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 EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 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 ---------------- 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) The American Road, Dearborn, Michigan 48121 - ---------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 ------------ 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 September 30, 1994, the Registrant had outstanding 1,017,050,068 shares of Common Stock and 70,852,076 shares of Class B Stock. Page 1 of 24 Exhibit index located on sequential page number 17 Ford Motor Company and Subsidiaries HIGHLIGHTS -------------- Third Quarter Nine Months ------------------- -------------------- 1994 1993 1994 1993 ------- -------- ------ --------- Worldwide factory sales of cars and trucks (in thousands) - - United States 1,004 859 3,213 2,883 - - Outside United States 522 447 1,788 1,630 ----- ----- ----- ----- Total 1,526 1,306 5,001 4,513 ===== ===== ===== ===== Sales and revenues (in millions) - - Automotive $24,926 $20,107 $79,371 $68,057 - - Financial Services 5,696 4,391 15,425 12,623 ------- ------- ------- ------- Total $30,622 $24,498 $94,796 $80,680 ======= ======= ======= ======= Net income (in millions) - - Automotive $ 601 $ 72 $ 2,739 643 - - Financial Services 523 391 1,000* 1,167 ------- ------- ------- ------- Total $ 1,124 $ 463 $ 3,739 $ 1,810 ======= ======= ======= ======= Capital expenditures (in millions) - - Automotive $ 2,426 $ 1,807 $ 5,906 $ 4,712 - - Financial Services 50 25 171 67 ------- ------- ------- ------- Total $ 2,476 $ 1,832 $ 6,077 $ 4,779 ======= ======= ======= ======= Stockholders' equity at September 30 - - Total (in millions) $19,985 $15,827 $19,985 $15,827 - - After-tax return on Common and Class B stockholders' equity 26.7% 12.7% 33.1% 17.8% Automotive cash, cash equivalents, and marketable securities at September 30 (in millions) $13,915 $ 9,284 $13,915 $ 9,284 Automotive debt at September 30 (in millions) $ 7,233 $ 7,887 $ 7,233 $ 7,887 Automotive after-tax return on sales 2.4% 0.4% 3.5% 1.0% Shares of Common and Class B Stock (in millions) - - Average number outstanding 1,014 988 1,006 984 - - Number outstanding at September 30 1,017 994 1,017 994 AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK AFTER PREFERRED STOCK DIVIDENDS Income - - Automotive $ 0.52 $ 0 $ 2.51 $ 0.43 - - Financial Services 0.52 0.40 0.99 1.19 ------- ------- ------- ------- Total $ 1.04 $ 0.40 $ 3.50 $ 1.62 ======= ======= ======= ======= Income assuming full dilution $ 0.93 $ 0.38 $ 3.13 $ 1.51 Cash dividends per share of Common and Class B Stock $ 0.225 $ 0.20 $ 0.65 $ 0.60 - - - - - - *Includes a loss of $440 million related to the disposition of Granite Managment Corporation (formerly First Nationwide Financial Corporation). Share data have been restated to reflect the 2-for-1 stock split that became effective June 6, 1994. -2- Ford Motor Company and Subsidiaries VEHICLE FACTORY SALES ---------------------- For the Periods Ended September 30, 1994 and 1993 Third Quarter Nine Months ------------------------- ------------------------- 1994 1993 1994 1993 --------- ---------- --------- --------- North America Cars - U.S. 479,272 439,394 1,539,903 1,491,815 - Canada 27,650 24,444 98,580 94,890 - Mexico 9,227 8,448 34,632 39,302 -------- -------- ---------- --------- Total cars 516,149 472,286 1,673,115 1,626,007 Trucks - U.S. 524,658 420,047 1,673,343 1,391,490 - Canada 36,186 25,256 114,288 84,135 - Mexico 11,223 8,414 30,709 28,979 -------- -------- ---------- --------- Total trucks 572,067 453,717 1,818,340 1,504,604 -------- -------- ---------- --------- Total North America 1,088,216 926,003 3,491,455 3,130,611 Outside North America Germany 199,963 182,691 721,979 638,653 Britain 110,107 88,352 346,927 323,793 Spain 60,986 24,896 224,688 163,205 Australia 31,641 34,066 92,242 93,226 Taiwan 18,006 26,638 69,428 94,980 Japan 8,694 12,910 25,596 42,080 Other countries 8,518 10,027 28,428 26,175 --------- -------- --------- --------- Total outside North America 437,915 379,580 1,509,288 1,382,112 --------- -------- --------- --------- Total worldwide vehicle factory sales 1,526,131 1,305,583 5,000,743 4,512,723 ========= ========= ========= ========= Includes units manufactured by other companies and sold by Ford. Factory sales are shown by source of manufacture, except within North America. In North America, U.S. sales include exports from Canada, Mexico, and Australia. Canadian sales include exports from the U.S. and Mexico. Mexican sales include exports from the U.S. and Canada. -3- Part I. Financial Information ------------------------------ Item 1. Financial Statements - ---------------------------- Ford Motor Company and Subsidiaries CONSOLIDATED