UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
- --- EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 For the transition period from to .
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Commission file number 1-3950
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FORD MOTOR COMPANY
------------------
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 38-0549190
------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One American Road, Dearborn, Michigan 48126
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
313-322-3000
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Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X|. No .
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: As of June 30, 2001 the Registrant had outstanding 1,740,944,222 shares of
------------- -------------
Common Stock and 70,852,076 shares of Class B Stock.
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Exhibit index located on sequential page number 25
-1-
Ford Motor Company and Subsidiaries
HIGHLIGHTS
----------
Second Quarter First Half
------------------------------- -----------------------------
2001 2000 2001 2000
-------------- ------------- ------------ -------------
(unaudited) (unaudited)
Worldwide vehicle unit sales of
cars and trucks (in thousands)
- - North America 1,142 1,308 2,245 2,619
- - Outside North America 716 687 1,425 1,290
------ ------ ------ ------
Total 1,858 1,995 3,670 3,909
====== ====== ====== ======
Sales and revenues (in millions)
- - Automotive $ 34,552 $ 37,366 $ 69,202 $ 73,541
- - Financial Services 7,762 7,133 15,558 13,862
--------- --------- --------- ---------
Total $ 42,314 $ 44,499 $ 84,760 $ 87,403
========= ========= ========= =========
Net income (loss) (in millions)
- - Automotive $ (1,194) $ 1,052 $ (505) $ 2,604
- - Financial Services 442 461 812 841
--------- --------- --------- ---------
Income (loss) from continuing operations (752) 1,513 307 3,445
- - Discontinued operation (Visteon) - 162 - 309
- - Loss on spin-off of Visteon - (2,252) - (2,252)
--------- --------- --------- ---------
Total $ (752) $ (577) $ 307 $ 1,502
========= ========= ========= =========
Capital expenditures (in millions)
- - Automotive $ 1,229 $ 1,453 $ 2,586 $ 2,952
- - Financial Services 99 158 230 464
--------- --------- --------- ---------
Total $ 1,328 $ 1,611 $ 2,816 $ 3,416
========= ========= ========= =========
Automotive capital expenditures as a
percentage of sales 3.6% 3.9% 3.7% 4.0%
Stockholders' equity at June 30
- - Total (in millions) $ 13,758 $ 24,643 $ 13,758 $ 24,643
- - Annualized after-tax return on Common
and Class B stockholders' equity Loss 22.9% 3.8% 25.4%
Automotive net cash at June 30
(in millions)
- - Cash and marketable securities $ 16,205 $ 25,557 $ 16,205 $ 25,557
- - Debt 12,061 10,804 12,061 10,804
--------- --------- --------- ---------
Automotive net cash $ 4,144 $ 14,753 $ 4,144 $ 14,753
========= ========= ========= =========
After-tax return on sales
- - North American Automotive (4.9)% 6.7% (1.0)% 6.4%
- - Total Automotive (3.4)% 2.9% (0.7)% 3.6%
Shares of Common and Class B Stock
(in millions)
- - Average number outstanding 1,819 1,205 1,829 1,206
- - Number outstanding at June 30 1,812 1,205 1,812 1,205
Common Stock price (per share)
(adjusted to reflect Visteon spin-off)
- - High $30.71 $31.46 $31.37 $31.46
- - Low 24.00 23.08 23.75 22.53
AMOUNTS PER SHARE OF COMMON AND
CLASS B STOCK AFTER PREFERRED
STOCK DIVIDENDS
Income assuming dilution
- - Automotive $ (0.65) $ 0.86 $ (0.28) $ 2.12
- - Financial Services 0.24 0.38 0.44 0.69
---------- --------- --------- ---------
Subtotal (0.41) 1.24 0.16 2.81
- - Discontinued operation (Visteon) - 0.13 - 0.25
- - Loss on spin-off of Visteon - (1.84) - (1.84)
--------- --------- - --------- ---------
Total $ (0.41) $ (0.47) $ 0.16 $ 1.22
========= ========= ========= =========
Cash dividends $ 0.30 $ 0.50 $ 0.60 $ 1.00
Prior periods have been restated.
-2-
Ford Motor Company and Subsidiaries
VEHICLE UNIT SALES
------------------
For the Periods Ended June 30, 2001 and 2000
(in thousands)
Second Quarter First Half
------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- -------
(unaudited) (unaudited)
North America
United States
Cars 397 448 760 929
Trucks 640 743 1,292 1,466
----- ----- ----- -----
Total United States 1,037 1,191 2,052 2,395
Canada 68 80 120 159
Mexico 37 37 73 65
----- ----- ----- -----
Total North America 1,142 1,308 2,245 2,619
Europe
Britain 167 139 347 254
Germany 115 83 221 174
Italy 64 58 127 107
Spain 53 54 93 94
France 40 41 83 83
Other countries 140 146 285 274
----- ----- ----- -----
Total Europe 579 521 1,156 986
Other international
Brazil 40 35 75 63
Australia 31 37 57 61
Taiwan 12 19 30 41
Argentina 8 12 15 27
Japan 5 8 10 17
Other countries 41 55 82 95
----- ----- ----- -----
Total other international 137 166 269 304
----- ----- ----- -----
Total worldwide vehicle unit sales 1,858 1,995 3,670 3,909
===== ===== ===== =====
Vehicle unit sales generally are reported worldwide on a "where sold" basis and
include sales of all Ford-badged units, as well as units manufactured by Ford
and sold to other manufacturers.
Prior periods were restated to correct unit sales.
