (1.2 | ) | 7.61 | (0.5 | ) | 7.55 | |||||||||||||||
Forfeited
(including expirations)
|
(34.3 | ) | 21.03 | (23.4 | ) | 14.00 | (18.2 | ) | 14.26 | |||||||||||||||
Outstanding,
end of year
|
226.2 | 16.37 | 247.3 | 17.57 | 255.6 | 17.83 | ||||||||||||||||||
Exercisable,
end of year
|
194.8 | 17.86 | 205.6 | 19.38 | 203.2 | 19.81 |
*
|
Exercised
at option price ranging from $7.55 to $7.83 during 2008, option price
ranging from $7.12 to $7.83 during 2007, and option price of $7.55 during
2006.
|
2008
|
2007
|
2006
|
||||||||||
Fair
value of vested options
|
$ | 65 | $ | 81 | $ | 93 |
2008
|
2007
|
2006
|
||||||||||
Compensation
cost
|
$ | 35 | $ | 75 | $ | 77 | ||||||
Taxes
*
|
— | — | (19 | ) | ||||||||
Compensation
cost, net of taxes
|
$ | 35 | $ | 75 | $ | 58 |
*
|
No
taxes recorded due to established valuation
allowances.
|
Shares
(millions)
|
Weighted-Average
Grant-Date
Fair
Value
|
|||||||
Non-vested
beginning of year
|
41.7 | $ | 3.09 | |||||
Granted
|
13.5 | 2.65 | ||||||
Vested
|
(20.1 | ) | 3.25 | |||||
Forfeited
(including expirations)
|
(3.7 | ) | 3.15 | |||||
Non-vested
end of year
|
31.4 | 2.79 |
2008
|
2007
|
2006
|
||||||||||
Fair
value per option
|
$ | 2.65 | $ | 3.57 | $ | 2.07 | ||||||
Assumptions:
|
||||||||||||
Annualized
dividend yield
|
— | % | — | % | 4.9 | % | ||||||
Expected
volatility
|
37.7 | % | 39.2 | % | 39.7 | % | ||||||
Risk-free
interest rate
|
3.9 | % | 4.8 | % | 4.9 | % | ||||||
Expected
option term (in years)
|
6.0 | 6.5 | 6.5 |
Outstanding
Options
|
Exercisable
Options
|
|||||||||||||||||||||
Range
of Exercise Prices
|
Shares
(millions)
|
Weighted-
Average
Life
(years)
|
Weighted-
Average
Exercise
Price
|
Shares
(millions)
|
Weighted-
Average
Exercise
Price
|
|||||||||||||||||
$ |
5.11
- $10.58
|
76.0 | 6.84 | $ | 7.56 | 44.6 | $ | 7.90 | ||||||||||||||
10.62
- 15.81
|
48.1 | 5.50 | 13.03 | 48.1 | 13.03 | |||||||||||||||||
15.91
- 23.88
|
55.4 | 2.5 | 18.99 | 55.4 | 18.99 | |||||||||||||||||
23.97
- 35.79
|
46.7 | 1.3 | 31.01 | 46.7 | 31.01 | |||||||||||||||||
Total
options
|
226.2 | 194.8 |
2008
|
2007
|
2006
|
||||||||||
Compensation
cost
|
$ | — | $ | 9 | $ | 19 | ||||||
Taxes
*
|
— | — | (7 | ) | ||||||||
Compensation
cost, net of taxes
|
$ | — | $ | 9 | $ | 12 |
*
|
No
taxes recorded due to established valuation
allowances.
|
Reserve
(in millions)
|
Number
of employees
|
|||||||||||||||
Full
Year
2008
|
Full
Year
2007
|
Full
Year
2008
|
Full
Year
2007
|
|||||||||||||
Beginning
balance
|
$ | 817 | $ | 1,036 | 8,316 | 10,728 | ||||||||||
Additions
to Job Security Benefits reserve/Transfers from voluntary separation
program (i.e., rescissions)
|
71 | 232 | 806 | 2,220 | ||||||||||||
Voluntary
separations and relocations
|
(248 | ) | (311 | ) | (2,880 | ) | (4,632 | ) | ||||||||
Benefit
payments and other adjustments
|
(229 | ) | (140 | ) | (2,055 | ) | — | |||||||||
Ending
balance
|
$ | 411 | $ | 817 | 4,187 | 8,316 |
Reserve
(in millions)
|
Number
of employees
|
|||||||||||||||
Full
Year
2008
|
Full
Year
2007
|
Full
Year
2008
|
Full
Year
2007
|
|||||||||||||
Beginning
balance
|
$ | 225 | $ | 2,435 | 1,374 | 26,351 | ||||||||||
Voluntary
acceptances
|
307 | — | 2,558 | — | ||||||||||||
Payments/Terminations
|
(384 | ) | (1,912 | ) | (3,397 | ) | (21,587 | ) | ||||||||
Rescissions
and other adjustments
|
14 | (298 | ) | (61 | ) | (3,390 | ) | |||||||||
Ending
balance
|
$ | 162 | $ | 225 | 474 | 1,374 |
Full
Year
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Volvo
|
$ | 108 | $ | 11 | $ | 54 | ||||||
Ford
Asia Pacific Africa
|
97 | 5 | 61 | |||||||||
Ford
U.S. (salaried-related)
|
79 | 154 | 22 | |||||||||
Ford
Canada
|
74 | 223 | 14 | |||||||||
Ford
Europe
|
38 | 45 | 109 | |||||||||
Ford
Mexico
|
33 | — | — |
2008
|
2007
|
2006
|
||||||||||
Income/(Loss)
before income taxes, excluding equity in net results of affiliated
companies accounted for after-tax (in millions)
|
||||||||||||
U.S.
|
$ | (16,459 | ) | $ | (6,374 | ) | $ | (15,814 | ) | |||
Non-U.S.
|
1,879 | 2,225 | 335 | |||||||||
Total
|
$ | (14,580 | ) | $ | (4,149 | ) | $ | (15,479 | ) | |||
Provision
for/(Benefit from) income taxes (in millions)
|
||||||||||||
Current
|
||||||||||||
Federal
|
$ | (117 | ) | $ | (39 | ) | $ | — | ||||
Non-U.S.
|
458 | 313 | 372 | |||||||||
State
and local
|
36 | 1 | (8 | ) | ||||||||
Total
current
|
377 | 275 | 364 | |||||||||
Deferred
|
||||||||||||
Federal
|
95 | (1,710 | ) | (4,281 | ) | |||||||
Non-U.S.
|
(350 | ) | 410 | 1,112 | ||||||||
State
and local
|
(59 | ) | (269 | ) | 150 | |||||||
Total
deferred
|
(314 | ) | (1,569 | ) | (3,019 | ) | ||||||
Total
|
$ | 63 | $ | (1,294 | ) | $ | (2,655 | ) | ||||
Reconciliation
of effective tax rate
|
||||||||||||
U.S.
tax at statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Non-U.S.
income taxes
|
1.2 | 1.3 | 0.7 | |||||||||
State
and local income taxes
|
0.2 | 4.2 | 2.4 | |||||||||
Deductible
dividends
|
— | — | 0.5 | |||||||||
General
business credits
|
1.1 | 5.4 | 1.2 | |||||||||
Dispositions
and restructurings
|
15.8 | (6.1 | ) | — | ||||||||
Medicare
prescription drug benefit
|
0.6 | 2.1 | 0.7 | |||||||||
Prior
year settlements and claims
|
(0.6 | ) | 1.0 | 3.4 | ||||||||
Tax-related
interest
|
0.5 | (1.7 | ) | — | ||||||||
Other
|
(0.1 | ) | 3.2 | (1.1 | ) | |||||||
Valuation
allowance
|
(54.1 | ) | (13.3 | ) | (25.7 | ) | ||||||
Effective
rate
|
(0.4 | )% | 31.1 | % | 17.1 | % |
2008
|
2007*
|
|||||||
Deferred
tax assets
|
||||||||
Employee
benefit plans
|
$ | 9,482 | $ | 10,020 | ||||
Net
operating loss carryforwards
|
7,083 | 2,095 | ||||||
Tax
credit carryforwards
|
2,520 | 1,169 | ||||||
Dealer
and customer allowances and claims
|
1,873 | 2,436 | ||||||
Other
foreign deferred tax assets
|
3,948 | 3,364 | ||||||
Allowance
for credit losses
|
1,884 | 1,655 | ||||||
All
other
|
2,748 | 2,873 | ||||||
Total
gross deferred tax assets
|
29,538 | 23,612 | ||||||
Less:
valuation allowance
|
(17,840 | ) | (8,560 | ) | ||||
Total
net deferred tax assets
|
11,698 | 15,052 | ||||||
Deferred
tax liabilities
|
||||||||
Leasing
transactions
|
3,206 | 5,694 | ||||||
Depreciation
and amortization (excluding leasing transactions)
|
2,890 | 3,877 | ||||||
Finance
receivables
|
786 | 866 | ||||||
All
other
|
3,743 | 4,149 | ||||||
Total
deferred tax liabilities
|
10,625 | 14,586 | ||||||
Net
deferred tax assets/(liabilities)
|
$ | 1,073 | $ | 466 |
*
|
Includes
Jaguar Land Rover
|
2008
|
2007
|
|||||||
Balance
at January 1
|
$ | 1,810 | $ | 1,947 | ||||
Increase
– tax positions in prior periods
|
416 | 226 | ||||||
Increase
– tax positions in current period
|
64 | 105 | ||||||
Decre
ase –
tax positions in prior periods
|
(38 | ) | (264 | ) | ||||
Settlements
|
(235 | ) | (266 | ) | ||||
Lapse
of statute of limitations
|
(23 | ) | (37 | ) | ||||
Foreign
currency translation adjustment
|
(96 | ) | 99 | |||||
Balance
at December 31
|
$ | 1,898 | $ | 1,810 |
2008
|
2007
|
2006
|
||||||||||
Sales
|
$ | - | $ | 13 | $ | 59 | ||||||
Operating
income/(loss) from discontinued operations
|
$ | - | $ | 2 | $ | 23 | ||||||
Gain/(Loss)
on discontinued operations
|
- | 51 | 3 | |||||||||
(Provision
for)/Benefit from income taxes
|
- | (18 | ) | (10 | ) | |||||||
Income/(Loss)
from discontinued operations
|
$ | - | $ | 35 | $ | 16 |
June
2, 2008
|
December
31, 2007
|
|||||||
Assets
|
||||||||
Cash
and cash equivalents
|
$ | 900 | $ | — | ||||
Receivables
|
1,172 | 758 | ||||||
Inventories
|
1,921 | 1,530 | ||||||
Net
property
|
2,199 | 2,246 | ||||||
Goodwill
and other net intangibles
|
2,002 | 2,010 | ||||||
Pension
assets
|
786 | 696 | ||||||
Other
assets
|
309 | 297 | ||||||
Impairment
of carrying value
|
(421 | ) | — | |||||
Total
assets of the held-for-sale operations
|
$ | 8,868 | $ | 7,537 | ||||
Liabilities
|
||||||||
Payables
|
$ | 2,628 | $ | 2,395 | ||||
Pension
liabilities
|
18 | 19 | ||||||
Warranty
liabilities
|
579 | 645 | ||||||
Debt
|
177 | — | ||||||
Other
liabilities
|
2,340 | 1,765 | ||||||
Total
liabilities of the held-for-sale operations
|
$ | 5,742 | $ | 4,824 |
2008
|
2007
|
2006
|
||||||||||
Operating
income/(loss) from discontinued operations
|
$ | — | $ | — | $ | — | ||||||
Gain/(Loss)
on discontinued operations
|
15 | 10 | — | |||||||||
(Provision
for)/Benefit from income taxes
|
(6 | ) | (4 | ) | — | |||||||
Income/(Loss)
from discontinued operations
|
$ | 9 | $ | 6 | $ | — |
December
31, 2008
|
||||
Assets
|
||||
Finance
receivables, net
|
$ | 194 | ||
Other
assets
|
4 | |||
Total
assets of held-for-sale operations
|
$ | 198 | ||
Liabilities
|
||||
Accounts
payable
|
$ | 13 | ||
Debt
|
41 | |||
Other
liabilities
|
1 | |||
Total
liabilities of held-for-sale operations
|
$ | 55 |
2008
|
2007
|
2006
|
||||||||||
Basic
and Diluted Income/(Loss)
|
||||||||||||
Basic
income/(loss) from continuing operations attributable to Common Stock and
Class B Stock
|
$ | (14,681 | ) | $ | (2,764 | ) | $ | (12,629 | ) | |||
Effect
of dilutive senior convertible notes (a)
|
— | — | — | |||||||||
Effect
of Trust Preferred Securities (b)
|
— | — | — | |||||||||
Diluted
income/(loss) from continuing operations attributable to Common Stock and
Class B Stock
|
$ | (14,681 | ) | $ | (2,764 | ) | $ | (12,629 | ) | |||
Diluted
Shares
|
||||||||||||
Average
shares outstanding
|
2,273 | 1,979 | 1,879 | |||||||||
Restricted
and uncommitted-ESOP shares
|
(1 | ) | (1 | ) | (2 | ) | ||||||
Basic
shares
|
2,272 | 1,978 | 1,877 | |||||||||
Net
dilutive options and restricted and uncommitted ESOP shares
(c)
|
— | — | — | |||||||||
Dilutive
senior convertible notes (a)
|
— | — | — | |||||||||
Dilutive
Trust Preferred Securities (b)
|
— | — | — | |||||||||
Diluted
shares
|
2,272 | 1,978 | 1,877 |
(a)
|
531
million shares and the related income effect for senior convertible notes
(issued December 15, 2006).
|
(b)
|
282 million shares
and the related income effect for Trust Preferred Securities through
August 2, 2007. As of August 3, 2007,
following the
conversion of about 43 million of our Trust Preferred
Securities, 162 million shares and the related income effect are not
included in the calculation.
|
(c)
|
$27
million, $14 million, and $4 million contingently-issuable shares
(primarily reflecting restricted stock units) for 2008, 2007, and 2006,
respectively.
|
2008
|
2007
|
2006
|
Income
Statement Classification
|
||||||||||
Automotive
Sector
|
|||||||||||||
Cash
flow hedges:
|
|||||||||||||
Impact
of discontinued hedges (a)
|
$ | 3 | $ | 190 | $ | (8 | ) |
Automotive
cost of sales
|
|||||
Ineffectiveness
|
3 | — | — |
Automotive
cost of sales
|
|||||||||
Net
investment hedges:
|
|||||||||||||
Ineffectiveness
|
— | (1 | ) | 40 |
Automotive
cost of sales
|
||||||||
Derivatives
not designated as hedging instruments:
|
|||||||||||||
Commodities
(b)
|
(262 | ) | 33 | 333 |
Automotive
cost of sales
|
||||||||
Foreign
currency derivatives on operating exposures (b) (c)
|
755 | 474 | 71 |
Automotive
cost of sales
|
|||||||||
Foreign
currency derivatives on investment portfolios
|
16 | — | — |
Automotive
interest income/(expense) and other non-operating income/(expense),
net
|
|||||||||
Other
|
(18 | ) | (53 | ) | 88 |
Automotive
cost of sales; Automotive interest income/(expense) and other
non-operating income/(expense), net
|
|||||||
Financial
Services Sector
|
|||||||||||||
Fair
value hedges:
|
|||||||||||||
Ineffectiveness
|
$ | (54 | ) | $ | — | $ | 11 |
Financial
Services revenues
|
|||||
Net
interest settlements and accruals excluded from the assessment of hedge
effectiveness
|
59 | — | 19 |
Interest
expense
|
|||||||||
Foreign
exchange revaluation adjustments excluded from the assessment of hedge
effectiveness (c)
|
— | — | 160 |
Financial
Services revenues
|
|||||||||
Derivatives
not designated as hedging instruments:
|
|||||||||||||
Interest
rate derivatives
|
(93 | ) | 139 | (181 | ) |
Financial
Services revenues
|
|||||||
Foreign
currency swaps and forward contracts (c)
|
1,527 | (338 | ) | (149 | ) |
Selling,
administrative and other expense
|
|||||||
Other
|
(1 | ) | 1 | 1 |
Financial
Services revenues
|
(a)
|
Includes
reclassifications in the second quarter of 2007 from
Accumulated other
comprehensive income/(loss)
in the amount of $182 million
attributable to Jaguar Land Rover forecasted transactions probable to not
occur.
|
(b)
|
Includes
amounts released from
Accumulated other
comprehensive income/(loss)
to income related to cash
flow hedges de-designated prior to maturity.
|
(c)
|
These
gains/(losses) were related to foreign currency derivatives and were
partially offset by net revaluation impacts on foreign denominated assets
and liabilities, which were recorded to the same income statement line
item as the hedge
gains/(losses).
|
2008
|
2007
|
|||||||||||||||||||||||
Notional
|
Fair
Value
|
Fair
Value
|
Notional
|
Fair
Value
|
Fair
Value
|
|||||||||||||||||||
(in
billions)
|
Assets
|
Liabilities
|
(in
billions)
|
Assets
|
Liabilities
|
|||||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||||||
Cash
flow hedges
|
$ | 2 | $ | 235 | $ | 112 | $ | 15 | $ | 617 | $ | 195 | ||||||||||||
Derivatives
not designated as hedging instruments
|
9 | 469 | 554 | 21 | 757 | 188 | ||||||||||||||||||
Total
derivative financial instruments
|
$ | 11 | $ | 704 | $ | 666 | $ | 36 | $ | 1,374 | $ | 383 | ||||||||||||
Financial
Services Sector
|
||||||||||||||||||||||||
Fair
value hedges
|
$ | 3 | $ | 345 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Derivatives
not designated as hedging instruments
|
152 | 3,471 | 2,157 | 182 | 2,811 | 1,349 | ||||||||||||||||||
Total
derivative financial instruments
|
$ | 155 | $ | 3,816 | $ | 2,157 | $ | 182 | $ | 2,811 | $ | 1,349 |
2008
|
2007
|
2006
|
||||||||||
Beginning
of year: net unrealized gain/(loss) on derivative financial
instruments
|
$ | 368 | $ | 434 | $ | (43 | ) | |||||
Increase/(Decrease)
in fair value of derivatives
|
(45 | ) | 178 | 742 | ||||||||
Gains
reclassified from
Accumulated other
comprehensive income/(loss)
|
(258 | ) | (244 | ) | (265 | ) | ||||||
End
of year: net unrealized gain/(loss) on derivative financial
instruments
|
$ | 65 | $ | 368 | $ | 434 |
·
|
Cash
of $2.73 billion;
|
·
|
A
$3 billion principal amount secured note, which bears interest from
January 1, 2008 at 9.5% per annum, matures on
January 1, 2018, and is secured on a second-lien basis with the
collateral we have pledged as part of our secured Credit
Agreement;
|
·
|
A
$3.3 billion principal amount convertible note, which bears interest
from January 1, 2008 at 5.75% per annum, matures on January 1, 2013,
and is convertible into Ford Common Stock at a conversion price of
$9.20 per share; and
|
·
|
An
obligation to make 15 annual installment payments of $52.3 million
beginning in April 2008.
|
August
29, 2008
|
||||
Fair
value of H-S-M-D-D-V Program VEBA assets
|
$ | 3.5 | ||
Fair
value of assets held in the TAA
|
2.8 | |||
Present
value of the convertible note
|
3.4 | |||
Present
value of secured note
|
3.1 | |||
Present
value of installment payments
|
0.4 | |||
Transfer
to New VEBA
|
13.2 | |||
Present
value of retained benefit payments through 2009
|
1.5 | |||
Total
New Benefit Obligation
|
$ | 14.7 |
UAW
Benefit Trust
|
||||||||
2008
|
2007
|
|||||||
Change
in Benefit Obligation
|
||||||||
Benefit
obligation at January 1
|
$ | 15 | $ | 12 | ||||
Benefits
paid
|
(158 | ) | (152 | ) | ||||
Contributions
|
196 | 154 | ||||||
Actual
return on trust assets
|
1 | 1 | ||||||
Benefit
obligation at December 31
|
$ | 54 | $ | 15 | ||||
Change
in Plan Assets
|
||||||||
Fair
value of plan assets at January 1
|
$ | 15 | $ | 12 | ||||
Benefits
paid
|
(158 | ) | (152 | ) | ||||
Contributions
|
196 | 154 | ||||||
Actual
return on trust assets
|
1 | 1 | ||||||
Fair
value of plan assets at December 31
|
$ | 54 | $ | 15 | ||||
Net
Liability Recognized
|
$ | — | $ | — |
Pension
Benefits*
|
||||||||||||||||||||||||||||||||||||
U.S.
Plans
|
Non-U.S.
Plans
|
Worldwide
OPEB
|
||||||||||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||||||||||||
Service
cost
|
$ | 378 | $ | 464 | $ | 680 | $ | 403 | $ | 632 | $ | 704 | $ | 326 | $ | 369 | $ | 617 | ||||||||||||||||||
Interest
cost
|
2,687 | 2,621 | 2,431 | 1,519 | 1,650 | 1,396 | 1,456 | 1,805 | 2,004 | |||||||||||||||||||||||||||
Expected
return on assets
|
(3,462 | ) | (3,479 | ) | (3,379 | ) | (1,693 | ) | (1,905 | ) | (1,643 | ) | (265 | ) | (256 | ) | (479 | ) | ||||||||||||||||||
Amortization
of:
|
||||||||||||||||||||||||||||||||||||
Prior
service cost/(credit)
|
374 | 265 | 444 | 99 | 109 | 120 | (900 | ) | (996 | ) | (815 | ) | ||||||||||||||||||||||||
(Gains)/Losses
and other
|
19 | 24 | 99 | 213 | 460 | 568 | 267 | 817 | 769 | |||||||||||||||||||||||||||
Separation
programs
|
334 | 814 | 440 | 138 | 190 | 263 | 13 | 7 | 84 | |||||||||||||||||||||||||||
(Gain)/Loss
from curtailment
|
— | 176 | 2,535 | — | (8 | ) | 206 | (2,714 | ) | (1,332 | ) | 3 | ||||||||||||||||||||||||
Net
expense
|
$ | 330 | $ | 885 | $ | 3,250 | $ | 679 | $ | 1,128 | $ | 1,614 | $ | (1,817 | ) | $ | 414 | $ | 2,183 |
Pension
Benefits
|
||||||||||||||||||||||||
U.S.