STATEMENT OF INCOME -------------------------------- For the Periods Ended September 30, 1994 and 1993 (in millions) Third Quarter Nine Months ------------------------ -------------------------- 1994 1993 1994 1993 ---------- --------- ---------- --------- (unaudited) (unaudited) AUTOMOTIVE Sales $24,926 $20,107 $79,371 $68,057 Costs and expenses (Note 2) Costs of sales 22,745 19,263 71,094 63,526 Selling, administrative, and other expenses 1,192 1,086 3,763 3,481 ------- ------- ------- ------- Total costs and expenses 23,937 20,349 74,857 67,007 Operating income/(loss) 989 (242) 4,514 1,050 Interest income 126 127 417 413 Interest expense 190 214 529 650 ------- ------ ------- ------- Net interest expense (64) (87) (112) (237) Equity in net income of affiliated companies 84 133 193 144 Net expense from transactions with Financial Services 9 10 28 27 ------- ------ ------- ------- Income/(loss) before income taxes - Automotive 1,000 (206) 4,567 930 FINANCIAL SERVICES Revenues 5,696 4,391 15,425 12,623 Costs and expenses Interest expense 1,774 1,626 5,040 4,859 Operating and other expenses 1,245 807 3,292 2,342 Provision for credit and insurance losses 400 409 1,153 1,186 Depreciation 1,390 827 3,490 2,207 Loss on disposition of Granite Management (First Nationwide)(Note 4) - - 475 - ------ ------ ------- ------- Total costs and expenses 4,809 3,669 13,450 10,594 Net revenue from transactions with Automotive 9 10 28 27 ------ ------ ------- ------- Income before income taxes - Financial Services 896 732 2,003 2,056 ------ ------ ------- -------- TOTAL COMPANY Income before income taxes 1,896 526 6,570 2,986 Provision for income taxes (Note 5) 737 32 2,723 1,070 ------ ------ ------- -------- Income before minority interests 1,159 494 3,847 1,916 Minority interests in net income of subsidiaries 35 31 108 106 ------ ------ ------- -------- Net income 1,124 463 3,739 1,810 Preferred stock dividend requirements 72 72 216 216 ------ ------ ------- ------- Income attributable to Common and Class B Stock $ 1,052 $ 391 $ 3,523 $ 1,594 ======= ======= ======= ======= Average number of shares of Common and Class B Stock outstanding (Note 6) 1,014 988 1,006 984 AMOUNTS PER SHARE OF COMMON STOCK AND CLASS B STOCK AFTER PREFERRED STOCK DIVIDENDS Income $ 1.04 $ 0.40 $ 3.50 $ 1.62 ======= ======= ======= ======= Income assuming full dilution $ 0.93 $ 0.38 $ 3.13 $ 1.51 Cash dividends $ 0.225 $ 0.20 $ 0.65 $ 0.60 - - - - - - The accompanying notes are part of the financial statements. Share data have been restated to reflect the 2-for-1 stock split that became effective June 6, 1994. -4- Ford Motor Company and Subsidiaries CONSOLIDATED BALANCE SHEET --------------------------- (in millions) September 30, December 31, 1994 1993 ------------- ------------ (unaudited) ASSETS Automotive Cash and cash equivalents $ 7,193 $ 5,667 Marketable securities 6,722 4,085 -------- -------- Total cash, cash equivalents, and marketable securities 13,915 9,752 Receivables 2,552 2,302 Inventories (Note 3) 6,394 5,538 Deferred income taxes 2,781 2,830 Other current assets 1,499 1,226 Net current receivable from Financial Services 1,150 834 ---------- ------ Total current assets 28,291 22,482 Equity in net assets of affiliated companies 3,244 3,002 Net property 25,989 23,059 Deferred income taxes 4,992 5,427 Other assets 6,484 7,691 Net noncurrent receivable from Financial Services 81 76 ---------- ------ Total Automotive assets 69,081 61,737 Financial Services (Note 4) Cash and cash equivalents 2,042 2,555 Investments in securities 6,328 8,219 Net receivables and lease investments 124,832 119,535 Other assets 12,536 6,892 ------------ ---- Total Financial Services assets 145,738 137,201 ------------ ---- Total assets $214,819 $198,938 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Automotive Trade payables $ 10,954 $ 8,769 Other payables 2,212 1,976 Accrued liabilities 12,835 10,815 Income taxes payable 474 160 Debt payable within one year 96 932 ------------ ---- Total current liabilities 26,571 22,652 Long-term debt 7,137 7,084 Other liabilities 25,769 25,911 Deferred income taxes 1,009 1,089 ------------ ---- Total Automotive liabilities 60,486 56,736 Financial Services (Note 4) Payables 2,359 1,881 Debt 119,056 103,960 Deposit accounts 0 10,549 Deferred income taxes 2,891 2,287 Other liabilities and deferred income 7,152 5,583 Net payable to Automotive 1,231 910 ------------ ---- Total Financial Services liabilities 132,689 125,170 Preferred stockholders' equity in subsidiary companies 1,659 1,458 Stockholders' equity Capital stock Preferred Stock, par value $1.00 per share (aggregate liquidation preference of $3.4 billion) * * Common Stock, par value $1.00 per share (947 and 464 million shares issued) 947 464 Class B Stock, par