-3-
Part I. Financial Statements
----------------------------
Item 1. Financial Statements
- -----------------------------
Ford Motor Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
For the Periods Ended June 30, 2001 and 2000
(in millions)
Second Quarter First Half
--------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited)
AUTOMOTIVE
- ----------
Sales $34,552 $37,366 $69,202 $73,541
Costs and expenses (Note 2)
Cost of sales (Note 3) 33,648 33,495 64,463 65,083
Selling, administrative and other expenses 2,336 2,458 4,842 4,723
------- ------- ------- -------
Total costs and expenses 35,984 35,953 69,305 69,806
Operating income (loss) (1,432) 1,413 (103) 3,735
Interest income 218 389 473 757
Interest expense 330 327 697 645
------- ------- ------- -------
Net interest income (expense) (112) 62 (224) 112
Equity in net income (loss) of affiliated companies (162) 29 (340) (3)
------- ------- ------- -------
Income (loss) before income taxes - Automotive (1,706) 1,504 (667) 3,844
FINANCIAL SERVICES
Revenues 7,762 7,133 15,558 13,862
Costs and expenses
Interest expense 2,484 2,311 5,044 4,524
Depreciation 2,674 2,398 5,193 4,606
Operating and other expenses (Note 3) 1,342 1,249 2,779 2,460
Provision for credit and insurance losses 572 411 1,258 865
------- ------- ------- -------
Total costs and expenses 7,072 6,369 14,274 12,455
------- ------- ------- -------
Income before income taxes - Financial Services 690 764 1,284 1,407
------- ------- ------- -------
TOTAL COMPANY
Income (loss) before income taxes (1,016) 2,268 617 5,251
Provision for income taxes (284) 728 287 1,750
------- ------- ------- -------
Income (loss) before minority interests (732) 1,540 330 3,501
Minority interests in net income of subsidiaries 20 27 23 56
------- ------- ------- -------
Income (loss) from continuing operations (752) 1,513 307 3,445
Income from discontinued operation (Note 4) - 162 - 309
Loss on spin-off of discontinued operation (Note 4) - (2,252) - (2,252)
------- ------- ------- -------
Net income (loss) $ (752) $ (577) $ 307 $ 1,502
======= ======= ======= =======
Income (loss) attributable to Common and Class B
Stock after preferred stock dividends $ (755) $ (580) $ 300 $ 1,495
Average number of shares of Common and Class B
Stock outstanding 1,819 1,205 1,829 1,206
AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Notes 5 and 6)
Basic Income
Income (loss) from continuing operations $ (0.42) $ 1.26 $ 0.16 $ 2.87
Net income (loss) $ (0.42) $ (0.48) $ 0.16 $ 1.25
Diluted Income
Income (loss) from continuing operations $ (0.41) $ 1.24 $ 0.16 $ 2.81
Net income (loss) $ (0.41) $ (0.47) $ 0.16 $ 1.22
Cash dividends $ 0.30 $ 0.50 $ 0.60 $ 1.00
The accompanying notes are part of the financial statements.
-4-
Ford Motor Company and Subsidiaries
CONSOLIDATED BALANCE SHEET
--------------------------
(in millions)
June 30, December 31,
2001 2000
---------------- -----------------
(unaudited)
ASSETS
Automotive
Cash and cash equivalents $ 4,703 $ 3,374
Marketable securities 11,502 13,116
-------- --------
Total cash and marketable securities 16,205 16,490
Receivables 3,375 4,685
Inventories (Note 7) 7,220 7,514
Deferred income taxes 2,735 2,239
Other current assets 5,466 5,318
Current receivable from Financial Services 1,487 1,587
-------- --------
Total current assets 36,488 37,833
Equity in net assets of affiliated companies 2,961 2,949
Net property 35,421 37,508
Deferred income taxes 3,504 3,342
Other assets 12,714 13,711
-------- --------
Total Automotive assets 91,088 95,343
Financial Services
Cash and cash equivalents 1,883 1,477
Investments in securities 682 817
Finance receivables, net 128,263 125,164
Net investment in operating leases 49,195 46,593
Other assets 15,798 12,390
Receivable from Automotive 2,637 2,637
-------- --------
Total Financial Services assets 198,458 189,078
-------- --------
Total assets $289,546 $284,421
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables $ 15,588 $ 15,075
Other payables 4,718 4,011
Accrued liabilities 23,982 23,515
Income taxes payable 29 449
Debt payable within one year 226 277
-------- --------
Total current liabilities 44,543 43,327
Long-term debt 11,835 11,769
Other liabilities 30,535 30,495
Deferred income taxes 291 353
Payable to Financial Services 2,637 2,637
-------- --------
Total Automotive liabilities 89,841 88,581
Financial Services
Payables 5,644 5,297
Debt 162,102 153,510
Deferred income taxes 8,792 8,677
Other liabilities and deferred income 7,249 7,486
Payable to Automotive 1,487 1,587
-------- --------
Total Financial Services liabilities 185,274 176,557
Company-obligated mandatorily redeemable preferred securities of a subsidiary
tTrust holding solely junior subordinated debentures of the Company (Note 8) 673 673
Stockholders' equity
Capital stock
Preferred Stock, par value $1.00 per share (aggregate liquidation preference
of $177 million) * *
Common Stock (par value $0.01 per share (1,837 million shares issued) 18 18
Class B Stock, par value $0.01 per share (71 million shares issued) 1 1
Capital in excess of par value of stock 5,980 6,174
Accumulated other comprehensive income (Notes 3 and 9) (6,350) (3,432)
ESOP loan and treasury stock (2,975) (2,035)
Earnings retained for use in business 17,084 17,884
-------- --------
Total stockholders' equity 13,758 18,610
-------- --------
Total liabilities and stockholders' equity $289,546 $284,421
======== ========
- - - - - -
*Less than $1 million
The accompanying notes are part of the financial statements.
-5-
Ford Motor Company and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
For the Periods Ended June 30, 2001 and 2000
(in millions)
First Half 2001 First Half 2000
---------------------------- ----------------------------
Financial Financial
Automotive Services Automotive Services
------------- ------------ ------------- -------------
(unaudited) (unaudited)
Cash and cash equivalents at January 1 $ 3,374 $ 1,477 $ 2,793 $ 1,588
Cash flows from operating activities before securities trading 6,427 7,275 9,181 9,953
Net sales (purchases) of trading securities 1,686 (148) 419 60
------- -------- ------- --------
Net cash flows from operating activities 8,113 7,127 9,600 10,013
Cash flows from investing activities
Capital expenditures (2,586) (230) (2,952) (464)
Acquisitions of receivables and lease investments - (48,003) - (44,986)
Collections of receivables and lease investments - 25,852 - 21,724
Net acquisitions of daily rental vehicles - (2,362) - (2,469)
Purchases of securities (10,729) (485) (2,261) (302)
Sales and maturities of securities 10,657 476 2,217 312
Proceeds from sales of receivables and lease investments - 10,141 - 7,704
Net investing activity with Financial Services (460) - 45 -
Cash paid for acquisitions (Note 10) (1,868) (742) (2,060) (76)
Other 366 (35) 0 190
------- --------- ------- --------
Net cash used in investing activities (4,620) (15,388) (5,011) (18,367)
Cash flows from financing activities
Cash dividends (1,107) - (1,578) -
Net purchases of Common Stock (1,322) - (192) -
Changes in short-term debt (70) (2,375) (707) (5,588)
Proceeds from issuance of other debt 188 25,028 205 22,321
Principal payments on other debt (103) (13,791) (424) (7,574)
Net debt repayments from discontinued operations - - 650 -
Net cash distribution to discontinued operations - - (85) -
Net financing activity with Automotive - 460 - (45)
Other 170 (362) 694 517
------- --------- ------- --------
Net cash (used in)/provided by financing activities (2,244) 8,960 (1,437) 9,631
Effect of exchange rate changes on cash (20) (193) (1) (145)
Net transactions with Automotive/Financial Services 100 (100) 1,045 (1,045)
------- -------- ------- --------
Net increase in cash and cash equivalents 1,329 406 4,196 87
-------- -------- -------- --------
Cash and cash equivalents at June 30 $ 4,703 $ 1,883 $ 6,989 $ 1,675
======= ======== ======= ========
The accompanying notes are part of the financial statements.