Plans
|
Non-U.S.
Plans
|
Worldwide
OPEB
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Change
in Benefit Obligation (a)
|
||||||||||||||||||||||||
Benefit
obligation at January 1
|
$ | 44,493 | $ | 45,252 | $ | 26,958 | $ | 27,371 | $ | 28,096 | $ | 30,863 | ||||||||||||
Service
cost
|
378 | 464 | 353 | 452 | 326 | 369 | ||||||||||||||||||
Interest
cost
|
2,687 | 2,619 | 1,387 | 1,324 | 1,456 | 1,805 | ||||||||||||||||||
Amendments
|
3 | 1,623 | 108 | 12 | (928 | ) | (20 | ) | ||||||||||||||||
Separation
programs
|
334 | 813 | 86 | 169 | 13 | 7 | ||||||||||||||||||
Curtailments
|
— | 118 | — | 10 | (1 | ) | 6 | |||||||||||||||||
Settlements
|
— | (3 | ) | (58 | ) | (146 | ) | — | — | |||||||||||||||
Plan
participant contributions
|
25 | 34 | 101 | 99 | 42 | 64 | ||||||||||||||||||
Benefits
paid
|
(3,969 | ) | (3,937 | ) | (1,472 | ) | (1,660 | ) | (1,628 | ) | (1,699 | ) | ||||||||||||
Medicare
D subsidy
|
— | — | — | — | 68 | 85 | ||||||||||||||||||
Foreign
exchange translation
|
— | — | (5,002 | ) | 2,297 | (478 | ) | 398 | ||||||||||||||||
Divestiture
|
— | — | (6 | ) | (75 | ) | — | — | ||||||||||||||||
Actuarial
(gain)/loss and other
|
(821 | ) | (2,490 | ) | (842 | ) | (2,895 | ) | (7,901 | ) | (3,782 | ) | ||||||||||||
Benefit
obligation at December 31
|
$ | 43,130 | $ | 44,493 | $ | 21,613 | $ | 26,958 | $ | 19,065 | $ | 28,096 | ||||||||||||
Change
in Plan Assets (a)
|
||||||||||||||||||||||||
Fair
value of plan assets at January 1
|
$ | 45,759 | $ | 44,696 | $ | 22,429 | $ | 20,183 | $ | 3,875 | $ | 4,921 | ||||||||||||
Actual
return on plan assets
|
(4,486 | ) | 4,860 | (2,192 | ) | 900 | (1,011 | ) | 79 | |||||||||||||||
Company
contributions
|
144 | 148 | 1,321 | 1,515 | — | — | ||||||||||||||||||
Plan
participant contributions
|
25 | 34 | 101 | 99 | — | — | ||||||||||||||||||
Benefits
paid
|
(3,969 | ) | (3,937 | ) | (1,472 | ) | (1,660 | ) | (77 | ) | (1,125 | ) | ||||||||||||
Settlements
|
— | (3 | ) | (58 | ) | (146 | ) | — | — | |||||||||||||||
Foreign
exchange translation
|
— | — | (4,687 | ) | 1,623 | — | — | |||||||||||||||||
Divestiture
|
— | — | (3 | ) | (75 | ) | — | — | ||||||||||||||||
Other
|
(38 | ) | (39 | ) | (11 | ) | (10 | ) | (1 | ) | — | |||||||||||||
Fair
value of plan assets at December 31
|
$ | 37,435 | $ | 45,759 | $ | 15,428 | $ | 22,429 | $ | 2,786 | $ | 3,875 | ||||||||||||
Funded
status at December 31
|
$ | (5,695 | ) | $ | 1,266 | $ | (6,185 | ) | $ | (4,529 | ) | $ | (16,279 | ) | $ | (24,221 | ) | |||||||
Amounts
Recognized on the Balance Sheet (a)
|
||||||||||||||||||||||||
Prepaid
assets
|
$ | 15 | $ | 2,984 | $ | 54 | $ | 894 | $ | — | $ | — | ||||||||||||
Accrued
liabilities
|
(5,710 | ) | (1,718 | ) | (6,239 | ) | (5,423 | ) | (16,279 | ) | (24,221 | ) | ||||||||||||
Total
|
$ | (5,695 | ) | $ | 1,266 | $ | (6,185 | ) | $ | (4,529 | ) | $ | (16,279 | ) | $ | (24,221 | ) | |||||||
Amounts
Recognized in Accumulated Other Comprehensive Loss (b)
|
||||||||||||||||||||||||
Unamortized
prior service costs/(credits)
|
$ | 2,268 | $ | 2,639 | $ | 557 | $ | 645 | $ | (3,510 | ) | $ | (6,242 | ) | ||||||||||
Unamortized
net (gains)/losses and other
|
4,858 | (2,288 | ) | 5,163 | 3,973 | 611 | 7,674 | |||||||||||||||||
Total
|
$ | 7,126 | $ | 351 | $ | 5,720 | $ | 4,618 | $ | (2,899 | ) | $ | 1,432 | |||||||||||
Pension
Plans in Which Accumulated Benefit Obligation Exceeds Plan Assets at
December 31 (a)
|
||||||||||||||||||||||||
Accumulated
benefit obligation
|
$ | 25,051 | $ | 1,702 | $ | 12,458 | $ | 13,579 | ||||||||||||||||
Fair
value of plan assets
|
20,098 | 64 | 7,677 | 9,244 | ||||||||||||||||||||
Accumulated
Benefit Obligation at December 31 (a)
|
$ | 42,355 | $ | 43,497 | $ | 20,256 | $ | 25,227 |
(a)
|
Excludes
Jaguar Land Rover.
|
(b)
|
Includes
Jaguar Land Rover.
|
Pension
Benefits
|
||||||||||||||||||||||||
U.S.
Plans
|
Non-U.S.
Plans
|
U.S.
OPEB
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Weighted
Average Assumptions at December 31 (a)
|
||||||||||||||||||||||||
Discount
rate
|
6.50 | % | 6.25 | % | 5.90 | % | 5.58 | % | 4.95 | % | 6.45 | % | ||||||||||||
Expected
return on assets
|
8.25 | % | 8.25 | % | 7.10 | % | 7.26 | % | 4.67 | % | 8.40 | % | ||||||||||||
Average
rate of increase in compensation
|
3.80 | % | 3.80 | % | 3.15 | % | 3.21 | % | 3.80 | % | 3.80 | % | ||||||||||||
Initial
health care cost trend rate
|
— | — | — | — | 5 | % | 3 | % | ||||||||||||||||
Ultimate
health care cost trend rate (b)
|
— | — | — | — | — | 5 | % | |||||||||||||||||
Year
ultimate trend rate is reached (b)
|
— | — | — | — | — |
2011
|
||||||||||||||||||
Assumptions
Used to Determine Net Benefit Cost for the Year
|
||||||||||||||||||||||||
Discount
rate (c)
|
6.25 | % | 5.86 | % | 5.58 | % | 4.91 | % | 5.81 | % | 5.98 | % | ||||||||||||
Expected
return on assets (c)
|
8.25 | % | 8.50 | % | 7.26 | % | 7.64 | % | 7.17 | % | 5.50 | % | ||||||||||||
Average
rate of increase in compensation
|
3.80 | % | 3.80 | % | 3.21 | % | 3.30 | % | 3.80 | % | 3.80 | % | ||||||||||||
Weighted
Average Asset Allocation at December 31 (d)
|
||||||||||||||||||||||||
Equity
securities
|
35.7 | % | 51.3 | % | 40.6 | % | 55.2 | % | 48.2 | % | — | |||||||||||||
Debt
securities
|
57.8 | % | 46.2 | % | 57.8 | % | 43.6 | % | 51.7 | % | 100.0 | % | ||||||||||||
Real
estate
|
— | — | 0.9 | % | 0.7 | % | — | — | ||||||||||||||||
Other
assets
|
6.5 | % | 2.5 | % | 0.7 | % | 0.5 | % | 0.1 | % | — |
(a)
|
Excludes
Jaguar Land Rover.
|
(b)
|
The
ultimate trend rate for U.S. health care plans no longer applies beyond
2008 since we have capped our obligation for hourly and salaried retiree
health care costs.
|
(c)
|
Includes
effects of all remeasurements during
2008.
|
(d)
|
Weighted
average asset allocation based on major non-U.S. plans including United
Kingdom, Canada, Germany, Sweden, Netherlands, Belgium and
Australia. Excludes Jaguar Land Rover
plans.
|
Pension
Benefits
|
||||||||||||||||
U.S.
Plans
|
Non-U.S.
Plans
|
Worldwide
OPEB
|
Total
|
|||||||||||||
Prior
service cost/(credit)
|
$ | 374 | $ | 81 | $ | (910 | ) | $ | (455 | ) | ||||||
(Gains)/Losses
and other
|
16 | 119 | 75 | 210 |
Pension
Benefits
|
||||||||||||||||
U.S.
Plans
|
Non-U.S.
Plans
|
Worldwide
OPEB
|
||||||||||||||
Gross
Benefit Payments
|
Gross
Benefit Payments
|
Gross
Benefit Payments
|
Subsidy
Receipts
|
|||||||||||||
2009
|
$ | 3,980 | $ | 1,240 | $ | 1,610 | $ | (60 | ) | |||||||
2010
|
3,880 | 1,230 | 530 | - | ||||||||||||
2011
|
3,740 | 1,250 | 460 | - | ||||||||||||
2012
|
3,640 | 1,280 | 450 | - | ||||||||||||
2013
|
3,510 | 1,290 | 450 | - | ||||||||||||
2014
- 2018
|
16,320 | 6,840 | 2,170 | - |
2008
|
||||||||||||
Automotive
|
Financial
Services
|
Total
|
||||||||||
Net
income/(loss)
|
$ | (13,080 | ) | $ | (1,592 | ) | $ | (14,672 | ) | |||
(Income)/Loss
of discontinued operations
|
— | (9 | ) | (9 | ) | |||||||
Depreciation
and special tools amortization
|
5,803 | 7,023 | 12,826 | |||||||||
Impairment
charges (depreciation and amortization)
|
5,318 | 2,086 | 7,404 | |||||||||
Jaguar
Land Rover impairment charge
|
421 | — | 421 | |||||||||
Amortization
of intangibles
|
99 | — | 99 | |||||||||
Other
amortization
|
51 | (643 | ) | (592 | ) | |||||||
Net
losses/(earnings) from equity investments in excess of dividends
received
|
60 | — | 60 | |||||||||
Provision
for credit and insurance losses
|
— | 1,874 | 1,874 | |||||||||
Foreign
currency adjustments
|
(484 | ) | — | (484 | ) | |||||||
Net
(gain)/loss on investment securities
|
1,364 | 11 | 1,375 | |||||||||
Net
(gain)/loss on sale of businesses
|
551 | (29 | ) | 522 | ||||||||
Net
(gain)/loss on debt conversions
|
(141 | ) | — | (141 | ) | |||||||
Net
(gain)/loss on pension and OPEB curtailment
|
(2,714 | ) | — | (2,714 | ) | |||||||
Goodwill
impairment
|
88 | — | 88 | |||||||||
Stock
option expense
|
32 | 3 | 35 | |||||||||
Cash
changes in operating assets and liabilities were as
follows:
|
||||||||||||
Provision
for deferred income taxes
|
4,602 | (2,648 | ) | 1,954 | ||||||||
Decrease/(Increase)
in accounts receivable and other assets
|
(1,351 | ) | 2,442 | 1,091 | ||||||||
Decrease/(Increase)
in inventory
|
(358 | ) | — | (358 | ) | |||||||
Increase/(Decrease)
in accounts payable and accrued and other liabilities
|
(13,905 | ) | 1,258 | (12,647 | ) | |||||||
Net
sales/(purchases) of trading securities
|
— | — | — | |||||||||
Other
|
1,204 | (669 | ) | 535 | ||||||||
Cash
flows from operating activities of continuing operations
|
$ | (12,440 | ) | $ | 9,107 | $ | (3,333 | ) |
2007
|
||||||||||||
Automotive
|
Financial
Services
|
Total
|
||||||||||
Net
income/(loss)
|
$ | (3,480 | ) | $ | 757 | $ | (2,723 | ) | ||||
(Income)/Loss
of discontinued operations
|
(35 | ) | (6 | ) | (41 | ) | ||||||
Depreciation
and special tools amortization
|
6,763 | 6,289 | 13,052 | |||||||||
Amortization
of intangibles
|
106 | — | 106 | |||||||||
Other
amortization
|
57 | 521 | 578 | |||||||||
Net
losses/(earnings) from equity investments in excess of dividends
received
|
(175 | ) | — | (175 | ) | |||||||
Provision
for credit and insurance losses
|
— | 668 | 668 | |||||||||
Foreign
currency adjustments
|
206 | — | 206 | |||||||||
Net
(gain)/loss on investment securities
|
60 | (40 | ) | 20 | ||||||||
Net
(gain)/loss on sale of businesses
|
(172 | ) | (7 | ) | (179 | ) | ||||||
Net
(gain)/loss on debt conversions
|
512 | — | 512 | |||||||||
Net
(gain)/loss on pension and OPEB curtailment
|
(1,164 | ) | — | (1,164 | ) | |||||||
Goodwill
impairment
|
2,400 | — | 2,400 | |||||||||
Stock
option expense
|
70 | 5 | 75 | |||||||||
Cash
changes in operating assets and liabilities were as
follows:
|
||||||||||||
Provision
for deferred income taxes
|
(880 | ) | (4,597 | ) | (5,477 | ) | ||||||
Decrease/(Increase)
in accounts receivable and other assets
|
313 | (268 | ) | 45 | ||||||||
Decrease/(Increase)
in inventory
|
371 | — | 371 | |||||||||
Increase/(Decrease)
in accounts payable and accrued and other liabilities
|
(1,041 | ) | 2,389 | 1,348 | ||||||||
Net
sales/(purchases) of trading securities
|
4,537 | 2 | 4,539 | |||||||||
Other
|
277 | 689 | 966 | |||||||||
Cash
flows from operating activities of continuing operations
|
$ | 8,725 | $ | 6,402 | $ | 15,127 |
2006
|
||||||||||||
Automotive
|
Financial
Services
|
Total
|
||||||||||
Net
income/(loss)
|
$ | (13,912 | ) | $ | 1,299 | $ | (12,613 | ) | ||||
(Income)/Loss
of discontinued operations
|
(16 | ) | — | (16 | ) | |||||||
Depreciation
and special tools amortization
|
7,358 | 5,295 | 12,653 | |||||||||
Impairment
charges (depreciation and amortization)
|
3,800 | — | 3,800 | |||||||||
Amortization
of intangibles
|
66 | — | 66 | |||||||||
Net
losses/(earnings) from equity investments in excess of dividends
received
|
(253 | ) | — | (253 | ) | |||||||
Provision
for credit and insurance losses
|
— | 241 | 241 | |||||||||
Foreign
currency adjustments
|
112 | — | 112 | |||||||||
Net
(gain)/loss on investment securities
|
13 | (15 | ) | (2 | ) | |||||||
(Gain)/Loss
on sale of business
|
— | (33 | ) | (33 | ) | |||||||
Stock
option expense
|
72 | 5 | 77 | |||||||||
Cash
changes in operating assets and liabilities were as
follows:
|
||||||||||||
Provision
for deferred income taxes
|
(2,577 | ) | 77 | (2,500 | ) | |||||||
Decrease/(Increase)
in accounts receivable and other assets
|
1,622 | 657 | 2,279 | |||||||||
Decrease/(Increase)
in inventory
|
(695 | ) | — | (695 | ) | |||||||
Increase/(Decrease)
in accounts payable and accrued and other liabilities
|
7,112 | (578 | ) | 6,534 | ||||||||
Net
sales/(purchases) of trading securities
|
(6,762 | ) | (9 | ) | (6,771 | ) | ||||||
Other
|
(112 | ) | 377 | 265 | ||||||||
Cash
flows from operating activities of continuing operations
|
$ | (4,172 | ) | $ | 7,316 | $ | 3,144 |
2008
|
2007
|
2006
|
||||||||||
Interest
|
||||||||||||
Automotive
sector
|
$ | 2,021 | $ | 2,584 | $ | 1,419 | ||||||
Financial
Services sector
|
8,090 | 8,346 | 7,483 | |||||||||
Total
interest paid
|
$ | 10,111 | $ | 10,930 | $ | 8,902 | ||||||
Income
taxes
|
$ | 685 | $ | (223 | ) | $ | 423 |
Items
Measured at Fair Value on a Recurring Basis
|
||||||||||||||||
Quoted
Price in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Balance
as of December 31,
2008
|
|||||||||||||
Automotive
Sector
|
||||||||||||||||
Assets
|
||||||||||||||||
Cash
equivalents –financial instruments (a) (b)
|
$ | 117 | $ | 1,460 | $ | — | $ | 1,577 | ||||||||
Marketable
securities (a) (c) (d)
|
4,938 | 3,716 | 150 | 8,804 | ||||||||||||
Derivative
financial instruments
|
— | 698 | 6 | 704 | ||||||||||||
Total
assets at fair value
|
$ | 5,055 | $ | 5,874 | $ | 156 | $ | 11,085 | ||||||||
Liabilities
|
||||||||||||||||
Derivative
financial instruments
|
$ | — | $ | 628 | $ | 38 | $ | 666 | ||||||||
Total
liabilities at fair value
|
$ | — | $ | 628 | $ | 38 | $ | 666 | ||||||||
Financial
Services Sector
|
||||||||||||||||
Assets
|
||||||||||||||||
Cash
equivalents –financial instrum
ents (a)
(b)
|
$ | 655 | $ | 4,388 | $ | — | $ | 5,043 | ||||||||
Marketable
securities (a) (c)
|
6,236 | 2,366 | 5 | 8,607 | ||||||||||||
Derivative
financial instruments
|
— | 2,900 | 916 | 3,816 | ||||||||||||
Retained
interest in sold receivables
|
— | — | 92 | 92 | ||||||||||||
Total
assets at fair value
|
$ | 6,891 | $ | 9,654 | $ | 1,013 | $ | 17,558 | ||||||||
Liabilities
|
||||||||||||||||
Derivative
financial instruments
|
$ | — | $ | 1,167 | $ | 990 | $ | 2,157 | ||||||||
Total
liabilities at fair value
|
$ | — | $ | 1,167 | $ | 990 | $ | 2,157 | ||||||||
(a)
|
At
December 31, 2008, approximately 90% of our financial instruments
(including marketable securities and those classified as cash equivalents)
were government securities, federal agency securities or equities for
which an active and liquid market exists. For all securities, we rely on
market observable data where available through our established pricing
processes and believe this data reflects the fair value of our investment
assets. Instruments presented in Level 1 include U.S.