value $1.00 per share (71 and 35 million shares issued) 71 35 Capital in excess of par value of stock 5,139 5,082 Foreign currency translation adjustments and other 268 (678) Minimum pension liability adjustment (381) (400) Earnings retained for use in business 13,941 11,071 ------------ ----------- Total stockholders' equity 19,985 15,574 ------------ ----------- Total liabilities and stockholders' equity $214,819 $198,938 ======== ======== - - - - - - *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 September 30, 1994 and 1993 (in millions) Nine Months 1994 Nine Months 1993 -------------------- ---------------------- Financial Financial Automotive Services Automotive Services ---------- -------- ---------- --------- (unaudited) (unaudited) Cash and cash equivalents at January 1 $ 5,667 $ 2,555 $ 3,504 $ 3,182 Cash flows from operating activities before securities trading 10,717 6,852 6,158 5,453 Net (purchases)/sales of trading securities (Note 7) (2,765) (18) - - -------- -------- -------- -------- Net cash flows from operating activities 7,952 6,834 6,158 5,453 Cash flows from investing activities Capital expenditures (5,906) (172) (4,711) (67) Proceeds from sale and leaseback of fixed assets 0 - 729 - Acquisitions of other companies - (426) - (336) Acquisitions of receivables and lease investments - (148,595) - (119,717) Collections of receivables and lease investments - 127,419 - 104,727 Acquisitions of daily rental vehicles, net of disposals - (1,013) - 0 Purchases of securities (Note 7) (116) (9,515) (66,511) (11,423) Sales of securities (Note 7) 252 8,970 66,073 10,114 Proceeds from sales of receivables - 2,526 - 4,207 Loans originated net of principal payments - (207) - (949) Investing activity with Financial Services 9 - (174) - Other 407 (328) (72) 230 ------ -------- ------- -------- Net cash used in investing activities (5,354) (21,341) (4,666) (13,214) Cash flows from financing activities Cash dividends (869) - (814) - Issuance of Common Stock 375 - 305 - Changes in short-term debt (795) 8,024 (356) 2,295 Proceeds from issuance of other debt 158 15,265 401 17,299 Principal payments on other debt (41) (10,262) (292) (10,257) Financing activity with Automotive - (9) - 174 Changes in customers' deposits, excluding interest credited - (422) - (3,505) Receipts from annuity contracts - 875 - 629 Redemption of Hertz common and preferred stock (Note 8) - (145) - - Issuance of subsidiary company preferred stock - 202 - 375 Other (20) (24) (142) 36 ------ ------ ------ ------- Net cash (used in)/provided by financing activities (1,192) 13,504 (898) 7,046 Effect of exchange rate changes on cash 441 169 120 125 Net transactions with Automotive/Financial Services (321) 321 (899) 899 ------ ------ ------ ------- Net increase/(decrease) in cash and cash equivalents 1,526 (513) (185) 309 ------ ------ ------ ------- Cash and cash equivalents at September 30 $ 7,193* $ 2,042 $ 3,319* $ 3,491 ======== ======== ======== ======== Total cash and cash equivalents $9,235 $6,810 ====== ====== - - - - - - *Automotive cash, cash equivalents, and marketable securities at September 30 were as follows (in millions): 1994 - $13,915; 1993 - $9,284 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 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 registrant's Annual Report on Form 10-K (the "10-K Report") for the year ended December 31, 1993. For purposes hereof, "Ford" or the "Company" means Ford Motor Company and its majority-owned subsidiaries unless the context requires otherwise. 2. Selected Automotive costs and expenses are summarized as follows (in millions): Third Quarter Nine Months -------------- ------------ 1994 1993 1994 1993 ------ ------ ------ ----- Depreciation $ 555 $ 592 $1,700 $1,809 Amortization 408 409 1,532 1,477 3. Inventories are summarized as follows (in millions): September 30, December 31, 1994 1993 -------------- ------------ Raw materials, work in process and supplies $3,050 $2,937 Finished products 3,344 2,601 ------ ------ Inventories - Automotive $6,394 $5,538 ====== ====== Inventories - U.S. Automotive $2,892 $2,575 4. Sale of Granite Savings Bank (formerly First Nationwide Bank) ------------------------------------------------------------- On April 14, 1994, an agreement was entered into between Granite Savings Bank (formerly First Nationwide Bank, a Federal Savings Bank)(the "Bank") and First Madison Bank, FSB ("First Madison") for the sale of substantially all of the Bank's assets to, and the assumption of substantially all of the Bank's liabilities by, First Madison. The Bank is a wholly-owned subsidiary of Granite Management Corporation (formerly First Nationwide Financial Corporation)("Granite"), which in turn is a wholly-owned subsidiary of Ford. The transaction