-6-
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
1. Financial Statements - The financial data presented herein are unaudited,
but in the opinion of management reflect those adjustments necessary for a
fair statement of such information. Results for interim periods should not
be considered indicative of results for a full year. Reference should be
made to the financial statements contained in the registrant's Annual
Report on Form 10-K for the year ended December 31, 2000. For purposes of
Notes to Financial Statements, "Ford" or the "Company" means Ford Motor
Company and its majority owned subsidiaries unless the context requires
otherwise. Certain amounts for prior periods were reclassified to conform
with present period presentation.
2. Selected Automotive costs and expenses are summarized as follows (in
millions):
Second Quarter First Half
----------------------- -----------------------
2001 2000 2001 2000
--------- ---------- ---------- ---------
Depreciation $682 $718 $1,357 $1,412
Amortization 624 628 1,350 1,202
Pension expense (benefit) (76) (51) (161) 13
3. SFAS 133 ("Accounting for Derivative Instruments and Hedges") - Ford
adopted SFAS 133 on January 1, 2001. For further discussion on SFAS 133
refer to Note 3 in Form 10-Q for the quarterly period ended March 31, 2001.
Non-cash adjustments to income and to stockholders' equity for the second
quarter and first half of 2001 were (in millions):
Automotive Financial Services Total Company
-------------------------- ----------------------------- ------------------------
Second First Second First Second First
Quarter Half Quarter Half Quarter Half
------- ---- ------- ---- ------- ----
Income before income taxes * $(77) $(167) $(51) $(71) $ (128) $ (238)
Net income (55) (114) (32) (45) (87) (159)
Stockholders' equity ** (103) (1,328)
* Automotive recorded in cost of sales; Financial Services recorded in
operating and other expenses ** Recorded in accumulated other
comprehensive income
4. Discontinued Operation - On June 28, 2000, Ford distributed 130 million
shares of Visteon Corporation ("Visteon"), which represented its 100%
ownership interest, by means of a tax-free spin-off in the form of a
dividend on Ford Common and Class B Stock. Ford's financial statements
reflect Visteon as a "discontinued operation".
5. Value Enhancement Plan - On August 7, 2000, the Company announced the final
results of its recapitalization, known as the Value Enhancement Plan
("VEP"). Under the VEP, Ford shareholders exchanged each of their old Ford
Common or Class B shares for one new Ford Common or Class B share, as the
case may be, plus, at their election, either $20 in cash, 0.748 additional
new Ford Common shares, or a combination of $5.17 in cash and 0.555
additional new Ford Common shares. As a result of the elections made by
shareholders under the VEP, the total cash elected was $5.7 billion and the
total number of new Ford Common and Class B shares that became issued and
outstanding was 1.893 billion. As a result of the VEP, approximately $1.2
billion was transferred from capital stock to capital in excess of par
value of stock.
In accordance with generally accepted accounting principles, prior period
shares and earnings per share amounts were not adjusted.
-7-
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
6. Income Per Share of Common and Class B Stock - Basic income per share of
Common and Class B Stock is calculated by dividing the income attributable
to Common and Class B Stock by the average number of shares of Common and
Class B Stock outstanding during the applicable period, adjusted for shares
issuable under employee savings and compensation plans.
The calculation of diluted income per share of Common and Class B Stock
takes into account the effect of dilutive potential common stock, such as
stock options.
Income (loss) per share of Common and Class B Stock was as follows (in
millions, except per share amounts):
Second Quarter 2001 Second Quarter 2000
------------------------- ------------------------
Income Shares Income Shares
---------- ------------- ----------- ------------
Income (loss) from continuing operations and shares $ (752) 1,819 $1,513 1,205
Preferred stock dividend requirements (3) - (3) -
Issuable and uncommitted ESOP shares - (8) - (9)
-------- ------- -------- -------
Basic income (loss) and shares from continuing operations $ (755) 1,811 $1,510 1,196
Basic income (loss) per share from continuing operations $(0.42) $ 1.26
Basic income per share from discontinued operation - 0.14
Basic loss per share on spin-off of discontinued operation - (1.88)
------- -------
Basic income (loss) per share $(0.42) $(0.48)
Basic income (loss) and shares from continuing operations $ (755) 1,811 $1,510 1,196
Net dilutive effect of options - 37 - 26
-------- ------ -------- ------
Diluted income (loss) and shares from continuing operations $ (755) 1,848 $1,510 1,222
Diluted income (loss) per share from continuing operations $(0.41) $ 1.24
Diluted income per share from discontinued operation - 0.13
Diluted loss per share on spin-off of discontinued operation - (1.84)
------- -------
Diluted loss per share $(0.41) $(0.47)
First Half 2001 First Half 2000
------------------------- ------------------------
Income Shares Income Shares
----------- ------------ ----------- -----------
Income from continuing operations and shares $ 307 1,829 $3,445 1,206
Preferred stock dividend requirements (7) - (7) -
Issuable and uncommitted ESOP shares - (10) - (8)
-------- ------- -------- -------
Basic income and shares from continuing operations $ 300 1,819 $3,438 1,198
Basic income per share from continuing operations $ 0.16 $ 2.87
Basic income per share from discontinued operation - 0.26
Basic loss per share on spin-off of discontinued operation - (1.88)
------- -------
Basic income per share $ 0.16 $ 1.25
Basic income and shares from continuing operations $ 300 1,819 $3,438 1,198
Net dilutive effect of options - 38 - 25
-------- ------- -------- -------
Diluted income and shares from continuing operations $ 300 1,857 $3,438 1,223
Diluted income per share from continuing operations $ 0.16 $ 2.81
Diluted income per share from discontinued operation - 0.25
Diluted loss per share on spin-off of discontinued operation - (1.84)
------- -------
Diluted income per share $ 0.16 $ 1.22
-8-
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
7. Automotive Inventories are summarized as follows (in millions):
June 30, December 31,
2001 2000
------------- -------------
Raw materials, work in process and supplies $2,688 $2,798
Finished products 4,532 4,716
------ ------
Total inventories $7,220 $7,514
====== ======
8. Company-Obligated Mandatorily Redeemable Preferred Securities of a
Subsidiary Trust - The sole asset of Ford Motor Company Capital Trust I
(the "Trust"), which is the obligor on the Preferred Securities of such
Trust, is $632 million principal amount of 9% Junior Subordinated
Debentures due 2025 of Ford Motor Company.
9. Comprehensive Income - Other comprehensive income primarily reflects
foreign currency translation adjustments and adjustments related to SFAS
133 (Note 3). Total comprehensive income is summarized as follows (in
millions):
Second Quarter First Half
------------------------- ------------------------
2001 2000 2001 2000
----------- ---------- ---------- ---------
Net income (loss) $ (752) $ (577) $ 307 $ 1,502
Other comprehensive income (loss) (582) (481) (2,918) (1,078)
------- ------- ------- -------
Total comprehensive income (loss) $(1,334) $(1,058) $(2,611) $ 424
======= ======= ======= =======
10. Acquisitions and Restructurings
Hertz Purchase - In March 2001, through a tender offer and a merger
transaction, Ford acquired (for a total price of $735 million) the common
stock of Hertz that it did not own, which represented about 18% of the
economic interest in Hertz.