Treasuries and equities. Instruments presented in Level 2
include federal agency securities, corporate obligations, and asset-backed
securities. Instruments presented in Level 3 include certain
corporate obligations and asset-backed
securities.
|
(b)
|
Cash
equivalents - financial instruments in this table excludes time deposits,
certificates of deposit, money market accounts, and other cash equivalents
reported at par value of $1.9 billion and $3.2 billion for Automotive
sector and Financial Services sector, respectively, which approximates
fair value.
|
(c)
|
Includes
marketable securities and loaned
securities.
|
(d)
|
Marketable
securities balance excludes an
investment in Ford Credit debt
securities held by the Automotive sector with a carrying value of
$492 million and a fair value of $437 million. See
Note 1 for additional detail.
|
Fair
Value Measurements Using Significant Unobservable
Inputs
|
||||||||||||||||||||||||
Fair
Value at January 1, 2008
|
Total
Realized and Unrealized Gains/ (Losses)
|
Net
Purchases/ (Settlements)(a)
|
Net
Transfers Into/(Out of)
Level
3
|
Fair
Value at
December
31,
2008
|
Change
In Unrealized Gains/
(Losses)
on Instruments
Still
Held (b)
|
|||||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||||||
Marketable
securities (c)
|
$ | 201 | $ | (28 | ) | $ | 24 | $ | (47 | ) | $ | 150 | $ | (24 | ) | |||||||||
Derivative
financial instruments, net (d)
|
257 | (124 | ) | (83 | ) | (82 | ) | (32 | ) | (63 | ) | |||||||||||||
Total
Level 3 fair value
|
$ | 458 | $ | (152 | ) | $ | (59 | ) | $ | (129 | ) | $ | 118 | $ | (87 | ) | ||||||||
Financial
Services Sector
|
||||||||||||||||||||||||
Marketable
securities (e)
|
$ | — | $ | — | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||||||
Derivative
financial instruments, net (f)
|
(2 | ) | 8 | (5 | ) | (75 | ) | (74 | ) | (41 | ) | |||||||||||||
Retained
interest in sold receivables (g)
|
653 | 49 | (610 | ) | — | 92 | (58 | ) | ||||||||||||||||
Total
Level 3 fair value
|
$ | 651 | $ | 57 | $ | (610 | ) | $ | (75 | ) | $ | 23 | $ | (99 | ) |
(a)
|
Includes
option premiums paid or received on options traded during the
quarter.
|
(b)
|
For
those assets and liabilities still held at
December 31, 2008.
|
(c)
|
Realized
and unrealized gains/(losses) on marketable securities for the period
presented are recorded in
Automotive interest income and
other non-operating income/(expenses), net
on the income
statement. We recorded $(31) million in the fourth quarter
of 2008, and $(28) million for the full year
2008.
|
(d)
|
Reflects
fair value of derivative assets, net of liabilities. Realized
and unrealized gains/(losses) on Automotive sector derivative financial
instruments for the period presented are recorded to
Automotive cost of
sales
($(61) million for fourth quarter of 2008, and $(119) million for the
full year 2008), and
Automotive interest income and
other non-operating income/(expense), net
($(1) million
for the fourth quarter of 2008, and $(5) million for the full year
2008) on the income statement. See Note 22 for income statement
classification by hedge
designation.
|
(e)
|
Marketable
securities that were previously included in retained interest in
securitized assets at June 30,
2008.
|
(f)
|
Reflects fair value
of derivative assets, net of liabilities. Realized and
unrealized gains/(losses) on derivative financial instruments for the
period presented are recorded to
Interest
expense
($1 million for the fourth quarter of 2008
and $12 million for the full year 2008), and
Financial
Services revenues
($(27) million for the fourth quarter of
2008 and $23 million for the full year 2008) on the income
statement, and
Accumulated
other comprehensive income/(loss)
on the balance sheet reflecting
foreign currency translation ($(24) million for fourth quarter 2008 and
$(27) million for the full year 2008). Refer to Note 22
for income statement classificati
on by hedge
designation.
|
(g)
|
Realized
and unrealized gains/(losses) on the retained interests in securitized
assets for the period presented are recorded in
Financial Services revenues
on the
income statement ($2 million in the fourth quarter of 2008 and
$
107 million for the full year 2008) and
Accumulated other
comprehensive income/(loss)
on the balance sheet
($(14) million in the fourth quarter of 2008 and $(58) million for
the full year 2008).
|
Items
Measured at Fair Value on a Non-recurring Basis
|
||||||||||||||||||||
Quoted
Price in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Total
|
Total
Gains/
(Losses)
|
||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||
Equity
investment (a)
|
$ | — | $ | — | $ | 131 | $ | 131 | $ | (88 | ) | |||||||||
North
America net property (b)
|
— | — | 11,009 | 11,009 | (5,300 | ) | ||||||||||||||
Held-for-sale
operations (c)
|
— | — | 1,728 | 1,728 | (439 | ) | ||||||||||||||
Total
assets at fair value
|
$ | — | $ | — | $ | 12,868 | $ | 12,868 | $ | (5,827 | ) | |||||||||
Financial
Services Sector
|
||||||||||||||||||||
Net
investment in certain operating leases (d)
|
$ | — | $ | — | $ | 9,414 | $ | 9,414 | $ | (2,086 | ) | |||||||||
Total
assets at fair value
|
$ | — | $ | — | $ | 9,414 | $ | 9,414 | $ | (2,086 | ) |
(a)
|
During
the first quarter of 2008, we impaired our investment in our consolidated
dealerships. The fair value measurement used to determine the
impairment was based on liquidation prices of comparable
assets. See Note 14 for additional discussion of this
impairment.
|
(b)
|
In
accordance with the provisions of SFAS No. 144,
Accounting for the Impairment
or Disposal of Long-Lived Assets
("SFAS No. 144"), we recorded a pre-tax impairment charge of
$5.3 billion during the second quarter of 2008 related to the
long-lived assets in the Ford North America se
gment. The fair value
measurement used to determine the impairment was based on the income
approach which utilized cash flow projections consistent with the most
recent Ford North America business plan approved by our Board of
Directors, a terminal value, and a discount rate equivalent to a market
participant's weighted average cost of capital. See Note 13 for
additional discussion of this
impairment.
|
(c)
|
In
accordance with the provisions of SFAS No. 144, we recorded pre-tax
impairments of $421 million during the first quarter of 2008 and
$18 million during the second quarter of 2008 related to
held-for-sale operations. The fair value measurements used to
determine the impairments were based on expected proceeds negotiated with
the buyers. See Note 20 for
additional
discussion of these
impairments.
|
(d)
|
In
accordance with the provisions of SFAS No. 144, we recorded a pre-tax
impairment of $2.1 billion during the second quarter of 2008 related to
certain vehicle lines included in our Financial Services sector
Net investment in operating
leases
. The fair value used to determine the impairment was
measured by discounting the contractual payments and estimated auction
proceeds. The discount rate reflected hypothetical market assumptions
regarding borrowing rates, credit loss patterns, and residual value
risk. See Note 13 for additional discussion of this
impairment.
|
Automotive
Sector
|
||||||||||||||||||||||||||||||||||||
2008
|
Ford
North America
|
Ford
South America
|
Ford
Europe
|
Volvo
|
Ford
Asia Pacific Africa
|
Mazda
|
Jaguar
Land Rover and
Aston
Martin
|
Other
|
Total
|
|||||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||||||||||||||
External
customer
|
$ | 53,382 | $ | 8,648 | $ | 39,009 | $ | 14,679 | $ | 6,474 | $ | — | $ | 6,974 | $ | — | $ | 129,166 | ||||||||||||||||||
Intersegment
|
677 | — | 761 | 99 | — | — | 63 | — | 1,600 | |||||||||||||||||||||||||||
Income
|
||||||||||||||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
(10,248 | ) | 1,230 | 970 | (1,690 | ) | (290 | ) | (105 | ) | 32 | (1,722 | ) | (11,823 | ) | |||||||||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||||||||||||||
Depreciation
and special tools amortization
|
8,272 | 193 | 1,645 | 742 | 254 | — | 15 | — | 11,121 | |||||||||||||||||||||||||||
Amortization
of intangibles
|
7 | 77 | 7 | 7 | 1 | — | — | — | 99 | |||||||||||||||||||||||||||
Interest
expense
|
— | — | — | — | — | — | — | 1,938 | 1,938 | |||||||||||||||||||||||||||
Automotive
interest income
|
61 | — | — | — | — | — | — | 890 | 951 | |||||||||||||||||||||||||||
Cash
outflow for capital expenditures
|
3,718 | 217 | 1,669 | 547 | 321 | — | 148 | — | 6,620 | |||||||||||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||||||||||||||
Equity
in net income/(loss)
|
90 | — | (58 | ) | (1 | ) | 107 | 25 | — | — | 163 | |||||||||||||||||||||||||
Total
assets at year-end
|
73,845 | |||||||||||||||||||||||||||||||||||
2007
|
||||||||||||||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||||||||||||||
External
customer
|
$ | 70,366 | $ | 7,585 | $ | 36,330 | $ | 17,772 | $ | 7,031 | $ | — | $ | 15,295 | $ | — | $ | 154,379 | ||||||||||||||||||
Intersegment
|
523 | — | 712 | 118 | — | — | 153 | — | 1,506 | |||||||||||||||||||||||||||
Income
|
||||||||||||||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
(4,139 | ) | 1,172 | 744 | (2,718 | ) | 2 | 182 | 846 | (1,059 | ) | (4,970 | ) | |||||||||||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||||||||||||||
Depreciation
and special tools amortization
|
3,809 | 117 | 1,423 | 770 | 261 | — | 383 | — | 6,763 | |||||||||||||||||||||||||||
Amortization
of intangibles
|
17 | 69 | 7 | 7 | 1 | — | 5 | — | 106 | |||||||||||||||||||||||||||
Interest
expense
|
— | — | — | — | — | — | — | 2,252 | 2,252 | |||||||||||||||||||||||||||
Automotive
interest income
|
87 | — | — | — | — | — | — | 1,626 | 1,713 | |||||||||||||||||||||||||||
Cash
outflow for capital expenditures
|
2,895 | 183 | 1,366 | 752 | 258 | — | 517 | — | 5,971 | |||||||||||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||||||||||||||
Equity
in net income/(loss)
|
66 | — | 4 | — | 130 | 189 | — | — | 389 | |||||||||||||||||||||||||||
Total
assets at year-end
|
118,489 | |||||||||||||||||||||||||||||||||||
2006
|
||||||||||||||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||||||||||||||
External
customer
|
$ | 70,591 | $ | 5,697 | $ | 30,394 | $ | 16,105 | $ | 6,539 | $ | — | $ | 13,923 | $ | — | $ | 143,249 | ||||||||||||||||||
Intersegment
|
393 | — | 878 | 94 | 4 | — | 139 | — | 1,508 | |||||||||||||||||||||||||||
Income
|
||||||||||||||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
(16,006 | ) | 661 | 371 | (256 | ) | (250 | ) | 259 | (2,066 | ) | 247 | (17,040 | ) | ||||||||||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||||||||||||||
Depreciation
and special tools amortization
|
6,830 | 77 | 1,289 | 636 | 246 | — | 2,080 | — | 11,158 | |||||||||||||||||||||||||||
Amortization
of intangibles
|
7 | 1 | 6 | 6 | 1 | — | 45 | — | 66 | |||||||||||||||||||||||||||
Interest
expense
|
— | — | — | — | — | — | — | 995 | 995 | |||||||||||||||||||||||||||
Automotive
interest income
|
75 | — | — | — | — | — | — | 1,334 | 1,409 | |||||||||||||||||||||||||||
Cash
outflow for capital expenditures
|
3,641 | 122 | 1,404 | 777 | 267 | — | 598 | — | 6,809 | |||||||||||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||||||||||||||
Equity
in net income/(loss)
|
87 | — | 1 | — | 77 | 256 | — | — | 421 | |||||||||||||||||||||||||||
Total
assets at year-end
|
122,634 |
Financial
Services Sector (a)
|
Total
Company
|
|||||||||||||||||||||||
Other
|
||||||||||||||||||||||||
Ford
|
Financial
|
|||||||||||||||||||||||
Credit
|
Services
|
Elims
|
Total
|
Elims
(b)
|
Total
|
|||||||||||||||||||
2008
|
||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||
External
customer
|
$ | 16,672 | $ | 439 | $ | — | $ | 17,111 | $ | — | $ | 146,277 | ||||||||||||
Intersegment
|
842 | 25 | (6 | ) | 861 | (2,461 | ) | — | ||||||||||||||||
Income
|
||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
(2,559 | ) | (22 | ) | — | (2,581 | ) | — | (14,404 | ) | ||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||
Depreciation
and special tools amortization
|
9,072 | 37 | — | 9,109 | — | 20,230 | ||||||||||||||||||
Amortization
of intangibles
|
— | — | — | — | — | 99 | ||||||||||||||||||
Interest
expense
|
7,634 | 110 | — | 7,744 | — | 9,682 | ||||||||||||||||||
Automotive
interest income
|
— | — | — | — | — | 951 | ||||||||||||||||||
Cash
outflow for capital expenditures
|
44 | 32 | — | 76 | — | 6,696 | ||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||
Equity
in net income/(loss)
|
8 | 5 | — | 13 | — | 176 | ||||||||||||||||||
Total
assets at year-end
|
150,127 | 11,017 | (9,477 | ) | 151,667 | (2,535 | ) | 222,977 | ||||||||||||||||
2007
|
||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||
External
customer
|
$ | 17,772 | $ | 304 | $ | — | $ | 18,076 | $ | — | $ | 172,455 | ||||||||||||
Intersegment
|
866 | 29 | (7 | ) | 888 | (2,394 | ) | — | ||||||||||||||||
Income
|
||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
1,215 | 9 | — | 1,224 | — | (3,746 | ) | |||||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||
Depreciation
and special tools amortization
|
6,257 | 32 | — | 6,289 | — | 13,052 | ||||||||||||||||||
Amortization
of intangibles
|
— | — | — | — | — | 106 | ||||||||||||||||||
Interest
expense
|
8,630 | 45 | — | 8,675 | — | 10,927 | ||||||||||||||||||
Automotive
interest income
|
— | — | — | — | — | 1,713 | ||||||||||||||||||
Cash
outflow for capital expenditures
|
2 | 49 | — | 51 | — | 6,022 | ||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||
Equity
in net income/(loss)
|
14 | — | — | 14 | — | 403 | ||||||||||||||||||
Total
assets at year-end
|
169,023 | 10,520 | (10,282 | ) | 169,261 | (2,023 | ) | 285,727 | ||||||||||||||||
2006
|
||||||||||||||||||||||||
Sales/Revenues
|
||||||||||||||||||||||||
External
customer
|
$ | 16,553 | $ | 263 | $ | — | $ | 16,816 | $ | — | $ | 160,065 | ||||||||||||
Intersegment
|
694 | 31 | (7 | ) | 718 | (2,226 | ) | — | ||||||||||||||||
Income
|
||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
1,953 | 13 | — | 1,966 | — | (15,074 | ) | |||||||||||||||||
Other
disclosures:
|
||||||||||||||||||||||||
Depreciation
and special tools amortization
|
5,262 | 33 | — | 5,295 | — | 16,453 | ||||||||||||||||||
Amortization
of intangibles
|
— | — | — | — | — | 66 | ||||||||||||||||||
Interest
expense
|
7,818 | (30 | ) | — | 7,788 | — | 8,783 | |||||||||||||||||
Automotive
interest income
|
— | — | — | — | — | 1,409 | ||||||||||||||||||
Cash
outflow for capital expenditures
|
25 | 14 | — | 39 | — | 6,848 | ||||||||||||||||||
Unconsolidated
affiliates
|
||||||||||||||||||||||||
Equity
in net income/(loss)
|
7 | — | — | 7 | — | 428 | ||||||||||||||||||
Total
assets at year-end
|
167,973 | 10,554 | (8,836 | ) | 169,691 | (1,467 | ) | 290,858 | ||||||||||||||||
(a)
|
Financial
Services sector's interest income is recorded as
Financial Services
revenues.
|
(b)
|
Includes
intersector transactions occurring in the ordinary course of
business.
|
2008
|
2007
|
2006
|
||||||||||||||||||||||
Net
Sales and Revenues
|
Long-Lived
Assets*
|
Net
Sales and Revenues
|
Long-Lived
Assets*
|
Net
Sales and Revenues
|
Long-Lived
Assets*
|
|||||||||||||||||||
North
America
|
||||||||||||||||||||||||
United
States
|
$ | 60,376 | $ | 29,319 | $ | 80,874 | $ | 37,355 | $ | 81,096 | $ | 36,094 | ||||||||||||
Canada
|
7,781 | 6,377 | 9,363 | 10,311 | 8,075 | 9,279 | ||||||||||||||||||
Mexico
|
2,833 | 950 | 2,826 | 1,052 | 3,461 | 992 | ||||||||||||||||||
Total
North America
|
70,990 | 36,646 | 93,063 | 48,718 | 92,632 | 46,365 | ||||||||||||||||||
Europe
|
||||||||||||||||||||||||
United
Kingdom
|
15,481 | 2,280 | 17,368 | 3,490 | 15,862 | 3,547 | ||||||||||||||||||
Germany
|
9,408 | 5,226 | 8,376 | 5,484 | 7,006 | 4,974 | ||||||||||||||||||
Sweden
|
4,274 | 3,484 | 5,240 | 4,413 | 4,290 | 4,241 | ||||||||||||||||||
Other
|
27,554 | 3,507 | 29,060 | 3,478 | 22,922 | 3,346 | ||||||||||||||||||
Total
Europe
|
56,717 | 14,497 | 60,044 | 16,865 | 50,080 | 16,108 | ||||||||||||||||||
All
Other
|
18,570 | 3,160 | 19,348 | 3,911 | 17,353 | 3,369 | ||||||||||||||||||
Total
|
$ | 146,277 | $ | 54,303 | $ | 172,455 | $ | 69,494 | $ | 160,065 | $ | 65,842 |
*
|
Includes
Net investment in
operating leases
and
Net
property
from our consolidated balance
sheet.
|
2008
|
2007
|
|||||||||||||||||||||||||||||||
(In
millions, except per share amounts)
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||||||||||||||
Automotive
Sector
|
||||||||||||||||||||||||||||||||
Sales
|
$ | 39,117 | $ | 37,057 | $ | 27,733 | $ | 25,259 | $ | 38,630 | $ | 40,106 | $ | 36,270 | $ | 39,373 | ||||||||||||||||
Operating
income/(loss)
|
552 | (5,893 | ) | (6 | ) | (3,946 | ) | (159 | ) | 700 | 16 | (4,825 | ) | |||||||||||||||||||
Income/(Loss)
before income taxes
|
252 | (6,610 | ) | (699 | ) | (4,766 | ) | (338 | ) | 821 | (712 | ) | (4,741 | ) | ||||||||||||||||||
Financial
Services Sector
|
||||||||||||||||||||||||||||||||
Revenues
|
4,411 | 4,455 | 4,312 | 3,933 | 4,389 | 4,136 | 4,808 | 4,743 | ||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
64 | (2,420 | ) | 159 | (384 | ) | 294 | 105 | 556 | 269 | ||||||||||||||||||||||
Total
Company
|
||||||||||||||||||||||||||||||||
Income/(Loss)
before income taxes
|
316 | (9,030 | ) | (540 | ) | (5,150 | ) | (44 | ) | 926 | (156 | ) | (4,472 | ) | ||||||||||||||||||
Income/(Loss)
before cumulative effects ofchanges in accounting
principles
|
100 | (8,667 | ) | (129 | ) | (5,976 | ) | (282 | ) | 750 | (380 | ) | (2,811 | ) | ||||||||||||||||||
Net
income/(loss)
|
100 | (8,667 | ) | (129 | ) | (5,976 | ) | (282 | ) | 750 | (380 | ) | (2,811 | ) | ||||||||||||||||||
Common
and Class B per share from income/(loss) before cumulative effects of
changes in accounting principles
|
||||||||||||||||||||||||||||||||
Basic
|
$ | 0.05 | $ | (3.88 | ) | $ | (0.06 | ) | $ | (2.51 | ) | $ | (0.15 | ) | $ | 0.40 | $ | (0.19 | ) | $ | (1.33 | ) | ||||||||||
Diluted
|
0.05 | (3.88 | ) | (0.06 | ) | (2.51 | ) | (0.15 | ) | 0.31 | (0.19 | ) | (1.33 | ) |
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
||||||||||||||||||||||
Automotive
sector
|
$ | 413 | $ | 301 | $ | 228 | $ | 186 | $ | 156 | $ | 335 | $ | 1,619 | ||||||||||||||
Financial
Services sector
|
92 | 79 | 61 | 43 | 29 | 37 | 341 |
2008
|
2007
|
2006
|
||||||||||
Rental
expense
|
$ | 1.0 | $ | 1.0 | $ | 1.0 |
2008
|
2007
|
|||||||
Beginning
balance
|
$ | 4,862 | $ | 5,235 | ||||
Payments
made during the period
|
(3,076 | ) | (3,287 | ) | ||||
Changes
in accrual related to warranties issued during the period
|
2,242 | 2,894 | ||||||
Changes
in accrual related to pre-existing warranties
|
109 | (232 | ) | |||||
Foreign
currency translation and other
|
(297 | ) | 252 | |||||
Ending
balance
|
$ | 3,840 | $ | 4,862 |
2008
|
2007
|
|||||||
Beginning
balance
|
$ | 404 | $ | 414 | ||||
Liabilities
settled
|
(39 | ) | (11 | ) | ||||
Revisions
to estimates
|
(3 | ) | 1 | |||||
Foreign
currency translation
|
(2 | ) | — | |||||
Ending
balance
|
$ | 360 | $ | 404 |
Description
|
Balance
at
Beginning
of Period
|
Charged
to
Costs
and
Expenses
|
Deductions
|
Balance
at
End
of
Period
|
||||||||||||
For
the Year Ended December 31, 2008
|
||||||||||||||||
Allowances
deducted from assets
|
||||||||||||||||
Credit
losses
|
$ | 1,102 | $ | 1,773 | $ | 1,194 |
(a)
|
$ | 1,681 | |||||||
Doubtful
receivables (b)
|
197 | 55 | 31 |
(c)
|
221 | |||||||||||
Inventories
(primarily service part obsolescence) (b)
|
313 | (28 |
)(e)
|
— | 285 | |||||||||||
Deferred
tax assets (f)
|
8,560 | 9,280 |
(g)
|
— | 17,840 | |||||||||||
Total
allowances deducted from assets
|
$ | 10,172 | $ | 11,080 | $ | 1,225 | $ | 20,027 | ||||||||
For
the Year Ended December 31, 2007
|
||||||||||||||||
Allowances
deducted from assets
|
||||||||||||||||
Credit
losses
|
$ | 1,121 | $ | 592 | $ | 611 |
(a)
|
$ | 1,102 | |||||||
Doubtful
receivables (b)
|
173 | 5 | (19 |
)
(c)
|
197 | |||||||||||
Inventories
(primarily service part obsolescence) (b)
|
353 | (40 |
)(e)
|
— | 313 | |||||||||||
Deferred
tax assets (f)
|
7,865 | (h) | 695 |
(g)
|
— | 8,560 | ||||||||||
Total
allowances deducted from assets
|
$ | 9,512 | $ | 1,252 | $ | 592 | $ | 10,172 | ||||||||
For
the Year Ended December 31, 2006
|
||||||||||||||||
Allowances
deducted from assets
|
||||||||||||||||
Credit
losses
|
$ | 1,594 | $ | 100 | $ | 573 |
(a)
|
$ | 1,121 | |||||||
Doubtful
receivables (b)
|
294 | 14 | 135 |
(c)
|
173 | (d) | ||||||||||
Inventories
(primarily service part obsolescence) (b)
|
303 | 50 |
(e)
|
— | 353 | |||||||||||
Deferred
tax assets (f)
|
252 | 6,928 |
(g)
|
— | 7,180 | |||||||||||
Total
allowances deducted from assets
|
$ | 2,443 | $ | 7,092 | $ | 708 | $ | 8,827 |
(a)
|
Finance
receivables and lease investments deemed to be uncollectible and other
changes, principally amounts related to finance receivables sold and
translation adjustments.