was completed on September 30, 1994. The Company recognized in First Quarter 1994 earnings a pre-tax charge of $475 million and an after-tax charge of $440 million related to the disposition of Granite, reflecting the non-recovery of goodwill and reserves for estimated losses on assets to be retained or repurchased by Granite. These assets will be liquidated over time as market conditions permit. The tax effect of this transaction takes into account differences between the book and tax basis of certain assets for which deferred taxes were not required to be provided under Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". The Company's income statement includes the results of operations of Granite through March 31, 1994. The net assets of Granite at September 30, 1994 are included in the balance sheet under Financial Services - Other Assets. Historically, Granite (including the Bank) has not had a significant effect on Ford's operating results. -7- 5. Income Taxes ------------ On August 10, 1993 the Omnibus Budget Reconciliation Act of 1993 was enacted in the U.S. Among other changes, the Act increased the federal income tax rate for corporations by one percentage point to 35% effective January 1, 1993. Net income in the third quarter of 1993 included a reduction of $140 million in the provision for income taxes as a result of restating U.S. deferred tax balances. The favorable effect reflected the higher tax rate applied to net deferred tax assets in the U.S. 6. Stock Split ----------- On April 14, 1994, the Company's Board of Directors declared a 2-for-1 stock split in the form of a 100% stock dividend on the Company's Common Stock and Class B Stock. The stock split became effective June 6, 1994, and share data have been restated to reflect the 2-for-1 stock split. 7. Consolidated Statement of Cash Flows ------------------------------------ Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". Accordingly, the purchases and sales of trading securities are included in cash flows from operating activities. Financial statements for the prior period were not restated. 8. Acquisition of The Hertz Corporation ------------------------------------ On March 8, 1994, Ford purchased from Commerzbank Aktiengesellschaft, a German bank, additional shares of common stock of Hertz aggregating 5% of the total outstanding voting stock, thereby bringing Ford's ownership of the total voting stock of Hertz to 54% from 49%. On April 29, 1994, Ford acquired 20% of Hertz' common stock from Park Ridge Limited Partnership, and Hertz redeemed the common stock (26%) and preferred stock of Hertz owned by AB Volvo for $145 million; these transactions resulted in Hertz becoming a wholly-owned subsidiary of Ford. In addition, a $150 million subordinated promissory note of Hertz held by Ford Credit was exchanged for $150 million of preferred stock of Hertz. Hertz' earnings included in Financial Services results for the third quarter and nine months ended September 30, 1994 were $61 million and $88 million respectively, compared with $19 million and $22 million included in Automotive results for the same periods a year ago (reflecting Ford's prior equity interest in Hertz). -8- Coopers & Lybrand REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders Ford Motor Company We have reviewed the consolidated balance sheet of Ford Motor Company and Subsidiaries at September 30, 1994 and the related consolidated statement of income and condensed consolidated statement of cash flows for the period set forth in Form 10-Q for the quarter ended September 30, 1994. 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 financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet at December 31, 1993 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 1, 1994, we expressed an unqualified opinion on those consolidated financial statements. COOPERS & LYBRAND L.L.P. Detroit, Michigan October 26, 1994 -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------- RESULTS OF OPERATIONS: THIRD QUARTER 1994 COMPARED WITH THIRD QUARTER 1993 Overview - -------- Ford Motor Company earned $1,124 million, or $1.04 per share of Common and Class B Stock, in the third quarter of 1994. This compares with $463 million, or $0.40 per share, in the third quarter of 1993. Fully diluted earnings per share were $0.93 in the third quarter of 1994, compared with $0.38 a year ago. The Company's worldwide sales and revenues were $30.6 billion, up $6.1 billion from a year ago. Worldwide factory unit sales of cars and trucks were 1,526,000, up 220,000 units or 17%. Stockholders' equity was $20 billion at September 30, 1994. In August 1993, the Omnibus Budget Reconciliation Act was enacted in the United States. Ford's results in the third quarter of 1993 were favorably