Purchase of Land Rover Business - On June 30, 2000, Ford purchased the
Land Rover business from the BMW Group for approximately three billion
euros. Approximately two-thirds of the purchase price (equivalent of $1.9
billion at June 30, 2000) was paid at time of closing; the remainder will
be paid in 2005. The acquisition involves the entire Land Rover line of
products and related assembly and engineering facilities. It does not
include Rover's passenger car business or financial services business.
European Charges - Following an extensive business review of the Ford
Brand operations in Europe, the Company recorded a pre-tax charge in
Automotive cost of sales of $1,568 million in the second quarter of 2000.
This charge included $1.1 billion for asset impairments and $468 million
for restructuring costs. The effect on after-tax earnings was $1,019
million.
-9-
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
11. Segment Information - Ford's business is divided into two business sectors
- Automotive and Financial Services (including Ford Credit and Hertz);
detail is summarized as follows (in millions):
Financial Services Sector
----------------------------------
- -------------- Auto Ford Other Elims/
Second Quarter Sector Credit Hertz Fin Svcs Other Total
- -------------- ------------ ----------- --------- ------------ ------------ ------------
2001
- ----
Revenues
External customer $ 34,552 $ 6,256 $ 1,281 $ 219 $ 6 $ 42,314
Intersegment 1,316 118 6 45 (1,485) -
-------- -------- ------- ------ ------- --------
Total Revenues $ 35,868 $ 6,374 $ 1,287 $ 264 $(1,479) $ 42,314
======== ======== ======= ====== ======= ========
Income (loss) from
continuing operations $ (1,194) $ 367 $ 59 $ 14 $ 2 $ (752)
2000
- ----
Revenues
External customer $ 37,366 $ 5,778 $ 1,271 $ 64 $ 20 $ 44,499
Intersegment 1,338 41 7 62 (1,448) -
-------- -------- ------- ------ ------- --------
Total Revenues $ 38,704 $ 5,819 $ 1,278 $ 126 $(1,428) $ 44,499
======== ======== ======= ====== ======= ========
Income (loss) from continuing
operations $ 1,052 $ 388 $ 104 $ (18) $ (13) $ 1,513
Financial Services Sector
-----------------------------------
- ---------- Auto Ford Other Elims/
First Half Sector Credit Hertz Fin Svcs Other Total
- ---------- ----------- ----------- ----------- ----------- ----------- ------------
2001
- ----
Revenues
External customer $ 69,202 $ 12,604 $ 2,457 $ 483 $ 14 $ 84,760
Intersegment 2,544 240 14 72 (2,870) -
-------- -------- ------- ------ ------- --------
Total Revenues $ 71,746 $ 12,844 $ 2,471 $ 555 $(2,856) $ 84,760
======== ======== ======= ====== ======= ========
Income (loss) from continuing
operations $ (505) $ 760 $ 55 $ (1) $ (2) $ 307
Total assets at June 30 $ 91,088 $182,045 $12,185 $4,228 $ - $289,546
2000
- ----
Revenues
External customer $ 73,541 $ 11,269 $ 2,402 $ 172 $ 19 $ 87,403
Intersegment 2,496 80 15 104 (2,695) -
-------- -------- ------- ------ ------- --------
Total Revenues $ 76,037 $ 11,349 $ 2,417 $ 276 $(2,676) $ 87,403
======== ======== ======= ====== ======= ========
Income (loss) from continuing
operations $ 2,604 $ 741 $ 160 $ (29) $ (31) $ 3,445
Total assets at June 30 $101,357 $167,821 $11,451 $5,951 $ - $284,580
- - - - - -
"Other Financial Services" data is an aggregation of miscellaneous smaller
Financial Services Sector business components, including Ford Motor Land
Development Corporation, Ford Leasing Development Company, Ford Leasing
Corporation and Granite Management Corporation.
"Eliminations/Other" data includes intersegment eliminations and minority
interests. Interest income for the operating segments in the Financial
Services Sector is reported as "Revenues".
-10-
Report of Independent Accountants
To the Board of Directors and Stockholders
Ford Motor Company
We have reviewed the accompanying consolidated balance sheet of Ford Motor
Company and its subsidiaries as of June 30, 2001, and the related consolidated
statement of income for each of the three-month and six-month periods ended June
30, 2001 and 2000 and the condensed consolidated statement of cash flows for the
six-month periods ended June 30, 2001 and 2000. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 2000, and the related consolidated statements of income, stockholders'
equity and of cash flows for the year then ended (not presented herein), and in
our report dated January 18, 2001, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of December 31, 2000, is fairly
stated in all material respects in relation to the consolidated balance sheet
from which it has been derived.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
July 16, 2001
-11-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
- --------------------------------------------------------------------------------
SECOND QUARTER RESULTS OF OPERATIONS
Worldwide losses in the second quarter of 2001 were $752 million, or
$0.41 per diluted share of Common and Class B Stock, compared with a loss of
$577 million, or $0.47 per diluted share in the second quarter of 2000. The
second quarter 2001 loss included about $2 billion for charges and lost vehicle
profits related to the planned replacement of about 13 million Firestone tires
on Ford vehicles (discussed in detail under Part II, Item 1 "Legal Proceedings"
of this report). Also included in 2001 results were $201 million in charges for
our share of Mazda Motor Corporation's restructuring and other actions announced
in April and the new accounting standard on hedging and derivatives. The second
quarter 2000 results included a loss of $2.3 billion on the spin-off of Visteon
and charges of $1 billion for asset impairment and restructuring costs related
to our Ford-brand operations in Europe.
Sales and revenues were $42.3 billion in the second quarter of 2001,
down $2.2 billion from a year ago. Vehicle unit sales were 1,858,000, down
137,000 units, of which about 45,000 units were for production stoppages related
to the Firestone tire replacement action.
Results by business sector for the second quarter of 2001 and 2000 are
shown below (in millions).
Second Quarter Net Income/(Loss)
----------------------------------------------
2001
O/(U)
2001 2000 2000
--------------- ------------- ----------------
Automotive sector $(1,194) $ 1,052 $(2,246)
Financial Services sector 442 461 (19)
------- ------- ------
Total continuing operations (752) 1,513 (2,265)
Net income from discontinued operation - 162 (162)
Loss on spin-off of discontinued operation - (2,252) 2,252
------- ------- -------
Total Company $ (752) $ (577) $ (175)
======= ======= =======
Automotive Sector
- -----------------
Automotive sector losses were $1,194 million in the second quarter of
2001, on sales of $34.6 billion. Earnings in the second quarter of 2000 were
$1,052 million, on sales of $37.4 billion.