|
(b)
|
Excludes
Jaguar Land Rover.
|
(c)
|
Accounts
and notes receivable deemed to be uncollectible as well as translation
adjustments.
|
(d)
|
Includes
non-current Visteon-related receivables of $1 million at December 31,
2006, which are netted against
Other
assets – Automotive
on the sector balance
sheet.
|
(e)
|
Net
change in inventory allowances.
|
(f)
|
Includes
Jaguar Land Rover.
|
(g)
|
Inclu
des
$1.1 billion, $156 million, and $2.7 billion in 2008, 2007, and
2006, respectively, of allowance for deferred tax assets through
Accumulated
other comprehensive income/(loss)
and $8.2 billion,
$539 million, and $4.2 billion in 2008, 2007, and 2006, res
pectively, of
allowance for deferred tax assets through the income
statement.
|
(h)
|
Includes
$685 million increase to balance at January 1, 2007 due to the
adoption of FIN 48.
|
|
(1)
|
was
hired or rehired prior to January 1,
2004;
|
|
(2)
|
is
being Separated From Service with the approval of the
Company;
|
|
(1)
|
has
at least five years service at the Leadership Level One or Two level, or
its equivalent;
|
|
(2)
|
has
at least ten years of combined contributory membership under the General
Retirement Plan or membership in any other retirement plan sponsored by a
Subsidiary to which the Level One or Two Employee contributed or, if
contributions were not permitted,
participated;
|
|
(3)
|
is
at least 55 years of age; and
|
|
(4)
|
retires
from the Company prior to age 65
|
|
(i)
|
During
the entire period from the date of such employee's Separation From Service
to the end of such month, such employee shall have earned out such
installment by refraining from engaging in any activity that is directly
or indirectly in competition with any activity of the Company or any
Subsidiary or Affiliate thereof
;
|
|
(ii)
|
If
a Specified Employee incurs a Separation From Service, other then as a
result of such Specified Employee's death, payment of any Executive
Separation Allowance benefit shall not commence (or be paid) earlier than
the first day of the seventh month following the 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 Specified Employee's Separation From Service shall be
accumulated and paid in a lump sum payment on or after the first day of
the seventh month following such Separation From Service;
and
|
|
(iii)
|
The
payments delayed under this Section shall not bear
interest.
|
(a)
|
The
Company reserves the right to take such action, on a uniform 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.
|
(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
the event an Eligible Leadership Level One or Two Employee is reemployed
following a Separation From Service, distribution of any Executive
Separation Allowance shall not cease upon such Eligible Leadership Level
One or Two Employee's reemployment.
|
(d)
|
After
receipt of Plan benefits, the obligations of the Company with respect to
such benefits shall be satisfied and no Eligible Leadership Level One or
Two Employee, or their Eligible Surviving Spouse, shall have any further
claims against the Plan or the Company with respect to Plan
benefits.
|
I.
|
Name
and Purpose
|
II.
|
Effective
Date
|
|
The
Plan shall be effective as of January 13,
1983.
|
III.
|
Participants
|
IV.
|
Election
of Deferral
|
|
(A)
|
On
or before December 31 of any year, each director, or nominee for election
as a director, shall be entitled to make an irrevocable election to defer
receipt of all or a specified portion of the compensation (exclusive of
expense reimbursements and/or stock-based compensation) otherwise payable
to such director during the following year for service on the Board of
Directors of the Company (the "Board") and its Committees. Any
such election shall become irrevocable as of December 31 of the year of
election.
|
|
(B)
|
Any
deferral election pursuant to this Section shall include an election as to
whether the compensation deferred pursuant to this Section shall be
credited to such Participant's Account in cash and/or Common Stock Units
("Stock Units"). Each Stock Unit shall have the same value as a
share of Common Stock of the Company ("Common Stock") and shall be
entitled to dividend equivalents as provided in Section
V. Stock Units shall not have any voting rights, shall not
represent actual shares of Common Stock, and shall not give any
Participant any rights as a stock holder in the
Company.
|
|
(C)
|
With
respect to the year 1983 only, a director may make an election to defer
compensation and have such compensation credited to the director's Account
in cash prior to February 13, 1983, in which case such election shall
apply to the director's compensation allocable to the period commencing
March 1, 1983 and ending December 31, 1983. With respect to the
year 1991 only, a director may make an election to defer compensation and
have such compensation credited to the director's Account in Stock Units
prior to August 11, 1991, in which case such election shall apply to the
director's compensation allocable to the period commencing September 1,
1991 and ending December 31, 1991.
|
|
(D)
|
A
newly elected director may elect to defer compensation pursuant to this
Section and to have such compensation credited to such Participant's
Account in cash and/or Stock Units for the remainder of the calendar year
in which such director joins the Board. Any such election shall
be made within 30 days following the date of such director's election to
the Board and shall be effective with respect to compensation earned on
and after the first day of the month next following the date on which such
election by such director becomes irrevocable and ending on the next
following December 31.
|
(E)
|
A
Participant may elect to defer compensation for each year while the Plan
is in effect by giving written notice to the Company in accordance with
Section XX setting forth the Participant's irrevocable election as
to:
|
|
(a)
|
the
percentage of each component of the Participant's compensation for such
year (annual retainer, committee chair fees, and presiding director fees,
but excluding any expense reimbursement and/or
stock-based
compensation) to be deferred and credited to the Participan'ts Account in
cash and the percentage to be deferred and credited to the Participant's
Account in Stock Units; and
|
|
(b)
|
the
method of distribution (i.e., a lump sum payment or up to ten annual
installments as provided for in Section VII) desired for each of the
following: (i) the portion of such year's compensation deferred
pursuant to this Section and credited to the Participant's Account in
cash, (ii) the portion of such year's compensation deferred pursuant to
this Section and credited to the Participant's Account in Stock Units,
(iii) the portion of such year's compensation mandatorily deferred
pursuant to Section XXII, and (iv) any "dividend equivalents," as
determined in Section V(E), to be credited to the Participant's Account
for such year.
|
|
(F)
|
Notwithstanding
anything contained in the Plan to the contrary, no otherwise permissible
election or other action is allowed that would trigger taxation of any
amount under Section 409A of the Internal Revenue Code of 1986, as amended
("Code").
|
V.
|
Deferred
Compensation Accounts
|
|
(A)
|
All
compensation deferred by a Participant pursuant to Section IV shall be
held in the general funds of the Company and shall be credited pursuant to
this Section to the
Participant's
Account in cash and/or Stock Units as elected by the Participant in
accordance with Section IV.
|
|
(B)
|
With
respect to amounts deferred and credited to a Participant's Account in
cash, the Participant's Account shall be credited with the amount so
deferred, as of the date when the amount so deferred otherwise would have
been payable if it had not been
deferred.
|
|
(C)
|
With
respect to amounts deferred and credited to a Participant's Account in
cash, the Participant's Account shall be credited with "interest
equivalents" as of each June 30 and December 31 on the average daily
balance credited to such Account in cash during the period of six months
ended on such date, at an annual rate equal to (i) the rate, on a bond
yield equivalency basis, on six-month (26-week) Treasury Bills maturing
during the week in which such date falls, plus (ii) 75 basis
points. Interest equivalents shall continue to be so credited
until such time as the entire balance of such Account shall have been
distributed.
|
|
(D)
|
With
respect to amounts deferred and credited to a Participant's Account in
Stock Units, the Participant's Account shall be credited with the number
of Stock Units (including fractional interest therein) as of the date when
the amount so deferred otherwise would have been payable if it had not
been deferred, determined by dividing such amount by the applicable
"Crediting Price," as determined pursuant to this
Section.
|
|
(E)
|
As
of each date of payment of a dividend on the Common Stock, with respect to
the Stock Units credited to the Participant's Account on the record date
for such dividend, there shall be credited as "dividend equivalents" such
additional Stock Units (including fractional interest
therein),
|
|
(a)
|
In
the case of cash dividends, as could be purchased at the Crediting Price
as of such payment date with the dividends payable on the number of
outstanding shares of Common Stock corresponding to the number of Stock
Units credited to the Participant's Account on such record
date;
|
|
(b)
|
In
the case of dividends payable in property other than cash or Common Stock,
as could be purchased at the Crediting Price as of such payment date with
an amount equal to the fair market value of such property, determined by
the Committee as of the date of payment, payable on the number of
outstanding shares of Common Stock corresponding to the number of Stock
Units credited to the Participant's Account on such record date;
or
|
|
(c)
|
In
the case of dividends payable in Common Stock, as would equal the number
of shares of Common Stock payable on the number of outstanding shares of
Common Stock corresponding to the number of Stock Units credited to the
Participant's Account on such record
date.
|
|
(F)
|
The
"Crediting Price" with respect to any compensation deferred in Stock Units
pursuant to Section IV shall mean the fair market value of the Common
Stock on the date on which such compensation otherwise would have been
payable if it had not been deferred. The Crediting Price with
respect to any dividend equivalent shall mean the fair market value of the
Common Stock on the date of payment of the related dividend on Common
Stock. The Crediting Price with respect to any amount converted
into Stock Units pursuant to Section VI shall be determined as provided in
Section VI.
|
|
(G)
|
For
all purposes of the Plan, "fair market value" of the Common Stock on any
date shall mean the average of the highest and lowest prices at which the
Common Stock shall have been sold regular way on the New York Stock
Exchange on such date or, if no such sales shall have been made on such
date, on the next preceding date on which there were such sales of the
Common Stock on such Exchange.
|
VI.
|
Conversion
of Deferred Cash into Stock Units
|
|
(A)
|
Any
Participant who shall have any amount credited in cash to his or her
Account at September 30, 1991 may elect to convert all or a portion of
such amount into Stock Units on or after July 11, 1991 and on or before
December 31, 1991 by giving written notice of such election to the Company
prior to December 31, 1991 in accordance with Section XX. The
portion of the Account specified in such notice shall be converted into
Stock Units (including fractional interests therein) at the applicable
Crediting Price, which shall be the daily average of the fair market value
of the Common Stock on each business day during the first "window period"
that begins subsequent to the date of such notice. The term
"window period," as used in the preceding sentence, shall mean the period
beginning on the third business day following the date of release by the
Company of quarterly or annual statements of sales and earnings and ending
on the 12
th
business day following such date. Such conversion shall be
effective as of the last business day in such first window period (such
business day being hereinafter called the "date of conversion"), except
that compensation otherwise payable on September 30, 1991 shall be
converted, at such Crediting Price, as of September 30,
1991. Interest equivalents accrued through the date of
conversion shall be converted at such Crediting Prices as of the date of
conversion.
|
|
(B)
|
Interest
equivalents on the amount converted pursuant to this Section shall cease
to accrue on the date of conversion. The Stock Units credited
to a Participant's Account as a result of any such conversion shall be
dealt with in the same manner as all other Stock Units credited to
Participants' Accounts under the
Plan.
|
VII.
|
Method
of Distribution of Deferred
Compensation
|
|
(A)
|
No
distribution of deferred compensation may be made except as provided in
this Section.
|
|
(B)
|
The
amount of cash and the value of Stock Units credited to a Participant's
Account for each year shall be payable either in a lump sum cash payment
or in up to ten annual installments as elected by the Participant in
accordance with Section IV with respect to each category of deferred
compensation credited to the Participant's Account. If annual
installments are elected for any year with respect to any category of
deferred compensation, the amount of the first payment shall be a fraction
of the value of the portion of the Participant's Account for such year
represented by such category as of December 31 of the year preceding such
first payment, the numerator of which is one and the denominator of which
is the total number of annual installments elected. The amount
of each subsequent payment with respect to such category shall be a
faction of the value of such portion as of the December 31 of the year
preceding such subsequent payment, the numerator of which is one and the
denominator of which is the number of annual installments remaining,
including the payment then being made. If the Participant shall
have elected to have deferred compensation credited to such Participant's
Account partly in cash and partly in Stock Units for any year, each such
category shall be distributed separately in accordance with the
Participant's
distribution election with respect to such category for such year and in
accordance with the two immediately preceding sentences of this
paragraph.
|
|
(C)
|
Each
distribution of deferred compensation, either in a lump sum or in annual
installments, shall be made, or commence, on January 10 of the year
following the year in which the Participant's service as a director
terminates, or as soon thereafter as practicable, but in no event later
than December 31 immediately following such January
10.
|
|
(D)
|
For
the purpose of determining the amount of each distribution to a
Participant with respect to Stock Units, each Stock Unit credited to the
Participant's Account for any year shall be deemed to have a value equal
to the fair market value of the Common Stock at December 31 of the year
prior to such distribution.
|
|
(E)
|
At
the written request of a Participant, the Committee (as hereinafter
defined), in its sole discretion, may authorize the cessation of deferrals
by such Participant that were to be credited to such Participant's Account
in cash and distribution of all or part of the cash portion of the
Participant's Account prior to his or her termination of service as a
director, or accelerate payment of any installments payable with respect
to amounts deferred in cash, upon a showing of an unforeseeable emergency
by the Participant. For purposes of this paragraph,
"unforeseeable emergency" shall mean severe financial hardship resulting
from an illness or accident of the Participant, the Participant's spouse
or beneficiary, or the Participant's dependent (as defined in Code Section
152, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)),
loss of the Participant's property due to casualty (including the need to
rebuild a home following damage not otherwise covered by insurance), or
other similar extraordinary and unforeseeable circumstances arising as a
result of one or more recent events beyond the control of the
Participant. In any event, payment shall not be made to the
extent such emergency is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the
Participant's assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship, and/or (iii) by cessation of
deferrals under the Plan. Withdrawals of amounts because of an
unforeseeable emergency shall only be permitted to the extent reasonably
necessary to satisfy the emergency. Examples of what are not
considered to be unforeseeable emergencies include the need to send a
Participant's child to college or the desire to purchase a
home. The amount distributed shall be credited with interest
equivalents through the date of distribution in accordance with Section
V. This Section shall not apply to amounts credited to a
Participant's Account in Stock
Units.
|
|
(F)
|
Notwithstanding
anything contained in the Plan to the contrary, no otherwise permissible
distribution or other action is allowed that would trigger taxation of any
amount under Code Section 409A.
|
VIII.
|
Distribution
upon Death
|
IX.
|
Participant's
Rights in Account
|
X.
|
Statements
of Account
|
XI.
|
Administration
|
XII.
|
Indemnification
and Exculpation
|
|
(A)
|
Each
person who is or shall have been a member of the Board or of the Committee
shall be indemnified and held harmless by the Company against and from any
and all loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such person in connection with or resulting from
any claim, action, suit or proceeding to which such person may be or
become a party or in which such person may be or become involved by reason
of any action taken or failure to act under the Plan and against and from
any and all amounts paid by such person in settlement thereof (with the
Company's written approval) or paid by such person in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment in
favor of the Company based upon a finding of such person's lack of good
faith; subject, however, to the condition that, upon the institution of
any claim, action, suit or proceeding against such person, such person
shall in writing give the Company an opportunity, at its own expense, to
handle and defend the same before such person undertakes to handle and
defend it on such person's behalf. The foregoing right of
indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that
the Company may have to indemnify or hold such person
harmless.
|
|
(B)
|
Each
member of the Board or of the Committee, and each officer and employee of
the Company, shall be fully justified in relying or acting in good faith
upon any information furnished in connection with the administration of
the Plan by any appropriate person or persons other than such
person. In no event shall any person who is or shall have been
a member of the Board or of the Committee, or an officer or employee of
the Company, be held liable for any determination made or other action
taken or any omission to act in reliance upon any such information, or for
any action (including the furnishing of information) taken or any failure
to act, if in good faith.
|
XIII.
|
Adjustment
in Event of Changes in
Capitalization
|
XIV.
|
Finality
of Determinations
|
XV.
|
Designation
of Beneficiaries and Effect of
Death
|
XVI.
|
No
Right to Reelection
|
XVII.
|
Withholding
of Taxes
|
XVIII.
|
No
Assignment of Benefits
|
XIX.
|
Amendment
and Termination
|
XX.
|
Notices
|
XXI.
|
Governing
Law
|
XXII.
|
Mandatory
Deferral
|
XXIII.
|
Code
Section 409A.
|
|
(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.
|
|
(a)
|
A
Periodic GRP Equalization Benefit shall be provided to any Eligible
Employee (i) whose GRP benefit is subject to the Limitations or delayed
pursuant to provisions set forth in (b)(iii), and (ii) who, at
the time of Separation From Service, has earned at least 5 years of
credited service under the GRP (or, if age 65 or older, has earned at
least 1 year of credited service under the
GRP).
|
|
(b)
|
The
Periodic GRP Equalization Benefit:
|
|
(i)
|
Shall
be equal in amount to the difference between the GRP benefit the Eligible
Employee would receive if the Eligible Employee commenced GRP benefits
upon Separation From Service and the corresponding benefit that would be
payable under the GRP without regard to the Limitations. For
purposes of determining such amount, the Eligible Employee shall be
treated as if he or she elected to receive his or her GRP benefit in the
form of the qualified joint and survivor annuity benefit under the GRP if
married, or the single life annuity form of benefit under the GRP if
unmarried (including, a divorced or widowed Eligible
Employee). The amount of any Periodic GRP Equalization Benefit
payable to an Eligible Employee whose benefit under the ESAP is not offset
or reduced by the amount of any GRP benefit payable to such Eligible
Employee prior to age 65 shall be increased upon the Eligible Employee's
attainment of age 65 to reflect an unreduced normal retirement benefit
under the GRP. In determining the amount of the Periodic GRP
Equalization Benefit, the Eligible Employee's salary shall be the Eligible
Employee's salary (as that term is defined in the GRP) plus BEP Salary
Reductions for periods before January 1, 1985 which are credited under
this Plan pursuant to Section 3.02(a)(ii)(C) below, but the Eligible
Employee shall not make contributions hereunder based on such BEP Salary
Reductions.
|
|
(ii)
|
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 the first day of the month
following the earliest of the following
dates:
|
|
(iii)
|
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, shall
not commence (or be paid) earlier than the first day of the seventh month
following 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 after the first day of the seventh month
following such Separation From Service. The payment delayed
under this Section shall not bear
interest.
|
|
(c)
|
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 GRP benefit the Eligible Surviving Spouse
receives and the corresponding benefit that would be payable to the
Eligible Surviving Spouse under the GRP without regard to the
Limitations. Payment of any such Eligible Surviving Spouse
benefit shall commence as soon as administratively practicable following
the Eligible Employee's death, but in no event after the later
of: (i) the December 31
st
immediately following the Eligible Employee's death, or (ii) the 15
th
day of the third month immediately following the Eligible Employee's
death. Any such Eligible Surviving Spouse benefit shall cease
upon the death of the Eligible Surviving
Spouse.
|
|
(d)
|
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).
|
|
(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):
|
|
(A)
|
by
payroll deduction authorization under this Plan that portion of the amount
the Eligible Employee had elected to contribute as employee regular
savings contributions to the SSIP for such pay period (by a payroll
deduction authorization in effect for such pay period under the SSIP)
which, when added to all other actual and projected Annual Additions as
defined under the SSIP during such plan year, exceeded the
Limitations.
|
|
(B)
|
that
portion of regular savings and related earnings which have been returned
to the Eligible Employee pursuant to the SSIP,
and
|
|
(C)
|
the
Eligible Employee's BEP Salary
Reductions.
|
|
(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 apply under this Plan with respect to
contributions pursuant to Subsection 3.02(a)(ii) (other than related
Company matching contributions) which were made or credited hereunder by
or on behalf of such Company officer; and the officer will be required to
make any other investment election permitted under the SSIP with respect
to such amounts.
|
|
(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).
|
|
(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 contributions
that would have been contributed to the SSIP had the Eligible Employee not
made base salary deferrals to the
DCP.
|
|
(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 the
SSIP, unless the Eligible Employee makes a separate designation under this
Plan pursuant to the rules established by the
Committee.
|
|
(c)
|
Payment of SSIP 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 SSIP, and shall be made as soon as practicable after
the earlier of the Eligible Employee’s Separation From Service or death,
but in no event shall such payment be made after the later of (i) the
December 31
st
following the Eligible Employee's Separation From Service or death, or
(ii) the 15
th
day of the third month following 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 death, payment
of the amount credited to such Specified Employee’s SSIP Equalization
Benefit subaccount, accrued or vested after December 31, 2004, shall be
paid no earlier than 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.
|
(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.
|
|
(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, and shall be made as soon as practicable after
the earlier of the Eligible Employee's Separation From Service or death,
but in no event shall such payment be made after the later of (i) the
December 31
st
following the Eligible Employee's Separation From Service or death, or
(ii) the 15
th
day of the third month following 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 death, payment
of any amount credited to the Specified Employee's FRP Equalization
Benefit book entry account, accrued or vested after December 31, 2004,
shall not be made earlier than 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.
|
|
(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).
|
|
(a)
|
Group
I and Group II Employees
|
|
(b)
|
Group
III Employees.
|
(a)
|
With
respect to Equalization Benefits, the Company reserves the right to take
such action, on a uniform 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.
|
(b)
|
In
no event shall any transfer of liabilities to or from this Plan result in
an impermissible acceleration or deferral of Equalization 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 Employee is reemployed following a Separation From
Service, distribution of any Equalization Benefit shall not cease upon
such Eligible Employee's
reemployment.