affected by a reduction of $140 million in the provision for income taxes to reflect restatement of deferred tax balances. On June 6, 1994, a 2-for-1 stock split in the form of a 100% stock dividend on the Company's outstanding Common and Class B stock became effective. Earnings per share for prior periods have been restated to reflect the stock split. Automotive Operations - --------------------- Ford's worldwide Automotive operations earned $601 million in the third quarter of 1994 on sales of $24.9 billion, compared with earnings of $72 million on sales of $20.1 billion a year ago. In the U.S., Ford's automotive operations earned $578 million, compared with $333 million a year ago. The improvement reflected higher unit volume (as a result of higher truck sales) and improved margins offset partially by the non-recurrence of the favorable one-time effect in 1993 of tax legislation in the U.S. ($171 million). In the third quarter of 1994, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 14.8 million units compared with 13.9 million in the third quarter of 1993. Ford's car market share was 21.0% in the third quarter of 1994, down 9/10 of a point from a year ago, reflecting primarily lower shares for Tempo and Topaz. Ford's truck share was 31.2%, equal to a year ago. Ford's combined car and truck share was 25.2%, down 5/10 of a point from a year ago. Outside the U.S., Automotive operations earned $23 million in the third quarter of 1994, compared with a loss of $261 million a year ago. The improvement reflected primarily higher unit volume in Europe, where Automotive operations (excluding Jaguar) earned $25 million in the third quarter of 1994, compared with a loss of $217 million a year ago. In the third quarter of 1994, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.1 million units, compared with 12.7 million a year ago. Ford's car share was 12.6% in the third quarter of 1994, up 2/10 of a point from a year ago. Ford's truck share was 14.3%, equal to a year ago. Ford and Volkswagen are conducting a joint study of their Autolatina joint venture, which has operations in Brazil and Argentina. Since it was formed in 1987, the joint venture has been a successful and profitable participant in these volatile markets. Recent industry volume growth in Brazil and Argentina, however, has resulted in somewhat lower Autolatina market shares -- primarily because of capacity limitations and increased competitive actions. The joint study is to determine how best to respond to protect the interests of both Ford and Volkswagen, but no agreement has been reached on a course of action. It is not known at this time what effect, if any, actions that may result from the joint study will have on Ford's future earnings. Historically, Autolatina has represented a significant portion of Ford's automotive earnings outside the U.S. and Europe. -10- Financial Services Operations - ----------------------------- The Company's Financial Services operations earned $523 million in the third quarter of 1994, compared with $391 million in the third quarter of 1993. The increase resulted primarily from improved results at Ford Credit, The Associates, and USL Capital, consolidation of results for Hertz, non-recurrence of losses at Granite Management Corporation (formerly First Nationwide) ("Granite") and non- recurrence of the one-time unfavorable effect in 1993 of tax legislation in the U.S. ($31 million). Ford Credit's consolidated net income was $315 million in the third quarter of 1994, compared with $275 million a year ago, and included income from its financing operations and its equity in the net income of affiliated companies, primarily Ford Holdings. Ford Credit's financing operations earned $254 million in the third quarter of 1994, compared with $222 million a year ago. The improvement reflected higher levels of earning assets, lower credit losses, and non-recurrence of the one-time adjustment in 1993 for increased U.S. tax rates, partially offset by lower net interest margins and the non-recurrence of a gain from the sale of receivables. In addition, international operations managed by Ford Credit earned $62 million in the third quarter of 1994, compared with $57 million a year ago. The Associates earned $151 million in the U.S. in the third quarter of 1994, compared with $121 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. In addition, international operations managed by The Associates earned $17 million in the third quarter of 1994, compared with $2 million a year ago. USL Capital earned $27 million in the third quarter of 1994, compared with $16 million a year ago. The increase reflected higher earning assets and lower operating costs. American Road earned $14 million in the third quarter of 1994, compared with $27 million in the same period in 1993. The decrease resulted primarily from reduced investment income. In the first half of 1994, Ford acquired the remaining common stock of Hertz, and Hertz became a wholly-owned subsidiary of Ford. Financial Services results included Hertz earnings of $61 million in the third quarter of 1994. Automotive results included Hertz earnings of $19 million a year ago (reflecting Ford's prior equity interest in Hertz). On April 14, 1994, an agreement was entered into for the sale of substantially all of the assets of Granite Savings Bank (formerly First Nationwide Bank) to First Madison Bank, referred to in the second through fourth paragraphs on page 10 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1994 (the "First Quarter 10-Q Report"). The transaction was completed on September 30, 1994. In the third quarter of 1993, Granite incurred a loss of $7 million. FIRST NINE MONTHS 1994 COMPARED WITH FIRST NINE MONTHS 1993 Overview - -------- Ford earned $3,739 million, or $3.50 per share of Common and Class B Stock, in the first nine months of 1994. Results included a charge to net income of $440 million related to the sale of Granite Savings Bank to First Madison Bank (discussed above). In the first nine months of 1993, the Company earned $1,810 million, or $1.62 per share, including the favorable one-time effect ($140 million) of tax legislation in the U.S. Fully diluted earnings per share were $3.13, compared with $1.51 a year ago. The Company's worldwide sales and revenues were $94.8 billion in the first nine months of 1994, up $14.1 billion from a year ago. Worldwide factory unit sales of cars and trucks were 5,001,000, up 488,000 or 11%. -11- Automotive Operations - --------------------- Ford's worldwide Automotive operations earned $2,739 million in the first nine months of 1994, compared with $643 million in first nine months of 1993. In the U.S., Ford's Automotive operations earned $2,320 million, compared with $813 million a year ago. The improvement reflected higher unit volume (as a result of higher industry sales) and improved margins. In the first nine months of 1994, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 15.2 million units, compared with 14 million a year ago. Ford's car share was 21.4% in the first nine months of 1994, down 8/10 of a point from a year ago. The decline from a year ago reflected lower shares for Tempo and Topaz. Ford's truck share was 30.2%, equal to a year ago. Ford's combined car and truck share was 25%, down 3/10 of a point. For the full year, Ford projects U.S. industry sales of about 15.5 million cars and trucks in 1994, compared with 14.2 million units in 1993. Outside the U.S., Automotive operations earned $419 million in the first nine months of 1994, compared with a loss of $170 million a year ago. The improvement reflected primarily higher unit volume, lower manufacturing costs, and improved margins in Europe. Ford's European Automotive operations (excluding Jaguar) earned $377 million in the first nine months of 1994, compared with a loss of $264 million a year ago. In the first nine months of 1994, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.2 million units, compared with 12.5 million units a year ago. Ford's car share was 12.0%, up 2/10 of a point from a year ago. Ford's truck share was 14.6%, equal to a year ago. For the full year, Ford projects European industry sales of about 13.3 million units in 1994, compared with 12.5 million units in 1993. Financial Services Operations - ----------------------------- The Company's Financial Services operations earned $1,000 million in the first nine months of 1994, compared with $1,167 million in the first nine months of 1993. The decline was more than explained by the charge to net income of $440 million related to the sale of Granite Savings Bank. Higher earnings at Ford Credit, The Associates, USL Capital, and the consolidation of results for Hertz were partial offsets. Ford Credit's consolidated net income was $982 million in the first nine months of 1994, compared with $896 million a year ago. Net income from financing operations was $816 million, compared with $756 million a year ago. The improvement reflected primarily the same factors as those described in the discussion of third quarter results of operations, as well as the one-time effect of the gain on sale of an interest in Manheim Auctions (an auto auction company). International operations managed by Ford Credit earned $175 million in the first nine months of 1994, compared with $154 million a year ago. The Associates earned $400 million in the U.S. in the first nine months of 1994 compared with $343 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. In addition, international operations managed by