Details of second quarter Automotive sector earnings from continuing
operations are shown below (in millions).
Second Quarter Net Income/(Loss)
----------------------------------------
2001
O/(U)
2001 2000 2000
----------- ------------- -------------
North American Automotive $(1,198) $1,843 $(3,041)
Automotive outside North America
- Europe 141 (863) 1,004
- South America (70) (63) (7)
- Rest of World (67) 135 (202)
------- ------- -------
Total Automotive outside North America 4 (791) 795
------- ------- -------
Total Automotive sector $(1,194) $1,052 $(2,246)
======= ====== =======
-12-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
- --------------------------------------------------------------------------------
Automotive sector losses in North America were $1,198 million in the
second quarter of 2001, on sales of $24.3 billion. In the second quarter of
2000, earnings were $1,843 million, on sales of $27.7 billion. The reduction in
earnings was more than explained by the Firestone tire replacement action, lower
sales, and higher marketing cost.
In the second quarter of 2001, 4.7 million new cars and trucks were
sold in the United States, down from 4.9 million units a year ago. Our market
share this year was 23.2%, down 1.7 percentage points from a year ago, partly
explained by greater price competition from Japanese and Korean manufacturers,
who benefited from more favorable exchange rates. Our U.S. marketing costs
increased to 14.1% of sales, up from 11.3% a year ago.
In Europe, we earned $141 million in the second quarter of 2001,
compared with losses of $863 million a year ago. Excluding last year's charges,
earnings were down $15 million, reflecting losses at Land Rover (which was not
part of Ford in the first half of 2000) and launch costs for the new Jaguar
X-TYPE, offset partially by improved results at Ford-brand operations.
In the second quarter of 2001, 4.8 million new cars and trucks were
sold in our 19 primary European markets, about equal to last year. Our share was
10.7%, up 1.1 percentage points, reflecting increases for the new Ford Mondeo
and Transit models and the addition of Land Rover.
In South America, losses were $70 million, compared with a loss of $63
million a year ago. Approximately 420,000 new cars and trucks were sold in
Brazil, compared with 350,000 a year ago. Our share of those unit sales was
7.7%, down 1.6 percentage points.
Excluding Mazda-related charges of $114 million, earnings outside North
America, Europe, and South America ("Rest of World") were $47 million in the
second quarter of 2001, down $88 million from a year ago. The decline primarily
reflected poorer operating results at Mazda.
Financial Services Sector
- -------------------------
Details of second quarter Financial Services sector earnings are shown
below (in millions).
Second Quarter Net Income/(Loss)
----------------------------------------
2001
O/(U)
2001 2000 2000
------------- ------------ -------------
Ford Credit $367 $388 $(21)
Hertz 59 104 (45)
Minority interests and other 16 (31) 47
---- ---- ----
Total Financial Services sector $442 $461 $(19)
==== ==== ====
Memo: Ford's share of earnings in Hertz $ 59 $ 84 $(25)
Ford Credit's net income in the second quarter of 2001 was $367
million, down $21 million from a year ago. The decrease was more than explained
by a $32 million non-cash charge related to the new accounting standard on
hedging and derivatives. Higher financing volume, higher margin, and increased
investment and other income (primarily gains on sales of receivables related to
securitization transactions) were largely offset by higher credit losses.
Hertz earned $59 million in the quarter, down $45 million from a year
ago, reflecting lower rental volume as the U.S. economy slowed and business
travel declined. (Effective March 2001, Ford increased its ownership of Hertz to
100%, compared with about 81% a year ago.)
-13-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
- --------------------------------------------------------------------------------
FIRST HALF RESULTS OF OPERATIONS
Results by major business sector for the first half of 2001 and 2000
are shown below (in millions).
First Half Net Income/(Loss)
--------------------------------------
2001
O/(U)
2001 2000 2000
------------ ------------ ------------
Automotive sector $ (505) $ 2,604 $(3,109)
Financial Services sector 812 841 (29)
------- ------- -------
Total continuing operations $ 307 $ 3,445 $(3,138)
Net income from discontinued operation - 309 (309)
Loss on spin-off of discontinued operation - (2,252) 2,252
------- ------- -------
Total Company $ 307 $ 1,502 $(1,195)
======= ======= =======
Net income in the first half of 2001 was $307 million, compared with
first half 2000 net income from continuing operations of $3,445 million.
Sales and revenues in the first half of 2001 were $84.8 billion, down
$2.6 billion from a year ago. Vehicle unit sales were 3.7 million, down 200,000
units.
Automotive Sector
- -----------------
Losses for our Automotive sector were $505 million in the first half
of 2001, on sales of $69.2 billion. Earnings in the first half of 2000 were
$2,604 million, on sales of $73.5 billion. Adjusted for constant volume and mix,
total automotive costs (excluding costs related to the Firestone tire
replacement action) were up $400 million from the first half of 2000, reflecting
higher precious metals and new-model launch costs.
Automotive sector earnings in the first half of 2001 and 2000 are
shown below (in millions).
First Half Net Income/(Loss)
---------------------------------------
2001
O/(U)
2001 2000 2000
----------- ----------- -----------
North American Automotive $ (503) $3,510 $(4,013)
Automotive outside North America
- Europe 229 (866) 1,095
- South America (123) (145) 22
- Rest of World (108) 105 (213)
------ ------- -------
Total Automotive outside North America (2) (906) 904
------ ------ -------
Total Automotive sector $ (505) $2,604 $(3,109)
====== ====== =======
In North America, losses were $503 million in the first half of 2001,
down $4 billion from the first half of 2000. The decrease reflected primarily
the same factors described in the discussion of the second quarter results of
operations.
In the first half of 2001, 8.9 million new cars and trucks were sold in
the United States, down from a record 9.4 million units a year ago. Our share
this year was 23.0%, down 1.4 percentage points.
In Europe, first half earnings were $229 million, compared with losses
of $866 million in the first half of 2000. The improvement reflected primarily
the non-recurrence of last year's asset impairment and restructuring charges.
Improved operating results at Ford-brand operations were offset partially by
losses at Land Rover.
-14-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
- --------------------------------------------------------------------------------
In the first half of 2001, 9.6 million new cars and trucks were sold in
our 19 primary European markets, down 300,000 units from a year ago. Our share
this year was 10.8%, up 1.1 percentage points.
In South America, losses were $123 million in the first half of 2001,
compared with a loss of $145 million a year ago. In Brazil, 835,000 new cars and
trucks were sold, compared with 660,000 a year ago. Our share this year was
8.1%, down 1.3 percentage points.
In Rest of World, earnings, excluding Mazda restructuring and other
charges, were $6 million in the first half of 2001, down from $105 million in
the first half of 2000, mainly explained by poorer Mazda operating results.