|
(e)
|
After
receipt of any Equalization Benefits, the obligations of the Company with
respect to such Equalization Benefits shall be satisfied and no Eligible
Employee, Eligible Surviving Spouse, or other beneficiary shall have any
further claims against the Plan or the Company with respect to
Equalization Benefits.
|
(a)
|
Denial
of a Claim
|
(b)
|
Review
of Denial of the Claim to the
Committee
|
(c)
|
Decision
of the Committee
|
(d)
|
Limitations
Period
|
1.01
|
"Eligible Employee"
shall mean a former salaried employee of FERCO, excluding any former
salaried employee of FERCO who transferred to Visteon Corporation as part
of its spin-off from the Company in June 2000, whose benefits under the
FERCO SRP were limited as a result of the application of the
Limitations.
|
1.02
|
“FERCO”
shall mean the
Ford Electronics and Refrigeration
Corporation.
|
1.03
|
“FERCO Equalization
Benefit”
shall mean any of the benefits described in this
Appendix.
|
1.04
|
"PBGC"
shall mean the
Pension Benefit Guaranty
Corporation.
|
(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.
|
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, Vice Chairman,
|
|
President
|
.90%
|
-
Executive Vice President
|
.80%
|
-
Group Vice President
|
.75%
|
-
Vice President
|
.70%
|
Leadership
Level Two
2
|
|
-
Standard Benefit
|
.40%
|
-
Non-standard Benefit
3
|
.60%
|
Leadership
Level Three
|
.20%
|
Leadership
Level Four
|
.20%
|
|
3.03
|
Payments.
|
Status at Retirement
|
Applicable Percentage
|
|||
Contributory
|
Contributory
|
|||
Service
|
Service
|
|||
before 1/1/89
|
from 1/1/89
|
|||
Chairman,
Vice Chairman,
|
||||
President
|
.60%
|
.90%
|
||
Executive
Vice President
|
.50%
|
.80%
|
||
Vice
Presidents
|
||||
Salary
Grade 23
|
.40%
|
.70%
|
||
Salary
Grade 22
|
.40%
|
.70%
|
||
Salary
Grade 21
|
.40%
|
.70%
|
||
Salary
Grade 20
|
.40%
|
.70%
|
||
|
||||
Non-Vice
Presidents
|
||||
Salary
Grade 21
|
.30%
|
.60%
|
||
Salary
Grade 20
|
.30%
|
.60%
|
||
Salary
Grade 19
|
.30%
|
.60%
|
||
Salary
Grade 18, 17, 16
|
.20%
|
.40%
|
||
Salary
Grade 15, 14, 13
|
.10%
|
.20%
|
Status at Retirement
|
Applicable Percentage
|
|
Chairman,
Vice Chairman, President
|
.50%
|
|
Executive
Vice President
|
.40%
|
|
Vice
President
|
||
Salary
Grade 23
|
.35%
|
|
Salary
Grade 22
|
.30%
|
|
Salary
Grade 21
|
.25%
|
|
Salary
Grade 20
|
.20%
|
|
Non-Vice
Presidents
|
||
Salary
Grade 21
|
.25%
|
|
Salary
Grade 20
|
.20%
|
|
(a)
|
Group
I and Group II Employees.
|
|
(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
|
"Benefit Equalization
Plan"
or
"BEP"
means the Ford Motor Company Benefit Equalization Plan, as it
may be amended.
|
|
2.03
|
"Code"
means the
Internal Revenue Code of 1986, as amended from time to
time.
|
|
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
|
"Contributory Service"
means, 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 General Retirement
Plan.
|
|
2.06
|
"Credited Service"
means, 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 General Retirement
Plan.
|
|
2.07
|
"Deferred Equalization
Plan"
or
"DEP"
means the Ford Motor Credit Company Deferred Equalization
Plan, as it may be amended.
|
|
2.08
|
"DEP Select Benefits"
means the benefits described in Section
4.04.
|
|
2.09
|
"Eligible Executive"
means a full time Company employee
who:
|
|
(i)
|
was
hired or rehired prior to January 1,
2004,
|
|
(i)
|
is
at least age 55 as of the Retirement Effective Date, except as otherwise
provided in Section 6, and who has at least ten years of service
recognized for eligibility to receive a benefit under the General
Retirement Plan as of the Retirement Effective
Date,
|
|
(ii)
|
is
assigned to Leadership Levels 1 through 5 of the Company, or their
equivalents,
|
|
(iii)
|
is
selected by the Company to participate in the Select Retirement Plan,
and
|
|
(iv)
|
is
in good standing as of the last day of
employment.
|
|
2.10
|
"Eligible Surviving
Spouse"
means a spouse, as defined by the Federal Defense of
Marriage Act of 1996, to whom a Retired Employee has been married for at
least one year at the date of the Retired Employee's
death.
|
|
2.11
|
"ESAP Select Benefits"
means the benefits described in Section
4.03.
|
|
2.12
|
"Executive Separation Allowance
Plan"
or
"ESAP"
means the Ford Motor Company Executive Separation Allowance
Plan, as it may be amended.
|
|
2.13
|
"General Retirement
Plan"
or
"GRP"
means the Ford Motor Company General Retirement Plan, as it
may be amended.
|
|
2.14
|
"GRP Select Benefits"
means the benefits described in Section
4.01.
|
|
2.15
|
"Plan"
means the Select
Retirement Plan of Ford Motor Company, as it may be
amended.
|
|
2.16
|
"Retired Executive"
means an Eligible Executive who retires from the Company under the terms
and conditions of this Plan on the Retirement Effective
Date.
|
|
2.17
|
"Retirement Effective
Date"
means the date designated by the Company. Such
Retirement Effective Date shall be only on the first of a
month. For purposes of determining the minimum 15% improvement
described in Section 4.01, if a Retired Executive commences receiving a
GRP benefit on or after the date on which the Retired Executive attains
age 65, Retirement Effective Date means the date the Retired Executive
commences receipt of the GRP
benefit.
|
|
2.18
|
"Retirement Plans"
means
the General Retirement Plan, the Benefit Equalization Plan, the
Supplemental Executive Retirement Plan, the Executive Separation Allowance
Plan and the Deferred Equalization
Plan.
|
|
2.19
|
"Select Benefits"
means
the retirement benefits described in Section
4.
|
|
2.20
|
"Separation From
Service"
shall occur upon an Eligible Executive's death, retirement
or other termination from employment with the
Company.
|
|
2.21
|
"SERP Select Benefits"
means the benefits described in Section
4.02.
|
|
2.22
|
"Specified Employee "
means 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).
|
|
2.23
|
"Subsidiary"
shall mean,
as applied with respect to any person or legal entity specified, (i) a
person or legal entity with 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.
|
|
2.24
|
"Supplemental Executive
Retirement Plan"
or
"SERP"
means the Ford
Motor Company Supplemental Executive Retirement Plan, as it may be
amended.
|
|
3.01
|
Effective
Agreement
. To participate in the Plan, an Eligible
Employee 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 an amount equal to the difference between (X) and (Y)
where (X) is the GRP benefit determined under the terms of the GRP after
giving effect to the following
adjustments:
|
|
4.02
|
SERP Select
Benefits.
The SERP Select Benefit applicable to a
Retired Executive who is otherwise eligible, or who becomes eligible, for
a SERP benefit under the terms of the SERP in effect as of the Retirement
Effective Date shall be an amount equal to the difference between (X) and
(Y) where (X) is the SERP benefit determined under the terms of the SERP
after giving effect to the following
adjustments:
|
|
4.03
|
ESAP Select
Benefits.
The ESAP Select Benefit applicable to a
Retired Executive who is otherwise eligible, or who becomes eligible, for
an ESAP benefit under the terms of the ESAP in effect as of the Retirement
Effective Date shall be an amount equal to the difference between (X) and
(Y) where (X) is the ESAP benefit determined under the terms of the ESAP
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.
|
|
5.01
|
Except
as otherwise provided herein, payment of Select Benefits determined under
Section 4 shall commence on the first day of the month following the date
on which the Eligible Executive has a Separation From
Service.
|
|
5.03
|
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 Select Benefit shall commence no earlier
than the first day of the seventh month following such Specified
Employee's Separation From Service, other than as a result of the
Specified Employee's death. 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 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 administratively
practicable following such Retired Executive' s death, but in no event
after the later of: 1) December 31
st
immediately following such Retired Executive's death, or 2) the 15
th
day of the third month immediately following such Retired Executive's
death, and continuing until the death of the Eligible Surviving
Spouse.
|
|
(b)
|
SERP Select
Benefits
. No survivor benefits are payable with respect
to SERP Select Benefits.
|
|
(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 (i) has not has a Separation From
Service, (ii) 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, commencing
as soon as administratively practicable following such executive' s death,
but in no event after the later of: 1) December 31
st
immediately following such executive's death, or 2) the 15
th
day of the third month immediately following such executive's death, and
continuing 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 administratively
practicable following such Retired Executive's death, but in no event
after the later of: 1) December 31
st
immediately following such Retired Executive's death, or 2) the 15
th
day of the third month immediately following such Retired Executive's
death, and continuing until the death of the Eligible Surviving
Spouse.
|
|
6.01
|
Authority to Reduce Minimum Age
Eligibility.
The Executive Chairman of the Company shall
have the authority, from time to time in his or her sole and absolute
discretion, to reduce the minimum age eligibility requirement specified in
Section 2.09(i) of the Plan from age 55 to age
52.
|
|
6.02
|
Under Age 55 Select
Benefits.
If an Eligible Executive becomes eligible to
receive a Select Benefit under this Plan pursuant to Section 6.01, the
Select Benefits payable to such Eligible Executive shall be determined as
provided in Section 5 above as if the Eligible Executive were three years
older and had met the age 55 minimum age eligibility requirement under
Section 2.09(i). For an Eligible Executive who becomes eligible
to receive a GRP Select Benefit at age 52 in accordance with this Section,
the GRP Select Benefit shall be payable exclusively under this Plan until
such Eligible Executive reaches age 55. When a benefit becomes
payable to the Eligible Executive under the GRP, the amount of the GRP
Select Benefits shall be reduced by the benefit amount payable from the
GRP. For an Eligible Executive who becomes eligible to receive
a SERP Select Benefit and/or an ESAP Select Benefit at age 52 in
accordance with this Section, the SERP Select Benefit and/or ESAP Select
Benefit shall be payable exclusively under this Plan. Select
Benefits payable as a result of an Eligible Executive being selected to
receive Select Benefits at age 52 in accordance with this Section are not
an acceleration of benefits under this Plan in violation of Code Section
409A.
|
|
6.03
|
Subsidiary Retirement
Plans.
If an Eligible Executive under age 55 would have
become eligible for a regular early retirement benefit from a Subsidiary's
retirement plan if he or she had remained in Subsidiary employment until
the minimum age or service eligibility requirements under such
Subsidiary's plan were met, this Plan shall pay an additional benefit in
an amount equal to the Subsidiary early retirement benefit that would have
been paid if the minimum eligibility requirements had been met on the
Retirement Effective Date. The payment shall cease at such time
as the regular early retirement benefit from the Subsidiary's plan becomes
payable. If the Subsidiary's plan shall pay only a deferred
vested benefit at age 55, payment of any Select Benefit provided under
this Plan to an Eligible Executive shall be reduced by the amount of the
deferred vested or survivor's benefit payable under such Subsidiary
plan. Select Benefits provided under this Plan to an Eligible
Executive shall cease upon the Eligible Executive's
death. Survivor benefits, if any, shall cease upon the Eligible
Surviving Spouse's death. The amounts payable pursuant to this
paragraph shall be in addition to any other Select Benefits that otherwise
may be payable under this Plan.
|
|
8.01
|
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 an Eligible Executive and no
Eligible Executive shall be permitted to receive a benefit under the Plan
that would be inconsistent with such
terms.
|
|
(b)
|
The
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, their functional equivalent) shall have full power and
authority on behalf of the Company to administer and interpret the
Plan. In the event of a change in a designated officer's title,
the officer or officers with functional responsibility for the Retirement
Plans shall have the power and authority to administer and interpret the
Plan. All decisions with respect to the administration and
interpretation of the Plan shall be final and binding upon all
persons.
|
|
(c)
|
In
the event that an Article, Section or paragraph of the Code, Treasury
Regulations, GRP, ESAP or SERP 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, their
functional equivalent) may act individually to delegate authority to
administrative personnel to make benefit payments to employees in
accordance with plan provisions.
|
|
8.03
|
Deductions.
The
Company may deduct from any payment of Select Benefits to a Retired
Executive all amounts owing to it by such Retired Executive for any
reason, and all taxes required by law or government regulation to be
deducted or withheld.
|
|
8.04
|
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 or any other person shall have any legal or other right to any
Select Benefit.
|
|
8.05
|
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, and are not merely incidental to the
performance of the Retired Executive's other job
duties.
|
|
8.06
|
Select Benefits Not
Funded.
The Company's obligations under this Plan are
not funded. Select Benefits under this Plan shall be payable
only out of the general funds of the
Company.
|
|
8.07
|
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, Eligible Surviving Spouse, or any other person shall
have any legal or other right to any benefit under this
Plan.
|
|
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 reserves the right to modify or
amend, in whole or in part, or to terminate this Plan, at any time without
notice; provided, however, that no distribution of benefits shall occur
upon termination of this Plan unless applicable requirements of Code
Section 409A have been met.
|
|
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.
|
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 Eligible Executive will receive written notification
within a reasonable period 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 date
sent electronically to the claimant. If the plan administrator
determines that an extension of time for processing is required, written
notice of the extension shall be furnished to the Eligible Executive 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, an eligible executive may request a review
by filing a written appeal to the 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, their functional
equivalent), or their designee(s), within sixty (60) days of receipt of
the written notification of denial. The appeal will be
considered and a decision shall be rendered as soon as
practical. In the event a time extension is needed to consider
the appeal and render the decision, written notice shall be provided to
the eligible executive notifying them of such time
extension.
|
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 eligible
executive. 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
claims and appeal procedures have been exhausted. Legal actions
under the plan for benefits must be brought no later than two (2) years
after the claim arises. No other action may be brought against
the plan more than six (6) months after the claim
arises.
|
|
·
|
total
company pre-tax profits* (40%),
|
|
·
|
relevant
business unit pre-tax profits (including related financing profits)*
(15%),
|
|
·
|
total
company automotive operating-related cash flow*
(20%),
|
|
·
|
relevant
business unit cost performance
(8.33%),
|
|
·
|
relevant
business unit market shares (8.33%),
and
|
|
·
|
relevant
business unit quality metrics
(8.33%).
|
|
·
|
total
company pre-tax profits* (55%),
|
|
·
|
total
company automotive operating-related cash flow*
(20%),
|
|
·
|
total
company cost reductions (8.33%),
|
|
·
|
total
company market shares (8.33%), and
|
|
·
|
total
company quality metrics (8.33%).
|
|
·
|
total
company pre-tax profits* (40%),
|
|
·
|
relevant
business unit pre-tax profits (including related financing profits)*
(15%),
|
|
·
|
total
company automotive operating-related cash flow*
(20%),
|
|
·
|
relevant
business unit cost performance
(8.33%),
|
|
·
|
relevant
business unit market shares (8.33%),
and
|
|
·
|
relevant
business unit quality metrics
(8.33%).
|
|
·
|
total
company pre-tax profits* (55%),
|
|
·
|
total
company automotive operating-related cash flow*
(20%),
|
|
·
|
total
company cost reductions (8.33%),
|
|
·
|
total
company market shares (8.33%), and
|
|
·
|
total
company quality metrics (8.33%).
|
1.
|
The
Option may not be exercised prior to the date one year from the date of
the Stock Option Agreement of which these terms and conditions are a part
(the Agreement). Thereafter, the Option may be exercised in installments
as follows:
|
|
·
|
(a)
Beginning on the date one year from the date of the Agreement, the Option
may be exercised to the extent of 33% of the shares originally covered
thereby;
|
|
·
|
(b)
Beginning on the date two years from the date of the Agreement, the Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
|
|
·
|
(c)
Beginning on the date three years from the date of the Agreement, the
Option may be exercised to the extent of an additional 34% of the shares
originally covered thereby; and
|
|
·
|
(d)
To the extent not exercised, installments shall be cumulative and may be
exercised in whole or in part;
|
2.
|
The
Stock Appreciation Right, if any, granted by the Company to the Optionee
under the Agreement shall entitle the Optionee to receive, without payment
to the Company and as the Optionee may elect, either (a) that number of
shares of Stock determined by dividing (i) the total number of shares of
Stock subject to the Option (or the portion or portions thereof which the
Optionee from time to time elects to use for purposes of this clause (a)),
multiplied by the amount by which the fair market value of a share of
Stock on the day this right is exercised exceeds the option price set
forth in the Agreement (such amount being hereinafter referred to as the
Spread), by (ii) the fair market value of a share of Stock on the exercise
date; or (b) cash in an amount determined by multiplying (i) the total
number of shares of Stock subject to the Option (or the portion or
portions thereof which the Optionee from time to time elects to use for
purposes of this clause (b)), by (ii) the amount of the Spread; or (c) a
combination of shares of Stock and cash, in amounts determined as set
forth in clauses (a) and (b) above; all subject to the terms and
conditions set forth herein and any rules and regulations established by
the Committee pursuant to the Plan.
|
3.
|
Except
as provided in the immediately following two paragraphs, if, prior to the
date one year from the date of the Agreement, the Optionee's employment
with the Company shall be terminated by the Company, with or without
cause, or by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option and any Stock Appreciation Right
shall terminate on the date of such termination of employment and all
rights hereunder and under the Agreement shall
cease.
|
4.
|
Anything
contained herein or in the Agreement to the contrary notwithstanding, the
right of the Optionee to exercise the Option or any Stock Appreciation
Right following termination of the Optionee's employment with the Company
shall remain effective only if, during the entire period from the date of
the Optionee's termination to the date of such exercise, the Optionee
shall have earned out such right by (i) making himself or herself
available, upon request, at reasonable times and upon a reasonable basis,
to consult with, supply information to and otherwise cooperate with the
Company or any subsidiary thereof with respect to any matter that shall
have been handled by him or her or under his or her supervision while he
or she was in the employ of the Company or of any subsidiary thereof, and
(ii) refraining from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any
subsidiary thereof.
|
|
·
|
(1)
if the Optionee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) or the liability provisions of Section 16(b) of
the Exchange Act (any such Optionee being hereinafter called a Section 16
Person), such waiver may be granted by the Committee upon its
determination that in its sole judgment there shall not have been and will
not be any substantial adverse effect upon the Company or any subsidiary
thereof by reason of the nonfulfillment of such condition;
and
|
|
·
|
(2)
if the Optionee shall not at any time have been a Section 16 Person, such
waiver may be granted by the Committee (or any committee appointed by it
for the purpose) upon its determination that in its sole judgment there
shall not have been and will not be any such substantial adverse
effect.
|
5.
|
Payment
for any shares of Stock purchased upon exercise of the Option shall be
made in full at the time of exercise. Such payment may be made in cash, by
wire, by delivery of shares of Stock beneficially owned by the Optionee or
by a combination of cash and Stock, at the election of the Optionee;
provided, however, that any shares of Stock so delivered shall have been
beneficially owned by the Optionee for a period of not less than six
months (or 12 months if the stock being surrendered was acquired through
the exercise of an ISO) prior to the date of such exercise. Any shares of
Stock so delivered shall be valued at their fair market value (determined
as provided in Article 2 hereof) on the date of such
exercise.
|
6.
|
As
a condition of the granting of the Option and any Stock Appreciation
Right, the Optionee and the Optionee's successors and assigns agree that
any dispute or disagreement which shall arise under or as a result of the
Agreement or these terms and conditions shall be determined by the
Committee in its sole discretion and judgment and that any such
determination and any interpretation by the Committee of the Agreement or
of these terms and conditions shall be final and shall be binding and
conclusive for all purposes.
|
7.
|
Unless
the Committee determines otherwise, neither the Option nor any Stock
Appreciation Right is transferable by the Optionee otherwise than by will
or the laws of descent and distribution, and, during the Optionee's
lifetime, each is exercisable only by the Optionee or the Optionee's
guardian or legal representative. Once transferred by will or by the laws
of descent and distribution, neither the Option nor any Stock Appreciation
Right shall be further transferable. Any transferee of the Option and any
Stock Appreciation Right shall take the same subject to the terms and
conditions set forth herein. No such transfer of the Option and any Stock
Appreciation Right shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions set forth herein. No
assignment or transfer of the Option and any Stock Appreciation Right, or
of the rights represented thereby, other than as provided in this Article,
shall vest in the purported assignee or transferee any interest or right
therein whatsoever.
|
8.
|
The
Optionee, a beneficiary designated pursuant to Article 7 hereof or a
transferee of the Option and any Stock Appreciation Right shall have no
rights as a stockholder with respect to any share covered by the Option or
any Stock Appreciation Right until such person shall have become the
holder of record of such share, and, except as provided in Article 10
hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) or
distributions or other rights in respect of such share for which the
record date is prior to the date upon which such person shall become the
holder of record thereof.
|
9.
|
The
existence of the Option or any Stock Appreciation Right shall not affect
in any way the right or power of the Company or its stockholders to make
or authorize any adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock or
the rights thereof, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings whether of a similar character or
otherwise.
|
10.