The Associates earned $56 million in the first nine months of 1994, compared with $22 million a year ago. USL Capital's net income in the first nine months of 1994 was $75 million, compared with $53 million a year ago. The increase reflected higher earning assets and lower operating costs. American Road earned $44 million in the first nine months of 1994, compared with $67 million a year ago. The decrease resulted primarily from reduced investment income, partially offset by improved underwriting experience in extended service plans. Hertz earnings of $88 million in the first nine months of 1994 were included in Financial Services results. Earnings of $22 million a year ago were included in Automotive results (reflecting Ford's prior equity interest). -12- Granite incurred a loss of $484 million in the first nine months of 1994, including a charge of $440 million related to the sale of Granite Savings Bank. Granite incurred a loss of $42 million in the first nine months of 1993. LIQUIDITY AND CAPITAL RESOURCES Automotive Operations - --------------------- Cash and marketable securities of the Company's Automotive operations were $13.9 billion at September 30, 1994, up $4.1 billion from December 31, 1993. The amount of cash and marketable securities is expected to decline during the fourth quarter because of normal new-model changeover and launch and higher capital spending (discussed below). The Company paid $869 million in cash dividends on its Common Stock, Class B Stock, and Preferred Stock during the first nine months of 1994. Automotive capital expenditures were $5.9 billion in the first nine months of 1994, compared with $4.7 billion a year ago. The rate of automotive capital spending is projected to increase during the fourth quarter as a result of increases in both product and non-product spending. The higher product spending reflects a record pace of new-model introductions, while non-product spending reflects efforts to improve efficiency and quality and increase capacity for selected components and vehicles. Automotive debt at September 30, 1994 totaled $7.2 billion, which was 26% of total capitalization (stockholders' equity and Automotive debt), compared with $7.9 billion, or 33% of total capitalization, at year-end 1993. The decrease in total debt is primarily the result of lower levels of short- term borrowings. At September 30, 1994, Ford had long-term contractually committed credit agreements in the U.S. under which $5.9 billion is available from various banks at least through June 30, 1999. The entire $5.9 billion may be used, at Ford's option, by either Ford or Ford Credit. As of September 30, 1994, these facilities were unused. Outside the U.S., Ford has additional long-term contractually committed credit-line facilities of approximately $2.5 billion. These facilities are available in varying amounts from 1994 through 1999; less than 1% was used at September 30, 1994. Financial Services Operations - ----------------------------- Financial Services' cash and investments in securities totaled $8.4 billion at September 30, 1994, down $2.4 billion from December 31, 1993. The decline reflected primarily the reclassification of Granite's net assets to "other assets" as a result of the sale. Net receivables and lease investments were $124.8 billion at September 30, 1994, up $5.3 billion from December 31, 1993. The increase reflected continued growth in earning assets at Ford Credit and The Associates, offset partially by the reclassification of Granite's net assets. Total debt was $119.1 billion at September 30, 1994, up $15.1 billion from December 31, 1993. The increase resulted from higher debt levels required to finance growth in earning assets at Ford Credit and The Associates, as well as the consolidation of Hertz; the reclassification of Granite's net assets was a partial offset. At September 30, 1994, Financial Services had approximately $33.3 billion of support facilities available for use in the U.S. (including $5.9 billion of Ford bank lines that may be used by Ford Credit at Ford's option), 98% of which were contractually committed; less than 1% of these facilities were in use at that date. An additional $20.5 billion of support facilities were available outside the U.S., 46% of which were contractually committed; approximately $6.1 billion of these support facilities were in use at September 30, 1994. -13- Other Financial Information - --------------------------- Coopers & Lybrand L.L.P., Ford's independent public accountants, performed a limited review of the financial data presented on pages 4 through 8 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, Coopers & Lybrand L.L.P. did not express an opinion on the aforementioned data. The financial data include any material