Financial Services Sector
- -------------------------
In the first half of 2001, earnings for our Financial Services sector
declined $29 million from last year, more than explained by lower profits at
Hertz, reflecting effects of the slowdown in the U.S. economy. Details of
Financial Services sector earnings in the first half of 2001 and 2000 are shown
below (in millions).
First Half Net Income/(Loss)
----------------------------------------
2001
O/(U)
2001 2000 2000
------------ ------------ ------------
Ford Credit $760 $741 $ 19
Hertz 55 160 (105)
Minority interests and Other (3) (60) 57
---- ---- ----
Total Financial Services sector $812 $841 $(29)
==== ==== ====
Memo: Ford's share of earnings in Hertz $ 55 $130 $(75)
LIQUIDITY AND CAPITAL RESOURCES
Automotive Sector
- -----------------
At June 30, 2001, our Automotive sector had $16.2 billion of cash and
marketable securities, down $300 million from December 31, 2000. The decline was
more than explained by cash outlays for the final payment to AB Volvo for our
acquisition of Volvo Car ($1.6 billion), share repurchases ($1.1 billion),
dividends to shareholders ($1.1 billion), and our acquisition of the minority
interest in Hertz ($735 million), offset partially by positive operating cash
flow. Automotive gross cash was $18.9 billion at June 30, 2001, including $2.7
billion of prefunding of certain employee health benefit obligations through a
Voluntary Employee Beneficiary Association trust. We expect our cash balance to
decline in the second half of this year, reflecting payments for the Firestone
tire replacement action and normal business seasonality.
At June 30, 2001, our Automotive sector had total debt of $12.1
billion, about equal to December 31, 2000.
At July 1, 2001, Ford had long term contractually committed global
credit agreements under which $8.4 billion is available from various banks;
87.7% are available through June 30, 2006. The entire $8.4 billion may be used,
at Ford's option, by any affiliate of Ford; however, any borrowing by an
affiliate will be guaranteed by Ford. Ford also has the ability to transfer on
a nonguaranteed basis $8.0 billion of such credit lines in varying portions to
Ford Credit and FCE Bank plc (formerly known as Ford Credit Europe plc). In
addition, at July 1, 2001, $964.5 million of contractually committed credit
facilities were available to various Automotive Sector affiliates outside the
U.S. Approximately $419.0 million of these facilities were in use at
July 1, 2001.
-15-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
- --------------------------------------------------------------------------------
Financial Services Sector
- -------------------------
At June 30, 2001, our Financial Services sector had cash and cash
equivalents of $1.8 billion, up $0.4 billion from December 31, 2000. Finance
receivables and net investments in operating leases were $177.5 billion at June
30, 2001, up from $171.8 billion at December 31, 2000.
Total debt was $162.1 billion at June 30, 2001, up $8.6 billion from
December 31, 2000. This includes outstanding commercial paper at June 30, 2001
of $33.7 billion at Ford Credit, and $2.1 billion at Hertz, with an average
remaining maturity of 35 days and 20 days, respectively.
At July 1, 2001, Financial Services Sector had a total of $24.3 billion
of contractually committed support facilities (excluding the $8 billion
available under Ford's global credit agreements). Of these facilities, $20
billion are contractually committed global credit agreements under which $15.7
billion and $4.3 billion are available to Ford Credit and FCE Bank plc,
respectively, from various banks; 53% and 63%, respectively, of such facilities
are available through June 30, 2006. The entire $15.7 billion may be used, at
Ford Credit's option, by any subsidiary of Ford Credit, and the entire $4.3
billion may be used, at FCE Bank plc's option, by any subsidiary of FCE Bank
plc. Any borrowings by such subsidiaries will be guaranteed by Ford Credit or
FCE Bank plc, as the case may be. At July 1, 2001, none of the Ford Credit
global facilities were in use and $137 million of the FCE Bank plc global
facilities were in use. Other than the global credit agreements, the remaining
portion of the Financial Services Sector support facilities at July 1, 2001
consisted of $2.6 billion of contractually committed support facilities
available to Hertz in the U.S. and $1.7 billion of contractually committed
support facilities available to various affiliates outside the U.S.; at July 1,
2001, approximately $1.0 billion of these facilities were in use. Furthermore,
banks provide $5.0 billion of liquidity facilities to support the asset- backed
commercial paper program of Ford Credit sponsored special purpose entity.
In addition, Ford Credit has entered into agreements with several
bank-sponsered, commercial paper issuers ("conduits") under which such conduits
are contractually committed to purchase from Ford Credit, at Ford Credit's
option, up to an aggregate of $2.5 billion of receivables. These agreements
expire on June 27, 2002. As of July 1, 2001, approximately $427 million of
these conduit commitments have been utilized.
NEW ACCOUNTING STANDARD
We adopted Statement of Financial Accounting Standards ("SFAS") No. 133
"Accounting for Derivative Instruments and Hedges" on January 1, 2001. Non-cash
adjustments to income and to stockholders' equity for the first half were (in
millions):
Financial Total
Automotive Services Company
-------------- ------------- ------------
Net income (114) (45) (159)
Stockholders' equity (1,328)
For a further discussion of SFAS No. 133, see note 3 of our Notes to Financial
Statements.
OTHER FINANCIAL INFORMATION
PricewaterhouseCoopers LLP, our independent accountants, performed a
limited review of the financial data presented on pages 4 through 10 inclusive.
The review was performed in accordance with standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit; accordingly, PricewaterhouseCoopers LLP did
not express an opinion on the aforementioned data.
-16-
Part II. Other Information
Item 1. Legal Proceedings
- --------------------------
Firestone Matters (Previously discussed beginning on page 20 of Ford's
Annual Report on Form 10-K for the year ended December 31, 2000 (the "10-K
Report") and on page 15 of Ford's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 (the "First Quarter 10-Q Report").) As a result of our
previously reported work with the National Highway Traffic Safety Administration
(the "Safety Administration ") with regard to its investigation of the Firestone
tire recall and our own root cause analysis, we announced on May 22, 2001 that
we would replace all remaining 15, 16, and 17-inch Firestone Wilderness AT tires
(about 13 million tires) on our vehicles. This precautionary action is based on
our analysis of data on the actual road performance of these tires, comparisons
with the performance of comparable tires by other tire makers, a review of
information developed by and received from the Safety Administration, and
extensive laboratory and vehicle testing. In order to complete the replacement
program as rapidly as possible, we are working with major tire manufacturers to
expand the supply of replacement tires and temporarily suspended production of
certain vehicle lines in order to make more tires available.
This tire replacement program was the subject of a June 19 hearing
before two subcommittees of the House Energy and Commerce Committee, which urged
the Safety Administration to accelerate its review of the situation. The Safety
Administration continues to investigate the circumstances leading up to last
year's recall and this year's tire replacement program, as well as the root
cause of the tire failures and related accidents. As a result of these
investigations, the Safety Administration on July 19 stated that it would soon
issue an "Initial Determination" that certain Firestone Wilderness AT tires
contain a safety-related defect. An "Initial Determination" is an interim step
toward requiring Firestone to conduct a safety recall.