|
The
shares covered by the Option and any Stock Appreciation Right are shares
of Stock as presently constituted, but if, and whenever, prior to the
delivery by the Company of all of the shares of Stock and/or cash
deliverable upon exercise of the Option or any Stock Appreciation Right,
the Company shall effect the payment of a stock dividend on Stock payable
in shares of Stock, a subdivision or combination of the shares of Stock,
or a reclassification of Stock, the number and price of shares remaining
under the Option and any Stock Appreciation Right shall be appropriately
adjusted. Such adjustment shall be made by the Committee, whose
determination as to what adjustment shall be made, and the extent thereof,
shall be final and shall be binding and conclusive for all purposes. Any
such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to the
Option.
|
11.
|
Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the Option or any Stock Appreciation
Right.
|
12.
|
After
any merger of one or more corporations into the Company, or after any
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, the Optionee shall, at no
additional cost, be entitled upon any exercise of the Option or any
exercise of any Stock Appreciation Right for Stock, to receive (subject to
any required action by stockholders), in lieu of the number of shares as
to which the Option or any Stock Appreciation Right shall then be so
exercised, the number and class of shares of stock or other securities to
which the Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation if at the time of such merger or
consolidation the Optionee had been a holder of record of a number of
shares of Stock equal to the number of shares as to which such Option or
Stock Appreciation Right shall then be so exercised. Comparable rights
shall accrue to the Optionee in the event of successive mergers or
consolidations of the character described above or in the event of any
exercise of any Stock Appreciation Right for cash following any such
merger or consolidation. Anything contained herein or in the Agreement to
the contrary notwithstanding, upon the dissolution or liquidation of the
Company, or upon any merger or consolidation in which the Company is not
the surviving corporation, the Option and any Stock Appreciation Right
shall terminate; but if a period of one year from the date of the
Agreement shall have expired, the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or
consolidation, to exercise the Option or any Stock Appreciation Right in
whole or in part to the extent it shall not have been exercised, without
regard to the installment provisions of Article 1 hereof but subject to
any other limitation contained herein or in the Agreement on the exercise
of the Option and any Stock Appreciation Right in effect on the date of
exercise. In the event of any other event affecting Stock, an appropriate
adjustment shall be made in the number and price of shares remaining
under, and other terms and provisions of, the Option and any Stock
Appreciation Right. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the
Committee in its sole discretion, and such determination shall be final
and shall be binding and conclusive for all purposes. Any such adjustment
may provide for the elimination of any fractional share which might
otherwise become subject to the
Option.
|
13.
|
Optionee
acknowledges and agrees that, in order for the Company to perform its
requirements under the Plan, the Company may process, for an indefinite
period of time, personal data about Optionee. Such data includes, but is
not limited to, the information provided in the Option grant materials and
any changes thereto, and other appropriate personal data about Optionee,
including information about Optionee's participation in the Plan and
options exercised under the Plan from time to time. Optionee also hereby
gives for an indefinite period of time Optionee's explicit consent to the
Company to collect, use, store and transfer any such personal data for use
in the United States of America or any other required location. The legal
persons for whom the personal data is intended include Ford and any of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and any other person that the Company may deem
appropriate in its administration of the Plan. Optionee has been informed
of Optionee's right to access and correct Optionee's personal data by
contacting Optionee's local Human Resources Representative. Optionee has
been informed of Optionee's right to withdraw at any time Optionee's
consent to the processing of personal data. Optionee has been informed
that the provision of personal data is voluntary. Optionee understands
that the transfer of the information outlined here is important to the
administration of the Plan. Optionee's consent is given freely and is
valid as long as it is needed for administration of the Plan or to comply
with applicable legal requirements. Optionee's failure to consent to the
Company's collection, use, storage and transfer of such personal data may
limit Optionee's right to participate in the Plan. For purposes of this
paragraph, the term "Company" shall be deemed to include Ford Motor
Company, Optionee's employer, and any other affiliate of Ford Motor
Company involved in the administration of the
Plan.
|
14.
|
Optionee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Optionee hereby waives any right to receive Plan
benefits in the event that the Plan is terminated or Optionee's right to
exercise the Option otherwise terminates under the terms of the Agreement.
Optionee further acknowledges that the Company's grant of the option to
Optionee is not an element of the Optionee's compensation and that the
option is awarded in the Company's discretion. Optionee further
acknowledges that receipt of the Option does not entitle Optionee to any
further grants of an Option in the future, and that the Company does not
guarantee that benefits under the Plan will have a particular value or be
granted to Optionee in the future.
|
15.
|
Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option or any Stock
Appreciation Right, and that the Company will not be obligated to issue
any shares or deliver any cash pursuant to the Agreement, if the exercise
of the Option or any Stock Appreciation Right or the issuance of such
shares or delivery of such cash would constitute a violation by the
Optionee or by the Company of any provisions of any law or regulation of
any governmental authority. Any determination of the Committee in this
connection shall be final and shall be binding and conclusive for all
purposes. The Company shall in no event be obligated to take any
affirmative action in order to cause the exercise of the Option or any
Stock Appreciation Right or the issuance of shares or delivery of cash
pursuant thereto to comply with any law or any regulation of any
governmental authority.
|
16.
|
Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to the Company
shall be addressed to:
|
17.
|
Whenever
the term Optionee is used in any provision of the Agreement or these terms
and conditions under circumstances such that the provision should
logically apply to any other person or persons designated as a beneficiary
pursuant to the provisions of Article 7 hereof, or to whom the Option and
any Stock Appreciation Right, in accordance with the provisions of Article
7 hereof, may be transferred, the term Optionee shall be deemed to include
such person or persons.
|
18.
|
The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
|
AUTHENTICATED
|
FORD
MOTOR COMPANY
|
as
of the above date
|
|
Optionee
|
|
Optionee
ID: __________
|
1.
|
The
Option may not be exercised prior to the date one year from the date of
the Stock Option Agreement of which these terms and conditions are a part
(the "Agreement"). Thereafter, the Option may be exercised in installments
as follows:
|
|
·
|
(a)
Beginning on the date one year from the date of the Agreement, the Option
may be exercised to the extent of 33% of the shares originally covered
thereby;
|
|
·
|
(b)
Beginning on the date two years from the date of the Agreement, the Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
|
|
·
|
(c)
Beginning on the date three years from the date of the Agreement, the
Option may be exercised to the extent of an additional 34% of the shares
originally covered thereby; and
|
|
·
|
(d)
To the extent not exercised, installments shall be cumulative and may be
exercised in whole or in part;
|
2.
|
The
Stock Appreciation Right, if any, granted by the Company to the Optionee
under the Agreement shall entitle the Optionee to receive, without payment
to the Company and as the Optionee may elect, either (a) that number of
shares of Stock determined by dividing (i) the total number of shares of
Stock subject to the Option (or the portion or portions thereof which the
Optionee from time to time elects to use for purposes of this clause (a)),
multiplied by the amount by which the fair market value of a share of
Stock on the day this right is exercised exceeds the option price set
forth in the Agreement (such amount being hereinafter referred to as the
"Spread"), by (ii) the fair market value of a share of Stock on the
exercise date; or (b) cash in an amount determined by multiplying (i) the
total number of shares of Stock subject to the Option (or the portion or
portions thereof which the Optionee from time to time elects to use for
purposes of this clause (b)), by (ii) the amount of the Spread; or (c) a
combination of shares of Stock and cash, in amounts determined as set
forth in clauses (a) and (b) above; all subject to the terms and
conditions set forth herein and any rules and regulations established by
the Committee pursuant to the Plan.
|
3.
|
Except
as provided in the immediately following two paragraphs, if, prior to the
date one year from the date of the Agreement, the Optionee's employment
with the Company shall be terminated by the Company, with or without
cause, or by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option and any Stock Appreciation Right
shall terminate on the date of such termination of employment and all
rights hereunder and under the Agreement shall
cease.
|
4.
|
Anything
contained herein or in the Agreement to the contrary notwithstanding, the
right of the Optionee to exercise the Option or any Stock Appreciation
Right following termination of the Optionee's employment with the Company
shall remain effective only if, during the entire period from the date of
the Optionee's termination to the date of such exercise, the Optionee
shall have earned out such right by (i) making himself or herself
available, upon request, at reasonable times and upon a reasonable basis,
to consult with, supply information to and otherwise cooperate with the
Company or any subsidiary thereof with respect to any matter that shall
have been handled by him or her or under his or her supervision while he
or she was in the employ of the Company or of any subsidiary thereof, and
(ii) refraining from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any
subsidiary thereof.
|
5.
|
Payment
for any shares of Stock purchased upon exercise of the Option shall be
made in full at the time of exercise. Such payment may be made in cash, by
wire, by delivery of shares of Stock beneficially owned by the Optionee or
by a combination of cash and Stock, at the election of the Optionee;
provided, however, that any shares of Stock so delivered shall have been
beneficially owned by the Optionee for a period of not less than six
months (or 12 months if the stock being surrendered was acquired through
the exercise of an ISO) prior to the date of such exercise. Any shares of
Stock so delivered shall be valued at their fair market value on the date
of such exercise.
|
6.
|
As
a condition of the granting of the Option, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement which shall
arise under or as a result of the Agreement or these terms and conditions
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee of
the Agreement or of these terms and conditions shall be final and shall be
binding and conclusive for all
purposes.
|
7.
|
Unless
the Committee determines otherwise neither the Option nor any Stock
Appreciation Right is transferable by the Optionee otherwise than by will
or the laws of descent and distribution, and, during the Optionee's
lifetime, is exercisable only by the Optionee or the Optionee's guardian
or legal representative. Once transferred by will or by the laws of
descent and distribution, neither the Option nor any Stock Appreciation
Right shall be further transferable. Any transferee of the Option and any
Stock Appreciation Right shall take the same subject to the terms and
conditions set forth herein. No such transfer of the Option shall be
effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the
terms and conditions set forth herein. No assignment or transfer of the
Option and any Stock Appreciation Right, or of the rights represented
thereby, other than as provided in this Article, shall vest in the
purported assignee or transferee any interest or right therein
whatsoever.
|
8.
|
The
Optionee, a beneficiary designated pursuant to Article 7 hereof or a
transferee of the Option or any Stock Appreciation Right shall have no
rights as a stockholder with respect to any share covered by the Option or
any Stock Appreciation Right until such person shall have become the
holder of record of such share, and, except as provided in Article 10
hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) or
distributions or other rights in respect of such share for which the
record date is prior to the date upon which such person shall become the
holder of record thereof.
|
9.
|
The
existence of the Option or any Stock Appreciation Right shall not affect
in any way the right or power of the Company or its stockholders to make
or authorize any adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock or
the rights thereof, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings whether of a similar character or
otherwise.
|
10.
|
The
shares covered by the Option and any Stock Appreciation Right are shares
of Stock as presently constituted, but if, and whenever, prior to the
delivery by the Company of all of the shares of Stock deliverable upon
exercise of the Option or any Stock Appreciation Right, the Company shall
effect the payment of a stock dividend on Stock payable in shares of
Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares remaining under
the Option or any Stock Appreciation Right shall be appropriately
adjusted. Such adjustment shall be made by the Committee, whose
determination as to what adjustment shall be made, and the extent thereof,
shall be final and shall be binding and conclusive for all purposes. Any
such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to the
Option.
|
11.
|
Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the Option or any Stock Appreciation
Right.
|
12.
|
After
any merger of one or more corporations into the Company, or after any
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, the Optionee shall, at no
additional cost, be entitled upon any exercise of the Option or any Stock
Appreciation Right to receive (subject to any required action by
stockholders), in lieu of the number of shares as to which the Option or
any Stock Appreciation Right shall then be so exercised, the number and
class of shares of stock or other securities to which the Optionee would
have been entitled pursuant to the terms of the agreement of merger or
consolidation if at the time of such merger or consolidation the Optionee
had been a holder of record of a number of shares of Stock equal to the
number of shares as to which such Option or any Stock Appreciation Right
shall then be so exercised. Comparable rights shall accrue to the Optionee
in the event of successive mergers or consolidations of the character
described above or in the event of any exercise of any Stock Appreciation
Right for cash following any such merger or consolidation. Anything
contained herein or in the Agreement to the contrary notwithstanding, upon
the dissolution or liquidation of the Company, or upon any merger or
consolidation in which the Company is not the surviving corporation, the
Option and any Stock Appreciation Right shall terminate; but if a period
of one year from the date of the Agreement shall have expired, the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or consolidation, to exercise the Option or any Stock
Appreciation Right in whole or in part to the extent it shall not have
been exercised, without regard to the installment provisions of Article 1
hereof but subject to any other limitation contained herein or in the
Agreement on the exercise of the Option and any Stock Appreciation Right
in effect on the date of exercise. In the event of any other event
affecting Stock, an appropriate adjustment shall be made in the number and
price of shares remaining under, and other terms and provisions of, the
Option and any Stock Appreciation Right. The foregoing adjustments and the
manner of application of the foregoing provisions shall be determined by
the Committee in its sole discretion, and such determination shall be
final and shall be binding and conclusive for all purposes. Any such
adjustment may provide for the elimination of any fractional share which
might otherwise become subject to the
Option.
|
13.
|
Optionee
acknowledges and agrees that, in order for the Company to perform its
requirements under the Plan, the Company may process, for an indefinite
period of time, personal data about Optionee. Such data includes, but is
not limited to, the information provided in the Option grant materials and
any changes thereto, and other appropriate personal data about Optionee,
including information about Optionee's participation in the Plan and
options exercised under the Plan from time to time. Optionee also hereby
gives for an indefinite period of time Optionee's explicit consent to the
Company to collect, use, store and transfer any such personal data for use
in the United States of America or any other required location. The legal
persons for whom the personal data is intended include Ford and any of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and any other person that the Company may deem
appropriate in its administration of the Plan. Optionee has been informed
of Optionee's right to access and correct Optionee's personal data by
contacting Optionee's local Human Resources Representative. Optionee has
been informed of Optionee's right to withdraw at any time Optionee's
consent to the processing of personal data. Optionee has been informed
that the provision of personal data is voluntary. Optionee understands
that the transfer of the information outlined here is important to the
administration of the Plan. Optionee's consent is given freely and is
valid as long as it is needed for administration of the Plan or to comply
with applicable legal requirements. Optionee's failure to consent to the
Company's collection, use, storage and transfer of such personal data may
limit Optionee's right to participate in the Plan. For purposes of this
paragraph, the term "Company" shall be deemed to include Ford Motor
Company, Optionee's employer, and any other affiliate of Ford Motor
Company involved in the administration of the
Plan
|
|
|
14.
|
Optionee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Optionee hereby waives any right to receive Plan
benefits in the event that the Plan is terminated or Optionee's right to
exercise the Option otherwise terminates under the terms of the Agreement.
Optionee further acknowledges that the Company's grant of the option to
Optionee is not an element of the Optionee's compensation and that the
option is awarded in the Company's discretion. Optionee further
acknowledges that receipt of the Option does not entitle Optionee to any
further grants of an Option in the future, and that the Company does not
guarantee that benefits under the Plan will have a particular value or be
granted to Optionee in the
future.
|
15.
|
Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option or any Stock
Appreciation Right, and that the Company will not be obligated to issue
any shares pursuant to the Agreement, if the exercise of the Option or any
Stock Appreciation Right or the issuance of such shares would constitute a
violation by the Optionee or by the Company of any provisions of any law
or regulation of any governmental authority. Any determination of the
Committee in this connection shall be final and shall be binding and
conclusive for all purposes. The Company shall in no event be obligated to
take any affirmative action in order to cause the exercise of the Option
or any Stock Appreciation Right or the issuance of shares pursuant thereto
to comply with any law or any regulation of any governmental
authority.
|
16.
|
Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to the Company
shall be addressed to:
|
|
Phone
No:
|
877-664-FORD
(3673) (U.S.); 212-615-7009 (Non
U.S.)
|
|
Fax
No.:
|
650-494-2561
|
17.
|
Whenever
the term "Optionee" is used in any provision of the Agreement or these
terms and conditions under circumstances such that the provision should
logically apply to any other person or persons designated as a beneficiary
pursuant to the provisions of Article 7 hereof, or to whom the Option and
any Stock Appreciation Right, in accordance with the provisions of Article
7 hereof, may be transferred, the term "Optionee" shall be deemed to
include such person or persons.
|
18.
|
The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
|
AUTHENTICATED
|
FORD
MOTOR COMPANY
|
as
of the above date
|
|
Optionee
|
|
Optionee
ID:_________
|
1.
|
The
Option may not be exercised prior to the date one year from the date of
the Stock Option Agreement of which these terms and conditions are a part
(the "Agreement"). Thereafter, the Option may be exercised in installments
as follows:
|
|
·
|
(a)
Beginning on the date one year from the date of the Agreement, the Option
may be exercised to the extent of 33% of the shares originally covered
thereby;
|
|
·
|
(b)
Beginning on the date two years from the date of the Agreement, the Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
|
|
·
|
(c)
Beginning on the date three years from the date of the Agreement, the
Option may be exercised to the extent of an additional 34% of the shares
originally covered thereby;
|
|
·
|
(d)
To the extent not exercised installments shall be cumulative and may be
exercised in whole or in part; and
|
2.
|
Except
as provided in the immediately following two paragraphs, if, prior to the
date one year from the date of the Agreement, the Optionee's employment
with the Company shall be terminated by the Company, with or without
cause, or by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option shall terminate on the date of
such termination of employment and all rights hereunder and under the
Agreement shall cease.
|
3.
|
Anything
contained herein or in the Agreement to the contrary notwithstanding, the
right of the Optionee to exercise the Option following termination of the
Optionee's employment with the Company shall remain effective only if,
during the entire period from the date of the Optionee's termination to
the date of such exercise, the Optionee shall have earned out such right
by (i) making himself or herself available, upon request, at reasonable
times and upon a reasonable basis, to consult with, supply information to
and otherwise cooperate with the Company or any subsidiary thereof with
respect to any matter that shall have been handled by him or her or under
his or her supervision while he or she was in the employ of the Company or
of any subsidiary thereof, and (ii) refraining from engaging in any
activity that is directly or indirectly in competition with any activity
of the Company or any subsidiary
thereof.
|
|
·
|
(1)
if the Optionee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the liability provisions of Section 16(b)
of the Exchange Act (any such Optionee being hereinafter called a "Section
16 Person"), such waiver may be granted by the Committee upon its
determination that in its sole judgment there shall not have been and will
not be any substantial adverse effect upon the Company or any subsidiary
thereof by reason of the nonfulfillment of such condition;
and
|
|
·
|
(2)
if the Optionee shall not at any time have been a Section 16 Person, such
waiver may be granted by the Committee (or any committee appointed by it
for the purpose) upon its determination that in its sole judgment there
shall not have been and will not be any such substantial adverse
effect.
|
4.
|
Payment
for any shares of Stock purchased upon exercise of the Option shall be
made in full at the time of exercise. Such payment must be made in
cash.
|
5.
|
As
a condition of the granting of the Option, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement which shall
arise under or as a result of the Agreement or these terms and conditions
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee of
the Agreement or of these terms and conditions shall be final and shall be
binding and conclusive for all
purposes.
|
6.
|
The
option is not transferable by the Optionee and, during the Optionee's
lifetime, the Option is exercisable only by the Optionee or the Optionee's
legal representative.
|
7.
|
The
Optionee, or the Optionee's legal representative shall have no rights as a
stockholder with respect to any share covered by the Option until such
person shall have become the holder of record of such share, and, except
as provided in Article 9 hereof, no adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash or securities or other
property) or distributions or other rights in respect of such share for
which the record date is prior to the date upon which such person shall
become the holder of record
thereof.
|
8.
|
The
existence of the Option shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceedings whether of a similar character or
otherwise.
|
9.
|
The
shares covered by the Option are shares of Stock as presently constituted,
but if, and whenever, prior to the delivery by the Company of all of the
shares of Stock deliverable upon exercise of the Option, the Company shall
effect the payment of a stock dividend on Stock payable in shares of
Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares remaining under
the Option shall be appropriately adjusted, provided that the adjustment
is permitted by paragraph 29, Schedule 9 of the Income and Corporation
Taxes Act 1988 and also provided that the adjustment will not be effective
until and unless it is approved by the Board of the Inland Revenue. Such
adjustment shall be made by the Committee, whose determination as to what
adjustment shall be made, and the extent thereof, shall be final and shall
be binding and conclusive for all purposes. Any such adjustment may
provide for the elimination of any fractional share which might otherwise
become subject to the Option.
|
10.
|
Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the Option.
|
11.
|
Subject
to Rule 6 of the United Kingdom Rules, after any merger of one or more
corporations into the Company, or after any consolidation of the Company
and one or more corporations in which the Company shall be the surviving
corporation, the Optionee shall, at no additional cost, be entitled upon
any exercise of the Option, to receive (subject to any required action by
stockholders), in lieu of the number of shares as to which the Option
shall then be so exercised, the number and class of shares of Stock or
other securities to which the Optionee would have been entitled pursuant
to the terms of the agreement of merger or consolidation if at the time of
such merger or consolidation the Optionee had been a holder of record of a
number of shares of Stock equal to the number of shares as to which such
Option shall then be so exercised. Comparable rights shall accrue to the
Optionee in the event of successive mergers or consolidations of the
character described above. Anything contained herein or in the Agreement
to the contrary notwithstanding, upon the dissolution or liquidation of
the Company, or upon any merger or consolidation in which the Company is
not the surviving corporation, the Option shall terminate; but if a period
of one year from the date of the Agreement shall have expired, the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or consolidation, to exercise the Option in whole or
in part to the extent it shall not have been exercised, without regard to
the installment provisions of Article 1 hereof but subject to any other
limitation contained herein or in the Agreement on the exercise of the
Option in effect on the date of exercise. In the event of any other event
affecting Stock, an appropriate adjustment shall be made in the number and
price of shares remaining under, and other terms and provisions of, the
Option. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion, and such determination shall be final and shall be binding and
conclusive for all purposes. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject
to the Option.
|
12.
|
Optionee
acknowledges and agrees that, in order for the Company to perform its
requirements under the Plan, the Company may process, for an indefinite
period of time, personal data about Optionee. Such data includes, but is
not limited to, the information provided in the Option grant materials and
any changes thereto, and other appropriate personal data about Optionee,
including information about Optionee's participation in the Plan and
options exercised under the Plan from time to time. Optionee also hereby
gives for an indefinite period of time Optionee's explicit consent to the
Company to collect, use, store and transfer any such personal data for use
in the United States of America or any other required location. The legal
persons for whom the personal data is intended include Ford and any of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and any other person that the Company may deem
appropriate in its administration of the Plan. Optionee has been informed
of Optionee's right to access and correct Optionee's personal data by
contacting Optionee's local Human Resources Representative. Optionee has
been informed of Optionee's right to withdraw at any time Optionee's
consent to the processing of personal data. Optionee has been informed
that the provision of personal data is voluntary. Optionee understands
that the transfer of the information outlined here is important to the
administration of the Plan. Optionee's consent is given freely and is
valid as long as it is needed for administration of the Plan or to comply
with applicable legal requirements. Optionee's failure to consent to the
Company's collection, use, storage and transfer of such personal data may
limit Optionee's right to participate in the Plan. For purposes of this
paragraph, the term "Company" shall be deemed to include Ford Motor
Company, Optionee's employer, and any other affiliate of Ford Motor
Company involved in the administration of the
Plan.
|
13.
|
Optionee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Optionee hereby waives any right to receive Plan
benefits in the event that the Plan is terminated or Optionee's right to
exercise the Option otherwise terminates under the terms of the Agreement.