adjustments or disclosures proposed by Coopers & Lybrand L.L.P. as a result of their review. Part II. Other Information --------------------------- Item 1. Legal Proceedings - -------------------------- Product Matters - --------------- With respect to the lawsuits for damages arising out of automobile accidents where plaintiffs claim that the injuries resulted from (or were aggravated by) alleged defects in the occupant restraint systems in vehicle lines of various model years, referred to in the third paragraph on page 27 of the 10-K Report, on page 13 of the First Quarter 10-Q Report and on page 14 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (the "Second Quarter 10-Q Report"), the damages specified by the plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $929 million at September 30, 1994. With respect to the lawsuits for damages involving the alleged propensity of Bronco II utility vehicles to roll over, referred to in the fourth paragraph on page 27 of the 10-K Report, on page 13 of the First Quarter 10-Q Report and on page 14 of the Second Quarter 10-Q Report, the damages specified by the plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $1.1 billion at September 30, 1994. With respect to the lawsuits for damages involving asbestos, referred to in the sixth paragraph on page 27 of the 10-K Report, on page 13 of the First Quarter 10-Q Report and on page 14 of the Second Quarter 10-Q Report, the damages specified by the plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $197 million at September 30, 1994. Other Matters - ------------- With respect to the private purported class action lawsuits seeking economic damages on behalf of Bronco II owners relating to the alleged propensity of such vehicles to roll over, referred to in the second paragraph on page 29 of the 10-K Report, a settlement has been reached, subject to final court approval. -14- Supplemental Schedule Ford Motor Company CONDENSED FINANCIAL INFORMATION OF SUBSIDIARY --------------------------------------------- FORD CAPITAL B.V. ----------------- (in millions) September 30, December 31, 1994 1993 ------------- ------------ (unaudited) Current assets $1,053 $ 919 Noncurrent assets 5,136 5,205 ------ ------ Total assets $6,189 $6,124 ====== ====== Current liabilities $ 471 $ 434 Noncurrent liabilities 5,161 5,245 Minority interests in net assets of subsidiaries 12 7 Stockholder's equity 545 438 ------ ------ Total liabilities and stockholder's equity $6,189 $6,124 ====== ====== Third Quarter Third Quarter Nine Months Nine Months 1994 1993 1994 1993 ------------- ------------- ----------- ----------- (unaudited) (unaudited) Sales and other revenue $543 $439 $1,746 $1,408 Operating income 40 27 137 29 Income before income taxes 18 24 114 28 Net income 13 20 91 18 Ford Capital B.V., a wholly-owned subsidiary of Ford Motor Company, was established on February 2, 1990 primarily for the purpose of raising funds through the issuance of commercial paper and debt securities. It also holds Ford Motor Company's ownership interest in Ford Nederland B.V. (Netherlands), Ford Motor Company (Belgium) N.V., Ford Motor Company A/S (Denmark), Ford Motor Norge A/S (Norway), Ford Poland S.A., and Ford (Poland) Distribution Sp. zo.o. Substantially all of the assets of Ford Capital B.V., other than its ownership interests in subsidiaries, represent receivables from Ford Motor Company or its consolidated subsidiaries. -15- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Please refer to the Exhibit Index on page 18. (b) Reports on Form 8-K. The Registrant filed the following Current Reports on Form 8-K during the quarter ended September 30, 1994: Current Report on Form 8-K dated July 27, 1994 included information relating to Ford's 1994 second quarter financial results. 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: November 3, 1994 By: /s/ M. L. Reichenstein M. L. Reichenstein Vice President - Controller, Ford Automotive Operations (principal accounting officer) -16- EXHIBIT INDEX ------------- Sequential Page Number Designation Description at Which Found - ----------- ----------------------------------------- -------------- Exhibit 11 Ford Motor Company and Subsidiaries 18 and 19 Computation of Primary and Fully Diluted Earnings Per Share in Accordance with Opinion 15 of the Accounting Principles Board Exhibit 12 Ford Motor Company and Subsidiaries 20 Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends Exhibit 15 Letter of Coopers & Lybrand, Independent 21 Public Accountants, dated October 31, 1994 relating to Financial Information Exhibit 27.1 Financial Data Schedule - Automotive 22 Segment Exhibit 27.2 Financial Data Schedule - Financial 23 Services Segment Exhibit 27.3 Financial Data Schedule - Conglomerate 24 Totals -17-