Separately, on May 31, 2001, Bridgestone/Firestone (US) Chairman, CEO
and President John Lampe sent a letter to the Safety Administration's Acting
Administrator requesting that the agency open an investigation into the safety
of certain models of Ford Explorers, and alleging that the vehicles are
"defectively designed in that they have an inadequate margin of control (due to
insufficient understeer) to permit control by average drivers in the foreseeable
events of tread separation during normal highway driving in most load and
turning circumstances." Likewise, on June 6, 2001, Congressman Billy Tauzin,
Chairman of the House Energy and Commerce Committee, sent a letter to the Safety
Administration's Acting Administrator that - - while stopping short of urging
the agency to open a defect investigation - - asserted that the Safety
Administration should undertake a "serious review" of the Explorer's "handling
capabilities, particularly following a tire failure."
At the June 19 congressional hearing, Michael Jackson, Deputy Secretary
of the U.S. Department of Transportation, testified that the agency "has had to
date no credible evidence that the Ford Explorer's design is in any way
responsible for causing tread separation or other such catastrophic tire
failure." Mr. Jackson also testified that "[w]e have not to this point thought
that there is evidence that directs us toward a vehicle defect investigation."
Nevertheless, Mr. Jackson said that the Safety Administration is treating
Firestone's May 31 letter as a formal petition to open a defect investigation,
and is "conducting an analysis to determine if a formal investigation is
merited." We are working closely with the Safety Administration.
As previously reported, most of the Firestone class actions have been
consolidated in federal court in Indianapolis, but a few remain pending in state
court. In one of those cases a Pennsylvania state trial judge granted Ford's
motion to dismiss, ruling that owners who have suffered no injury or damage have
no claim and that a state court has no authority to order a recall. At the same
time, plaintiffs in the federal court cases have expanded their request for a
recall to include demands that (1) the court assume supervision over the
recently-announced tire replacement program and (2) Ford repurchase Explorers
because of alleged stability problems. We have moved to dismiss the federal
cases for the same reasons that the Pennsylvania case was dismissed.
In Venezuela, prosecutors from the Attorney General's Office continue
to investigate whether criminal charges should be filed against officers,
directors or employees of Firestone and/or Ford as a result of tire tread
separation accidents that occurred in that country. A committee of the National
Assembly is conducting a separate investigation of the cause of the accidents.
The Venezuelan consumer protection agency (INDECU) continues to investigate the
matter as well.
-17-
Item 1. Legal Proceedings
- --------------------------
(Continued)
Environmental Matters
- ---------------------
MFA Grand Jury Matter. (Previously discussed on page 22 of the 10-K
Report.) On June 7, 2001 government investigators informed us that Ford
currently is not a target of this investigation.
Class Actions
- -------------
TFI Module Class Action. (Previously discussed beginning on page 23 of
the 10-K Report and on page 15 of the First Quarter 10-Q Report.) The California
Court of Appeal in the Howard case declined to consider Plaintiff's appeal and
the retrial is still scheduled to begin in September.
Lease Residual Class Action. (Previously discussed beginning on page
24 of the 10-K Report.) Trial in this matter has been scheduled for
November 5, 2001.
Seat Back Class Actions. (Previously discussed beginning on page 25 of
the 10-K Report.) The Maryland Court of Appeals has affirmed the order of the
trial court dismissing Plaintiffs' complaint.
Ford Credit Debt Collection Class Actions. (Previously discussed on
page 26 of the 10-K Report.) An additional class action, Davidson v. Ford
Credit, has been filed against Ford Credit alleging unfair debt collection
practices. In Davidson, the plaintiffs allege that Ford Credit practices
relating to filing proofs of claim violates sections of the Bankruptcy Code.
Ford Credit has filed a motion to dismiss this case. In Pertuso, the deadline
for filing a writ of certiorari with the U.S. Supreme Court has expired. In
DuBois, the trial court granted our motion to dismiss and the plaintiffs have
appealed.
Late Charges Class Actions. (Previously discussed beginning on page
26 of the 10-K Report.) A new trial date in the Cumberland case has been set
for October 15, 2001.
Performance Management Process Class Action. (Previously discussed on
page 26 of the 10-K Report and on page 16 of the First Quarter 10-Q Report.) The
hearing on the motion to dismiss this case has been delayed and is presently
scheduled to take place on July 31, 2001.
Reverse Discrimination Class Action. (Previously discussed on page 26
of the 10-K Report and on page 16 of the First Quarter 10-Q Report.) The
Plaintiffs have amended their complaint to add Ford Motor Credit Company as a
defendant. The hearing on the motion to dismiss the disparate impact claims has
been delayed and is presently scheduled to take place on July 31, 2001.
-18-
Item 4. Submission of Matters to a Vote of the Security-Holders
- ----------------------------------------------------------------
On May 10, 2001, the 2001 Annual Meeting of Shareholders of the Company
was held. The following is a brief description of the matters voted upon at the
meeting and tabulation of the voting therefor:
Proposal 1 Election of Directors.
---------------------------------
Number of Votes
-----------------------------------------------------
Nominee For Not For
- ------- --- -------
John R. H. Bond 2,617,291,733 117,644,065
Michael D. Dingman 2,707,503,782 27,432,016
Edsel B. Ford II 2,673,885,696 61,050,102
William C. Ford 2,669,106,441 65,829,357
William C. Ford, Jr. 2,680,569,626 54,366,172
Irvine O. Hockaday, Jr. 2,709,697,018 25,238,780
Marie-Josee Kravis 2,707,986,382 26,949,416
Ellen R. Marram 2,710,023,175 24,912,623
Jacques Nasser 2,497,363,841 237,571,957
Homer A. Neal 2,708,365,497 26,570,301
Jorma Ollila 2,710,564,809 24,370,989
Carl E. Reichardt 2,707,475,928 27,459,870
Robert E. Rubin 2,706,654,661 28,281,137
John L. Thornton 2,669,485,256 65,450,542
There were no broker non-votes with respect to the election of directors.
Proposal 2 Ratification of Selection of Independent Public Accountants.
A proposal to ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants to audit the books of account and other corporate records of
the Company for 2001 was adopted, with 2,683,209,617 votes cast for, 39,605,767
votes cast against, 12,120,414 votes abstained and 248,062,751 broker non-votes.
Proposal 3 Relating to the Company's Political Contributions. A
proposal requesting that the Company report on its political contributions in
the previous fiscal year was rejected, with 2,314,705,490 votes cast against,
108,489,376 votes cast for, 63,678,181 votes abstained and 248,062,751 broker
non-votes.
Proposal 4 Relating to Discontinuing Bonuses and Stock-Based Awards. A
proposal recommending that the Company discontinue bonuses, stock-based awards
and severance pay agreements for senior management was rejected, with
2,328,297,332 votes cast against, 128,200,443 votes cast for, 30,375,272 votes
abstained and 248,062,751 broker non-votes.