Optionee further acknowledges that the Company's grant of the option to
Optionee is not an element of the Optionee's compensation and that the
option is awarded in the Company's discretion. Optionee further
acknowledges that receipt of the Option does not entitle Optionee to any
further grants of an Option in the future, and that the Company does not
guarantee that benefits under the Plan will have a particular value or be
granted to Optionee in the future.
|
14.
|
Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option, and that the
Company will not be obligated to issue any shares pursuant to the
Agreement, if the exercise of the Option or the issuance of such shares
would constitute a violation by the Optionee or by the Company of any
provisions of any law or regulation of any governmental authority. Any
determination of the Committee in this connection shall be final and shall
be binding and conclusive for all purposes. The Company shall in no event
be obligated to take any affirmative action in order to cause the exercise
of the Option or the issuance of shares pursuant thereto to comply with
any law or any regulation of any governmental
authority.
|
15.
|
Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to the Company
shall be addressed to:
|
16.
|
The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
|
17.
|
No
U.K. income tax will be payable on the grant of the Option. The Company
will, however, inform the U.K. Inland Revenue of the grant of the Option.
No U.K. income tax will be payable on the exercise of the Option, provided
that the scheme retains its U.K. Inland Revenue approved status
and:
|
|
·
|
(a)
the Option is exercised more than 3 years and not more than 10 years from
the date of grant; and
|
|
·
|
(b)
it is not exercised within 3 years of the date when the Optionee last
exercised a right obtained under any U.K. Inland Revenue approved
discretionary share option scheme (whether run by the Optionee's present
employer or any other company whatsoever) and in respect of which the
Optionee obtained relief from U.K. income tax. All Options exercised on
the same day count as one exercise for this
purpose.
|
AUTHENTICATED
|
FORD
MOTOR COMPANY
|
as
of the above date
|
|
Optionee
|
|
Optionee
ID: _______________
|
Regards,
|
|
[Name]
|
Attachment
|
1)
|
You
must remain an active employee for a period of six months following the
date of the grant. If you should terminate your employment
before the six month period expires, your grant will automatically be
forfeited.
|
2)
|
If
your employment should terminate for any reason other than death, you must
refrain from engaging in any activity that is directly or indirectly in
competition with any activity of the Company or any subsidiary
thereof. In the event of nonfulfillment of this condition, your
right to receive your Restricted Stock Award will be forfeited and
cancelled.
|
3)
|
Your
right to receive your Restricted Stock Award will terminate if it is
determined that you have acted in a manner inimical to the best interests
of the Company.
|
World
Headquarters, Room 538
|
|
One
American Road
|
|
Dearborn,
MI 48126-2798
|
|
[Date]
|
|
•
|
[Describe
applicable metrics]
|
PB-RSU
Opportunity:
|
[ ]
|
PB-RSU
Payout:
|
[ ]
|
RSU
Final Award:
|
] ]
of the original grant
|
World
Headquarters, Room 538
|
|
One
American Road
|
|
Dearborn,
MI 48126-2798
|
|
[Date]
|
Performance-Based
RSU value:
|
[ ]
|
Number
of Performance-Based RSUs:
|
[ ]
|
Stock
option value:
|
[ ]
|
Number
of stock options:
|
[ ]
|
|
•
|
[Describe
applicable metrics]
|
World
Headquarters, Room 538
|
|
One
American Road
|
|
Dearborn,
MI 48126-2798
|
|
[Date]
|
|
•
|
Total
shareholder return relative to the S&P
500
|
|
•
|
Total
cost performance
|
|
•
|
Global
market share
|
|
•
|
Customer
satisfaction as measured by Things Gone Wrong (TGW) at 3 months in
service
|
|
•
|
Launch
metrics
|
Original
Grant:
|
[ ]
|
Performance-Based
PSR payout:
|
[ ]%
of the original grant
|
PSR
Final Award:
|
[ ]
|
AUTHENTICATED
|
FORD
MOTOR COMPANY
|
____________________________
|
|
Grantee
|
|
Grantee
ID: _________________
|
1.
|
The
rights of Grantees with respect to the RSUs shall remain forfeitable at
all times prior to the date on which such rights become vested, and the
restrictions with respect to the Restricted Stock Units lapse, in
accordance with Articles 2, 3, or
4.
|
|
No
shares of Ford Common Stock ("Stock") shall be issued to Grantee prior to
the date on which the RSUs vest, and the restrictions with respect to the
RSUs lapse, in accordance with Articles 2, 3, or 4. Neither
this Article 1 nor any action taken pursuant to or in accordance with this
Article 1 shall be construed to create a trust of any
kind. After any RSUs vests pursuant to Articles 2, 3, or 4, the
Company shall promptly cause to be issued shares of Stock to an account
that will be set up in the Grantee's name with Smith Barney, Inc., or such
other administrator as the Company shall appoint, [unless such payment of
Stock is deferred in accordance with the terms and conditions of the
Company's non-qualified deferred compensation
plan].
|
2.
|
Subject
to the terms and conditions of any RSU Agreement, the Plan and the terms
and conditions set forth herein, the RSU Grant will vest according to the
terms specified in the Agreement.
|
3.
|
Except
as provided in the following two paragraphs, if, prior to the date six
months from the date of the RSU Agreement, the Grantee's employment with
the Company shall be terminated by the Company, with or without cause, or
by the act, death, incapacity or retirement of the Grantee, the RSU Grant
shall terminate on the date of such termination of employment and all
rights hereunder and under the RSU Agreement shall
cease.
|
4.
|
Anything
herein or in the RSU Agreement to the contrary notwithstanding, the
vesting of any unvested RSUs shall continue only if the Grantee satisfies
each of the following conditions: (i) makes himself or herself available,
upon request, at reasonable times and upon a reasonable basis, to consult
with, supply information to, and otherwise cooperate with the Company or
any subsidiary thereof with respect to any matter that shall have been
handled by him or her or under his or her supervision while he or she was
in the employ of the company or of any subsidiary thereof, and (ii) he or
she refrains from engaging in any activity that is directly or indirectly
in competition with any activity of the Company or any subsidiary
thereof.
|
|
In
the event of the Grantee's nonfulfillment of either condition set forth in
the immediately preceding paragraph, the Grantee will forfeit any unvested
of the RSUs; provided, however, that the nonfulfillment of such condition
may at any time (whether before, at the time of, or subsequent to
termination of his or her employment) be waived in the following
manner:
|
|
A.
|
if
the Grantee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the liability provisions of Section 16(b)
of the Exchange Act (any such Grantee being hereinafter called a "Section
16 Person"), such waiver may be granted by the Committee upon its
determination that in its sole judgment there shall not have been and will
not be any substantial adverse effect upon the Company or any subsidiary
thereof by reason of the nonfulfillment of such condition;
and
|
|
B.
|
if
the Grantee shall not at any time have been a Section 16 Person, such
waiver may be granted by the Committee (or any committee appointed by it
for the purpose) upon its determination that in its sole judgment there
shall not have been and will not be any such substantial adverse
effect.
|
5.
|
As
a condition of the granting of the RSU Grant, the Grantee and the
Grantee's successors and assignees agree that any dispute or disagreement
which shall arise under or as a result of the Agreement or these terms and
conditions shall be determined by the Committee in its sole discretion and
judgment and that any such determination and any interpretation by the
Committee of the Agreement or of these terms and conditions shall be final
and shall be binding and conclusive for all
purposes.
|
6.
|
Unless
the Committee determines otherwise, unvested RSUs shall not be
transferable by the Grantee otherwise than by will or the laws of descent
and distribution, and, during the Grantee's lifetime, unvested RSUs may
only vest in the Grantee or the Grantee's guardian or legal
representative. Once transferred by will or by the laws of
descent and distribution, any unvested RSU shall not be further
transferable. Any permitted transferee of an unvested RSU shall
take the same subject to the terms and conditions set forth
herein. No such transfer of any unvested RSU shall be effective
to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will and/or such other evidence
as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferees of the terms and conditions
set forth herein. No assignment or transfer of an unvested RSU,
or of the rights represented thereby, other than as provided in this
Article, shall vest in the purported assignee or transferee any interest
or right therein whatsoever.
|
7.
|
The
Grantee, a beneficiary designated pursuant to Article 6 hereof, or a
transferee of the unvested RSU shall have no rights as a stockholder with
respect to any share covered by an unvested RSU until such person have
become the holder of record of such share, and, except as provided in
Article 9 hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) or
distributions or other rights in respect of such share for which the
record date is prior to the date upon which such person shall become the
holder of record thereof.
|
8.
|
The
existence of the RSU shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceedings whether of a similar character or
otherwise.
|
9.
|
The
shares covered by an RSU are shares of Stock as presently constituted, but
if, and whenever, prior to the delivery by the Company of all of the
shares of Stock and/or cash deliverable upon the vesting of an RSU, the
Company shall effect the payment of a stock dividend on Stock payable in
shares of Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares under the RSU
shall be appropriately adjusted. Such adjustment shall be made
by the Committee, whose determination as to what adjustment shall be made,
and the extent thereof, shall be final and shall be binding and conclusive
for all purposes. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject
to the RSU.
|
10.
|
Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the RSU.
|
11.
|
After
any merger of one or more corporations into the Company, or after any
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, the Grantee shall, at no
additional cost, be entitled upon any vesting of a RSU, to receive
(subject to any required action by stockholders), in lieu of the number of
shares as to which the RSU shall then be so vested, the number and class
of shares of stock or other securities to which the Grantee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation if at the time of such merger or consolidation the Grantee
had been a holder of record of a number of shares of Stock equal to the
number of shares as to which such RSU shall then be so
vested. Comparable rights shall accrue to the Grantee in the
event of successive mergers or consolidations of the character described
above. Anything contained herein or in the Agreement to the
contrary notwithstanding, upon the dissolution or liquidation of the
Company, or upon any merger or consolidation in which the Company is not
the surviving corporation, the unvested RSU shall terminate; but if a
period of six months from the date of the Agreement shall have expired,
immediately prior to such dissolution, liquidation, merger or
consolidation, the RSU shall convert to shares of Stock, without regard to
the installment provisions of Article 2 hereof but subject to any other
limitation contained herein or in the Agreement on the vesting of the RSU
in effect on the date of conversion. In the event of any other
event affecting Stock, an appropriate adjustment shall be made in the
number and price of shares remaining under, and other terms and provisions
of, the RSU. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the
Committee in its sole discretion, and such determination shall be final
and shall be binding and conclusive for all purposes. Any such
adjustment may provide for the elimination of any fractional share which
might otherwise become subject to the
RSU.
|
12.
|
Grantee acknowledges and agrees
that, in order for the Company to perform its requirements under the Plan,
and to calculate any tax liability that Grantee may have relating to the
RSU Grant, the Company may process, for an indefinite period of time
personal data about Grantee. Such data includes, but is not
limited to, the information provided in the grant materials and any
changes thereto, and other appropriate personal data about Grantee,
including information about Grantee's participation in the Plan, grants
under the Plan, and Grantee's individual tax rate, income, and/or other
information used in determining Grantee's applicable tax rate from time to
time. Grantee also hereby gives for an indefinite period of
time explicit consent to the Company to collect, use, store and transfer
any such personal data for use in the United Stats of America or any other
required location. The legal persons for whom the personal data
is intended include the Company and any of its subsidiaries, the outside
Plan or program administrator(s) as selected by the Company form time to
time, the Company's independent registered public accounting firm, and any
other person that the Company may deem appropriate in its administration
of the Plan. Grantee agrees that she or she has been informed
that the provision of personal data is voluntary. Grantee
understands that the transfer of the information outlined here is
important to the administration of the Plan. Grantee's consent
is given freely and is valid as long as it is needed for the
administration of the Plan or to comply with applicable legal
requirements. Grantee's failure to consent to the Company's
collection, use, storage and transfer of such personal data may limit
Grantee's right to participate in the Plan. For purposes of
this paragraph, the term "Company" shall be deemed to include Ford Motor
Company, my employer, and any other affiliate of Ford Motor Company
involved in the administration of the
Plan.
|
13.
|
Grantee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Grantee hereby waives any right to receive Plan benefits
in the event that the Plan is terminated or Grantee's right to receive
shares of Stock from any unvested RSUs otherwise terminates under the
terms of the Agreement. Grantee further acknowledges that the
Company's grant of the RSUs to the Grantee is not an element of the
Grantee's compensation and that the RSU is awarded in the Company's
discretion. The value of the RSU Grant shall not be included as
compensation, earnings, salaries, or other similar terms used when
calculating the Grantee's benefits under any employee benefit plan
sponsored by the Company except as such plan otherwise expressly
provides. Grantee further acknowledges that receipt of the RSU
does not entitle Grantee to any further grants of RSUs in the future, and
that the Company does not guarantee that benefits under the Plan will have
a particular value or be granted to Grantee in the
future.
|
14.
|
Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Company will not be obligated to issue any shares or
deliver any cash pursuant to the Agreement if issuance of such shares or
delivery of such cash would constitute a violation by the Grantee or by
the Company of any provisions of any law or regulation of any governmental
authority. Any determination of the Committee in this
connection shall be final and shall be binding and conclusive for all
purposes. The Company shall in no event be obligated to take
any affirmative action in order to cause the issuance of shares or
delivery of cash pursuant to the vesting of any RSU to comply with any law
or any regulation of any governmental
authority.
|
15.
|
Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to
the Company shall be addressed to:
|
16.
|
Whenever
the term Grantee is used in any provision of the Agreement or these terms
and conditions under circumstances such that the provision should
logically apply to any other person or persons designated as a beneficiary
pursuant to the provisions of Article 6 hereof, or to whom the RSU, in
accordance with the provisions of Article 7 hereof, may be transferred,
the term Grantee shall be deemed to include such person or
persons.
|
17.
|
The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
|
AUTHENTICATED
|
FORD
MOTOR COMPANY
|
____________________________
|
|
Grantee
|
|
Grantee
ID: _________________
|
1.
|
The
rights of Grantees with respect to the RSUs shall remain forfeitable at
all times prior to the date on which such rights become vested, and the
restrictions with respect to the Restricted Stock Units lapse, in
accordance with Articles 2, 3, or
4.
|
2.
|
Subject
to the terms and conditions of any RSU Agreement, the Plan and the terms
and conditions set forth herein, the Company hereby grants to the RSU
Grant will vest according to the terms specified in the
Agreement.
|
3.
|
If
the Grantee's employment with the Company shall be terminated at any time
by reason of discharge, release in the best interest of the Company,
release under mutually satisfactory conditions, termination under a
voluntary or involuntary Company separation program or career transition
program, voluntary quit, or retirement without the approval of the
Company, prior to the vesting of all or any portion of the RSU Grant, the
Grantee shall forfeit the unvested portion of such RSU
Grant.
|
4.
|
Anything
herein or in the RSU Agreement to the contrary notwithstanding, the
vesting of any unvested RSUs shall continue only if the Grantee satisfies
each of the following conditions: (i) makes himself or herself available,
upon request, at reasonable times and upon a reasonable basis, to consult
with, supply information to, and otherwise cooperate with the Company or
any subsidiary thereof with respect to any matter that shall have been
handled by him or her or under his or her supervision while he or she was
in the employ of the company or of any subsidiary thereof, and (ii) he or
she refrains from engaging in any activity that is directly or indirectly
in competition with any activity of the Company or any subsidiary
thereof.
|
|
In
the event of the Grantee's nonfulfillment of either condition set forth in
the immediately preceding paragraph, the Grantee will forfeit any unvested
of the RSUs; provided, however, that the nonfulfillment of such condition
may at any time (whether before, at the time of, or subsequent to
termination of his or her employment) be waived in the following
manner:
|
|
A.
|
if
the Grantee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the liability provisions of Section 16(b)
of the Exchange Act (any such Grantee being hereinafter called a "Section
16 Person"), such waiver may be granted by the Committee upon its
determination that in its sole judgment there shall not have been and will
not be any substantial adverse effect upon the Company or any subsidiary
thereof by reason of the nonfulfillment of such condition;
and
|
|
B.
|
if
the Grantee shall not at any time have been a Section 16 Person, such
waiver may be granted by the Committee (or any committee appointed by it
for the purpose) upon its determination that in its sole judgment there
shall not have been and will not be any such substantial adverse
effect.
|
5.
|
As
a condition of the granting of the RSU Grant, the Grantee and the
Grantee's successors and assignees agree that any dispute or disagreement
which shall arise under or as a result of the Agreement or these terms and
conditions shall be determined by the Committee in its sole discretion and
judgment and that any such determination and any interpretation by the
Committee of the Agreement or of these terms and conditions shall be final
and shall be binding and conclusive for all
purposes.
|
6.
|
Unless
the Committee determines otherwise, unvested RSUs shall not be
transferable by the Grantee otherwise than by will or the laws of descent
and distribution, and, during the Grantee's lifetime, unvested RSUs may
only vest in the Grantee or the Grantee's guardian or legal
representative. Once transferred by will or by the laws of
descent and distribution, any unvested RSU shall not be further
transferable. Any permitted transferee of an unvested RSU shall
take the same subject to the terms and conditions set forth
herein. No such transfer of any unvested RSU shall be effective
to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will and/or such other evidence
as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferees of the terms and conditions
set forth herein. No assignment or transfer of an unvested RSU,
or of the rights represented thereby, other than as provided in this
Article, shall vest in the purported assignee or transferee any interest
or right therein whatsoever.
|
7.
|
The
Grantee, a beneficiary designated pursuant to Article 6 hereof, or a
transferee of the unvested RSU shall have no rights as a stockholder with
respect to any share covered by an unvested RSU until such person have
become the holder of record of such share, and, except as provided in
Article 9 hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) or
distributions or other rights in respect of such share for which the
record date is prior to the date upon which such person shall become the
holder of record thereof.
|
8.
|
The
existence of the RSU shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceedings whether of a similar character or
otherwise.
|
9.
|
The
shares covered by an RSU are shares of Stock as presently constituted, but
if, and whenever, prior to the delivery by the Company of all of the
shares of Stock and/or cash deliverable upon the vesting of an RSU, the
Company shall effect the payment of a stock dividend on Stock payable in
shares of Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares under the RSU
shall be appropriately adjusted. Such adjustment shall be made
by the Committee, whose determination as to what adjustment shall be made,
and the extent thereof, shall be final and shall be binding and conclusive
for all purposes. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject
to the RSU.
|
10.
|
Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the RSU.
|
11.
|
After
any merger of one or more corporations into the Company, or after any
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, the Grantee shall, at no
additional cost, be entitled upon any vesting of a RSU, to receive
(subject to any required action by stockholders), in lieu of the number of
shares as to which the RSU shall then be so vested, the number and class
of shares of stock or other securities to which the Grantee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation if at the time of such merger or consolidation the Grantee
had been a holder of record of a number of shares of Stock equal to the
number of shares as to which such RSU shall then be so
vested. Comparable rights shall accrue to the Grantee in the
event of successive mergers or consolidations of the character described
above. Anything contained herein or in the Agreement to the
contrary notwithstanding, upon the dissolution or liquidation of the
Company, or upon any merger or consolidation in which the Company is not
the surviving corporation, the unvested RSU shall terminate; but if a
period of six months from the date of the Agreement shall have expired,
immediately prior to such dissolution, liquidation, merger or
consolidation, the RSU shall convert to shares of Stock, without regard to
the installment provisions of Article 2 hereof but subject to any other
limitation contained herein or in the Agreement on the vesting of the RSU
in effect on the date of conversion. In the event of any other
event affecting Stock, an appropriate adjustment shall be made in the
number and price of shares remaining under, and other terms and provisions
of, the RSU. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the
Committee in its sole discretion, and such determination shall be final
and shall be binding and conclusive for all purposes. Any such
adjustment may provide for the elimination of any fractional share which
might otherwise become subject to the
RSU.
|
12.