Proposal 5 Relating to Director Nominees Reporting to Shareholders in
the Proxy Statement. A proposal relating to requiring director nominees to
report to shareholders in the proxy statement was rejected, with 2,336,420,548
votes cast against, 117,288,709 votes cast for, 33,163,790 votes abstained and
248,062,751 broker non-votes.
Proposal 6 Relating to Appointing an Independent Committee to Evaluate
any Conflict of Interest Between Holders of Class B Stock and Holders of Common
Stock. A proposal recommending that the Company appoint an independent Committee
of the Board of Directors to evaluate any conflict of interest between holders
of Class B Stock and holders of common stock was rejected, with 2,065,284,760
votes cast against, 388,714,670 votes cast for, 32,873,617 votes abstained and
248,062,751 broker non-votes.
-19-
Supplemental Schedule
Ford Capital BV and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
For the Periods Ended June 30, 2001 and 2000
(in millions)
Second Quarter First Half
--------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited)
AUTOMOTIVE
- ----------
Sales $ 514 $ 498 $ 1,077 $ 1,010
Costs and expenses (Note 2)
Cost of sales (Note 3) 489 471 1,017 946
Selling, administrative and other expenses 26 23 54 53
------- ------- ------- -------
Total costs and expenses 515 494 1,071 999
Operating income (loss) (1) 4 6 11
Interest income 43 69 87 140
Interest expense 35 57 72 116
------- ------- ------- -------
Net interest income (expense) 8 12 15 24
Income before income taxes 7 16 21 35
Provision for income taxes 3 7 8 15
------- ------- ------- -------
Net income (loss) $ 4 $ 9 $ 13 $ 20
======= ======= ======= =======
The accompanying notes are part of the financial statements.
-20-
Ford Capital BV and Subsidiaries
CONSOLIDATED BALANCE SHEET
--------------------------
(in millions)
June,30 December 31,
2001 2000
--------------- ----------------
ASSETS
Cash and cash equivalents $ 46 $ 18
Receivables 30 55
Notes receivable, affiliate 468 411
Inventories 41 41
Deferred income taxes 29 24
Other current assets 30 28
------ ------
Total current assets 644 577
Notes receivable, affiliate 1,113 1,391
Net property 13 14
Other assets 140 104
------ ------
Total assets $1,910 $2,086
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade payables $ 70 $ 63
Payables, affiliate and other 102 71
Accrued liabilities 206 156
Income taxes payable 29 31
Debt payable within one year 743 567
------ ------
Total current liabilities 1,150 888
Long-term debt 500 900
Deferred tax liability 10 16
Other liabilities 9 10
------ ------
Total liabilities 1,669 1,814
Minority interests 1 1
Stockholders' equity
Capital stock, 255,140 shares issued with a par value of $593 and
623,392 shares issued with a par value of $133 each. 236 236
Capital in excess of par value of stock 72 72
Accumulated other comprehensive income (Notes 2 and 3) (59) (15)
Accumulated deficit (9) (22)
------ ------
Total stockholders' equity 240 271
------ ------
Total liabilities and stockholders' equity $1,910 $2,086
====== ======
- - - - - -
The accompanying notes are part of the financial statements.
-21-
Ford Capital BV and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
For the Periods Ended June 30, 2001 and 2000
(in millions)
First Quarter
--------------------------------
2001 2000
--------------- ---------------
Cash and cash equivalents at January 1 $ 18 $ 49
Cash flows from operating activities 34 22
Cash flows from investing activities
Changes in notes receivable 222 68
Other (3) (1)
----- -----
Net cash (used in)/provided by investing activities 219 67
Cash flows from financing activities
Changes in short term debt 27 -
Principal payments on other debt (250) (119)
----- -----
Net cash (used in)/provided by financing activities (223) (119)
Effect of exchange rate changes on cash (2) 2
Net increase/(decrease) in cash and cash equivalents 28 (28)
----- -----
Cash and cash equivalents at March 31 $ 46 $ 21
===== =====
The accompanying notes are part of the financial statements.
-22-
Ford Capital BV and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Financial Statements - The financial data presented herein are unaudited,
but in the opinion of management reflect those adjustments necessary for a fair
presentation of such information. Results for interim periods should not be
considered indicative of results for a full year. Reference should be made to
the financial statements contained in the Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 2000. For purposes of this report,
"the Company" or similar references mean Ford Capital BV and its majority owned
subsidiaries unless the context requires otherwise. Certain amounts for prior
periods were reclassified, if required, to conform to present period
presentation.
2. SFAS 133 - Ford Capital BV adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138
on January 1, 2001. For further discussion on SFAS No. 133, refer to Note 3 in
Form 10-Q for the quarterly period ended March 31, 2001.
SFAS No. 133 has resulted in no adjustments to income. The impact to
stockholders' equity for the second quarter and six months ended 2001 (including
transition adjustment), was a $39 million and $16 million reduction,
respectively. SFAS No. 133 adjustments are recorded in accumulated other
comprehensive income, a separate component of stockholders equity.
3. Comprehensive Income - Other comprehensive income primarily reflects foreign
currency translation adjustments and adjustments related to SFAS 133 (Note 2).
Total comprehensive income is summarized as follows (in millions):
First Half
-----------------------------------
2001 2000
----------------- ----------------
Net income $ 13 $ 20
Other comprehensive income (44) 9
----- ----
Total comprehensive income $(31) $ 29
==== ====
-23-
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
--------
Please refer to the Exhibit Index on Page 25.
(b) Reports on Form 8-K
-------------------
The Registrant filed the following Current Reports on Form 8-K during
the quarter ended June 30, 2001:
Current Report on Form 8-K dated April 3, 2001 included information
relating to Ford's North American Production and Overseas Sales
schedule.
Current Report on Form 8-K dated April 19, 2001 included information
relating to Ford's first quarter 2001 financial results.
Current Report on Form 8-K dated May 1, 2001 included information
relating to Ford's North American Production and Overseas Sales
schedule.
Current Report on Form 8-K dated May 23, 2001 included information
relating to Ford's Firestone tire replacement action and its impact
on Ford's full year milestones.
Current Report on Form 8-K dated June 1, 2001 included information
relating to Ford's North American Production and Overseas Sales
schedule.
Current Report on Form 8-K dated June 12, 2001 included information
relating to Ford's North American Production and Overseas Sales
schedule.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORD MOTOR COMPANY
-------------------------------
(Registrant)
Date: July 26, 2001 By:/s/Henry D. G. Wallace
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Henry D. G. Wallace
Chief Financial Officer
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EXHIBIT INDEX
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Designation Description
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Exhibit 12 Ford Motor Company and Subsidiaries Calculation of Ratio of
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
Exhibit 15 Letter of PricewaterhouseCoopers LLP, Independent
Accountants, dated July 24, 2001, relating to Financial
Information.
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