|
Grantee acknowledges and agrees
that, in order for the Company to perform its requirements under the Plan,
and to calculate any tax liability that Grantee may have relating to the
RSU Grant, the Company may process, for an indefinite period of time
personal data about Grantee. Such data includes, but is not
limited to, the information provided in the grant materials and any
changes thereto, and other appropriate personal data about Grantee,
including information about Grantee's participation in the Plan, grants
under the Plan, and Grantee's individual tax rate, income, and/or other
information used in determining Grantee's applicable tax rate from time to
time. Grantee also hereby gives for an indefinite period of
time explicit consent to the Company to collect, use, store and transfer
any such personal data for use in the United Stats of America or any other
required location. The legal persons for whom the personal data
is intended include the Company and any of its subsidiaries, the outside
Plan or program administrator(s) as selected by the Company form time to
time, the Company's independent registered public accounting firm, and any
other person that the Company may deem appropriate in its administration
of the Plan. Grantee agrees that she or she has been informed
that the provision of personal data is voluntary. Grantee
understands that the transfer of the information outlined here is
important to the administration of the Plan. Grantee's consent
is given freely and is valid as long as it is needed for the
administration of the Plan or to comply with applicable legal
requirements. Grantee's failure to consent to the Company's
collection, use, storage and transfer of such personal data may limit
Grantee's right to participate in the Plan. For purposes of
this paragraph, the term "Company" shall be deemed to include Ford Motor
Company, my employer, and any other affiliate of Ford Motor Company
involved in the administration of the
Plan.
|
13.
|
Grantee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Grantee hereby waives any right to receive Plan benefits
in the event that the Plan is terminated or Grantee's right to receive
shares of Stock from any unvested RSUs otherwise terminates under the
terms of the Agreement. Grantee further acknowledges that the
Company's grant of the RSUs to the Grantee is not an element of the
Grantee's compensation and that the RSU is awarded in the Company's
discretion. The value of the RSU Grant shall not be included as
compensation, earnings, salaries, or other similar terms used when
calculating the Grantee's benefits under any employee benefit plan
sponsored by the Company except as such plan otherwise expressly
provides. Grantee further acknowledges that receipt of the RSU
does not entitle Grantee to any further grants of RSUs in the future, and
that the Company does not guarantee that benefits under the Plan will have
a particular value or be granted to Grantee in the
future.
|
14.
|
Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Company will not be obligated to issue any shares or
deliver any cash pursuant to the Agreement if issuance of such shares or
delivery of such cash would constitute a violation by the Grantee or by
the Company of any provisions of any law or regulation of any governmental
authority. Any determination of the Committee in this
connection shall be final and shall be binding and conclusive for all
purposes. The Company shall in no event be obligated to take
any affirmative action in order to cause the issuance of shares or
delivery of cash pursuant to the vesting of any RSU to comply with any law
or any regulation of any governmental
authority.
|
15.
|
Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to
the Company shall be addressed to:
|
16.
|
Whenever
the term Grantee is used in any provision of the Agreement or these terms
and conditions under circumstances such that the provision should
logically apply to any other person or persons designated as a beneficiary
pursuant to the provisions of Article 6 hereof, or to whom the RSU, in
accordance with the provisions of Article 7 hereof, may be transferred,
the term Grantee shall be deemed to include such person or
persons.
|
17.
|
The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
|
Alan
R. Mulally
|
World
Headquarters
|
President
and Chief Executive Officer
|
One
American Road
|
Dearborn,
MI 48126-2701 USA
|
|
[Date]
|
To:
|
[Name]
|
Subject:
|
Incentive
Grant Opportunity
|
Time-Based
RSU value:
|
[ ]
|
Number
of Time-Based RSUs*:
|
[ ]
|
To:
|
[Name]
|
Subject:
|
Enhanced
Grant Opportunity – [2007/2008/2009] Performance-Based RSU Final
Award
|
[Year]
PB-RSU Enhanced Grant Opportunity:
|
[ ]
|
[Year]
PB-RSU Enhanced Grant Payout:
|
[ ]
|
[Year]
RSU Final Award:
|
[ ] XXX
of the original grant
|
Felicia
J. Fields
|
|
Group
Vice President
|
|
Human
Resources &
Corporate
Services
|
To:
|
William
Clay Ford, Jr.
|
Subject:
|
Amended
and Restated Letter of
Understanding
|
Element
|
Treatment
|
|
Base
Salary
|
o
|
Will
be paid in a single lump sum payment retroactively to January 1, 2008 if
the Committee determines the conditions for payment have been
met
|
o
|
Thereafter,
would be paid monthly according to usual business/payroll
practices
|
|
AICP
– Target Award
|
o
|
Actual
award will be based on the Committee's determination of Company and
individual performance if the Committee determines the conditions for
payment have been met
|
Stock
Option Grant
|
o
|
The
grant will be made if the Committee determines the conditions for payment
have been met
|
o
|
Exercise
price of the grant will be determined as the Fair Market Value (FMV) on
the date of the grant as determined by the Committee
|
|
o
|
The
grant will be subject to the normal 3 year vesting schedule and will have
a 10 year term commencing on the grant date
|
|
o
|
The
grant will be subject to all other terms and conditions as specified by
the Long-Term Incentive
Plan
|
Performance-based
Restricted Stock Unit Grant Opportunity
|
o
|
Final
Award will be based on the Committee-approved performance metrics used for
all Officer PB-RSU grants
|
o
|
The
final award of RSUs will be made if the Committee determines the
conditions for payment have been met
|
|
o
|
The
final award will be subject to the normal 2 year restriction
period
|
|
o
|
The
grant will be subject to all other terms and conditions as specified by
the Long-Term Incentive
Plan
|
·
|
The
Committee will determine, in accordance with its standard practices,
whether the payment conditions have been met for any particular calendar
year as soon as feasible in the following calendar year. If the
Committee determines that the payment conditions have been met for a
particular calendar year, final payment, award and/or grant under this
Letter of Understanding will occur in the calendar year in which the
Committee makes such determination.
|
·
|
In
the event you incur disability or die prior to receiving any final
payment, award, or grant, under this Letter of Understanding, regardless
of whether such disability or death occurs prior to or after a
determination by the Committee that the payment conditions have been met,
any final payment, award and/or grant under this Letter of Understanding
shall be made to you or your estate, as applicable, in the calendar year
in which the Committee determines that the payment conditions have been
met. For these purposes, disability means that you are unable
to engage in any substantial gainful activity as a result of any medically
determinable physical or mental impairment that is expected to result in
death or to last continuously for no less than twelve
months.
|
Acknowledge:
|
/s/
William Clay Ford, Jr.
|
|
William
Clay Ford, Jr.
|
||
Date:
|
February 24, 2009
|
Employment
Offer Letter and Agreement Amendments
Alan
Mulally
Effective
as of December 31,
2008
|
·
|
Section
409A of the Internal Revenue Code Section of 1986, as amended ("Code"),
regulates the provision of nonqualified deferred compensation to
employees.
|
·
|
Code
Section 409A requires that all agreements providing for nonqualified
deferred compensation be amended to comply with its requirements no later
than December 31, 2008.
|
·
|
The
amendments described herein are intended to ensure that the terms of Mr.
Mulally's employment offer letter and agreement comply with Code Section
409A.
|
1.
|
Last
sentence of the second bullet point regarding the hiring bonus of
$7,500,000 is amended to read as follows: "You may elect to
defer this payment, in whole or in part, into the Deferred Compensation
Plan, provided you make your deferral election prior to the date on which
the Board of Directors approves this agreement or within 30 days of your
acceptance of this offer, whichever comes
first."
|
2.
|
Last
sentence of the third bullet point regarding the additional lump sum
payment of $11,000,000 is amended to read as follows: "You may
also elect to defer this amount into the Deferred Compensation Plan,
provided you make your deferral election prior to the date on which the
Board of Directors approves this agreement or within 30 days of your
acceptance of this offer, whichever comes
first."
|
3.
|
The
following sentence of the sixth bullet point regarding the grant of
600,000 Restricted Stock Units is hereby deleted in its
entirety: "These payments could be deferred into the Deferred
Compensation Plan if you make the election to defer in the year prior to
the restrictions being lifted."
|
4.
|
The
following shall be added as the second sentence of the seventh bullet
point regarding severance payments: "Any such payments or
changes in vesting requirements shall be made on or after the first day of
the seventh month following your termination of employment, but in no
event later than the December 31st following the first day of such seventh
month."
|
5.
|
The
following shall be added to the end of the eighth bullet point regarding
temporary housing and relocation: "Reimbursements for temporary
living costs will be made (i) not later than March 15th of the year
following the year in which the expense is incurred, and (ii) only for
expenses incurred in a year in which you are employed by the
Company."
|
6.
|
The
following shall be added to the end of the ninth bullet point regarding
corporate aircraft usage: "Corporate aircraft usage by you or
your family members in one year shall not affect usage in any subsequent
year. Your right to use the corporate aircraft is not subject
to liquidation or exchange. Personal use of the aircraft will
be limited to the period during which you remain employed by Ford in the
capacity of President and Chief Executive
Officer."
|
7.
|
The
following shall be added as a final bullet
point: "Notwithstanding anything contained in this agreement to
the contrary, for purposes of determining the timing of payments under
this agreement upon termination of employment, as defined for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended (Code), you
will be treated as if you were a 'Specified Employee' under Code Section
409A at the time of termination. Consequently, no payment of
deferred compensation as defined under Code Section 409A shall be made
pursuant to this agreement upon termination of employment (other than as a
result of death) prior to the first day of the seventh month following
such termination of employment."
|
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Earnings
|
||||||||||||||||||||
Income/(Loss)
before income taxes and cumulative effects of changes in accounting
principles (b)
|
$ | (14,404 | ) | $ | (3,746 | ) | $ | (15,074 | ) | $ | 1,054 | $ | 4,087 | |||||||
Less:
Equity in net (income)/loss of affiliates included in income before income
taxes
|
(177 | ) | (412 | ) | (426 | ) | (303 | ) | (240 | ) | ||||||||||
Adjusted
income/(loss)
|
(14,581 | ) | (4,158 | ) | (15,500 | ) | 751 | 3,847 | ||||||||||||
Adjusted
fixed charges (c)
|
10,280 | 11,538 | 9,321 | 9,091 | 9,136 | |||||||||||||||
Earnings/(Losses)
|
$ | (4,301 | ) | $ | 7,380 | $ | (6,179 | ) | $ | 9,842 | $ | 12,983 | ||||||||
Combined
Fixed Charges
|
||||||||||||||||||||
Interest
expense (d)
|
$ | 9,736 | $ | 10,978 | $ | 8,841 | $ | 8,484 | $ | 8,528 | ||||||||||
Interest
portion of rental expense (e)
|
325 | 348 | 329 | 514 | 565 | |||||||||||||||
Total
combined fixed charges
|
$ | 10,061 | $ | 11,326 | $ | 9,170 | $ | 8,998 | $ | 9,093 | ||||||||||
Ratios
|
||||||||||||||||||||
Ratio
of earnings to fixed charges
|
(f)
|
(f)
|
(f)
|
1.1 | 1.4 | |||||||||||||||
Ratio
of earnings to combined fixed charges
|
(f)
|
(f)
|
(f)
|
1.1 | 1.4 |
(a)
|
Discontinued
operations are excluded from all amounts. There were no
preferred stock dividends in the periods
displayed.
|
(b)
|
Income/(Loss)
before taxes includes equity income from unconsolidated
subsidiaries.
|
(c)
|
Combined
fixed charges, as shown above, adjusted to exclude capitalized interest,
and to include dividends from unconsolidated subsidiaries as well as
amo
rtization
of capitalized interest. (Capitalized interest (in millions):
2008 — $53; 2007 — $51; 2006 — $58; 2005 — $67; 2004 —
$57)
|
(d)
|
Includes
interest, as defined on our income statement, plus capitalized
interest.
|
(e)
|
One-third
of all rental expense is deemed to be
interest.
|
(f)
|
Earnings/(Losses)
for 2008, 2007, and 2006 were inadequate to cover combined fixed charges
by $14.4 billion, $3.9 billion and $15.4 billion,
respectively.
|
SUBSIDIARIES OF
FORD
MOTOR
COMPANY AS OF
FEBRUARY 20,
2009
*
|
||
ORGANIZATION
|
JURISDICTION
|
|
3000
Schaefer Road Company
|
Michigan,
U.S.A.
|
|
AutoAlliance
International, Inc.
|
Delaware,
U.S.A.
|
|
Ford
Capital B.V.
|
The
Netherlands
|
|
Ford
Motor Company (Belgium) N.V.
|
Belgium
|
|
Ford
Motor Company A/S
|
Denmark
|
|
Ford
Nederland B.V.
|
The
Netherlands
|
|
Ford
Polska Sp. z.o.o.
|
Poland
|
|
Ford
Espana S.L.
|
Spain
|
|
Ford
Italia S.p.A.
|
Italy
|
|
Groupe
FMC France SAS
|
France
|
|
FMC
Automobiles SAS
|
France
|
|
Ford
European Holdings LLC
|
Delaware,
U.S.A.
|
|
Ford
Deutschland Holding GmbH
|
Germany
|
|
Ford-Werke
GmbH
|
Germany
|
|
Ford
Motor Company (Austria) GmbH
|
Austria
|
|
Volvo
Car Germany GmbH
|
Germany
|
|
Ford
Lusitana S.A.
|
Portugal
|
|
Ford
Global Technologies, LLC
|
Delaware,
U.S.A.
|
|
Ford
Motor Company Brasil Ltda.
|
Brazil
|
|
Ford
Holdings LLC
|
Delaware,
U.S.A.
|
|
Ford
Motor Credit Company LLC
|
Delaware,
U.S.A.
|
|
CAB
East Holdings, LLC
|
Delaware,
U.S.A.
|
|
CAB
East LLC
|
Delaware,
U.S.A.
|
|
CAB
West Holdings Corporation
|
Delaware,
U.S.A.
|
|
CAB
West LLC
|
Delaware,
U.S.A.
|
|
FCA
Holdings Inc.
|
Delaware,
U.S.A.
|
|
FCA
Holdings Limited
|
Australia
|
|
FCALM
Holdings Corporation
|
Delaware,
U.S.A.
|
|
FCALM,
LLC
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Lease Two LLC
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Lease Trust 2007-2
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Lease Trust 2007-3
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Lease Trust 2008-2
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Receivables Three, LLC
|
Delaware,
U.S.A.
|
|
FCAR
Owner Trust
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Receivables Two LLC
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2006-B
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2006-C
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2007-A
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2007-B
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2008-A
|
Delaware,
U.S.A.
|
|
Ford
Credit Auto Owner Trust 2008-C
|
Delaware,
U.S.A.
|
|
Ford
Credit CP Auto Receivables LLC
|
Delaware,
U.S.A.
|
|
Ford
Credit International, Inc.
|
Delaware,
U.S.A.
|
|
FCE
Bank plc
|
England
|
|
Globaldrive
(Italy) IV S.r.L.
|
Italy
|
|
Globaldrive
Dealer Floorplan BV
|
The
Netherlands
|
|
Globaldrive
Spain VFN 1
|
The
Netherlands
|
|
Globaldrive
UK Dealer Floorplan Funding I Limited
|
Jersey
|
|
Ford
Credit Canada Limited
|
Canada
|
|
Canadian
Road Leasing Company
|
Canada
|
|
Ford
Auto Securitization Trust 2007-L1
|
Canada
|
|
Ford
Credit de Mexico S.A. de C.V.
|
Mexico
|
SUBSIDIARIES
(Continued)
|
|
ORGANIZATION
|
JURISDICTION
|
Ford
Holdings LLC
(continued)
|
|
Ford
Motor Credit Company LLC
(continued)
|
|
Ford
Credit Floorplan Corporation
|
Delaware,
U.S.A.
|
Ford
Credit Floorplan, LLC
|
Delaware,
U.S.A.
|
Ford
Credit Floorplan Master Owner Trust A
|
Delaware,
U.S.A.
|
Ford
Motor Land Development Corporation
|
Delaware,
U.S.A.
|
Ford
India Private Limited
|
India
|
Ford
International Capital LLC
|
Delaware,
U.S.A.
|
Ford
Automotive Holdings
|
England
|
Blue
Oval Holdings
|
England
|
Ford
International Liquidity Management Limited
|
England
|
Ford
Motor Company Limited
|
England
|
Ford
Retail Group Limited
|
England
|
Henry
Ford & Son Limited
|
Ireland
|
Ford
Mexico Holdings, Inc.
|
Delaware,
U.S.A.
|
Grupo
Ford S. de R.L. de C.V.
|
Mexico
|
Ford
Motor Company, S.A. de C.V.
|
Mexico
|
Ford
Motor Company (Switzerland) S.A.
|
Switzerland
|
Ford
Motor Company Capital Trust II
|
Delaware,
U.S.A.
|
Ford
Motor Company of Canada, Limited
|
Ontario,
Canada
|
FLH
Holding, Inc.
|
Ontario,
Canada
|
Ford
Lio Ho Motor Company Ltd.
|
Taiwan
|
Ford
Motor Company of Australia Limited
|
Australia
|
Ford
Motor Company of Southern Africa (Pty) Limited
|
South
Africa
|
Ford
Motor Company s.r.o.
|
Czech Republic
|
Ford
Motor Company ZAO
|
Russia
|
Ford
Motor Service Company
|
Michigan,
U.S.A.
|
Gentle
Winds Reinsurance, Ltd.
|
Cayman
Islands
|
Ford
Otomotiv Sanayi Anonim Sirketi
|
Turkey
|
Ford
South America Holdings, LLC
|
Delaware,
U.S.A.
|
Ford
Argentina S.C.A.
|
Argentina
|
Ford
Super Enhanced Investment Partnership
|
Michigan,
U.S.A.
|
Ford
Trading Company, LLC
|
Delaware,
U.S.A.
|
Ford
Motor de Venezuela, S.A.
|
Venezuela
|
Ford
- UAW Holdings LLC
|
Delaware,
U.S.A.
|
Volvo
Holding Company Inc.
|
Delaware,
U.S.A.
|
Ford
VHC AB
|
Sweden
|
Volvo
Personvagnar Holding AB
|
Sweden
|
Volvo
Personvagnar AB
|
Sweden
|
SNEBE
Holding B.V.
|
The
Netherlands
|
Volvo
Cars NV
|
Belgium
|
Volvo
Auto Italia SpA
|
Italy
|
Volvo
Car UK Limited
|
England
|
Volvo
Personbilar Sverige Aktiebolag
|
Sweden
|
Volvo
Personvagnar Norden Aktiebolag
|
Sweden
|
Volvo
Bil i Göteborg AB
|
Sweden
|
Transcon
Insurance Limited
|
Bermuda
|
Volvo
Cars of North America, LLC
|
Delaware,
U.S.A.
|
285
Other U.S. Subsidiaries
|
|
307
Other Non-U.S. Subsidiaries
|
Re:
|
Ford
Motor Company Registration Statements Nos. 33-39402, 33-54348,
33-55847, 33-62227, 333-02735, 333-20725, 333-31466, 333-46295, 333-47733,
333-56660, 333-57596, 333-58697, 333-65703, 333-71380, 333-74313,
333-85138, 333-87619, 333-104063, 333-113584, 333-123251, 333-138819,
333-138821, 333-149453, 333-149456, 333-153815, 333-153816, 333-156630 and
333-156631
on
Form S-8 and Nos. 333-75214, 333-139149, and 333-151355 on Form
S-3.
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/s/ Peter J. Sherry, Jr.
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Peter
J. Sherry, Jr.
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Secretary
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/s/
William Clay Ford, Jr.
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(William
Clay Ford, Jr.)
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/s/
Stephen G. Butler
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(Stephen
G. Butler)
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/s/
Kimberly A. Casiano
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(Kimberly
A. Casiano)
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/s/
Edsel B. Ford II
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(Edsel
B. Ford II)
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/s/
Irvine O. Hockaday, Jr.
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(Irvine
O. Hockaday, Jr.)
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/s/
Richard A. Manoogian
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(Richard
A. Manoogian)
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/s/
Ellen R. Marram
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(Ellen
R. Marram)
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/s/
Alan Mulally
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(Alan
Mulally)
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/s/
Homer A. Neal
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(Homer
A. Neal)
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/s/
Gerald L. Shaheen
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(Gerald
L. Shaheen)
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/s/
John L. Thornton
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(John
L. Thornton)
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/s/
Lewis Booth
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(L.W.K.
Booth)
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/s/
Peter J. Daniel
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(Peter
J. Daniel)
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1.
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I
have reviewed this Annual Report on Form 10-K for the year ended December
31, 2008 of Ford Motor Company;
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2.
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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;
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3.
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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;
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4.
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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:
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5.
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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):
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Dated: February
26, 2009
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/s/
Alan Mulally
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Alan
Mulally
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President
and Chief Executive Officer
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1.
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I
have reviewed this Annual Report on Form 10-K for the year ended December
31, 2008 of Ford Motor Company;
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2.
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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;
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3.
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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;
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4.
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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:
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5.
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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):
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Dated: February
26, 2009
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/s/
Lewis Booth
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L.W.K.
Booth
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Executive
Vice President and
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Chief
Financial Officer
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1.
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the
Company's Annual Report on Form 10-K for the year ended December 31, 2008,
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
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2.
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the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Dated:
February 26, 2009
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/s/
Alan Mulally
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Alan
Mulally
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President
and Chief Executive Officer
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1.
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the
Company's Annual Report on Form 10-K for the year ended December 31, 2008,
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
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2.
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the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Dated: February
26, 2009
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/s/
Lewis Booth
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L.W.K.
Booth
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Executive
Vice President and
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Chief
Financial Officer
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