Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report December 22, 2003
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(Date of earliest event reported)
FORD MOTOR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-3950 38-0549190
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(Commission File Number) (IRS Employer Identification No.)
One American Road, Dearborn, Michigan 48126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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Item 5. Other Events.
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Our news release dated December 22, 2003, concerning new agreements with
Visteon and an increase in our full-year 2003 earnings guidance, filed as
Exhibit 20 to this Report, is incorporated by reference herein.
Ford Motor Company conducted a conference call at 9:00 a.m. on December 22,
2003 to review the new agreements and its increase in full-year 2003 earnings
guidance. The conference call was hosted by Don Leclair, Ford's Group Vice
President and Chief Financial Officer. Investors can access replays of the
conference call by visiting one of the following web sites:
www.shareholder.ford.com or www.streetevents.com or by dialing 888-286-8010
(617-801-6888 for international dial-in), passcode 36338027.
Exhibit 20 to this Report includes, among other things, an increase to
Ford's full-year 2003 earnings guidance excluding special items, which guidance
constitutes a "non-GAAP financial measure" as defined in Item 10 of Regulation
S-K of the Securities Exchange Act of 1934, as amended. Exhibit 20 indicates
that Ford is increasing its full-year 2003 guidance from $0.95-to-$1.05 per
share to $1.05-to-$1.10 per share, in each case from continuing operations,
excluding special items. The most directly comparable financial measure
calculated and presented in accordance with GAAP to earnings per share excluding
special items is net income per share. Page 5 of Exhibit 20 contains a
reconciliation of our earnings per share guidance excluding special items and
such guidance on a net income per share basis. On a net income basis, our
full-year 2003 earnings guidance is $0.18-to-$0.23 per share. We believe the
earnings per share excluding special items measure is useful to investors
because it excludes items that are not related to our ongoing operating
activities and, therefore, are not necessarily reflective of the operating
results of the company for the covered period. As a result, our guidance on an
earnings per share excluding special items basis provides investors with a more
relevant measure of the results generated by our operations. In addition, we
understand that many people in the investment community look to this measure
when tracking our results.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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EXHIBITS
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Designation Description Method of Filing
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Exhibit 20 News Release dated
December 22, 2003 Filed with this Report
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SIGNATURE
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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 on the date indicated.
FORD MOTOR COMPANY
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(Registrant)
Date: December 22, 2003 By: /s/Peter J. Sherry, Jr.
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Peter J. Sherry, Jr.
Secretary
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EXHIBIT INDEX
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Designation Description
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Exhibit 20 News Release dated December 22, 2003
Exhibit 20
Ford
NEWS
Contact:
Media:
Oscar Suris
1.313.595.4446
osuris@ford.com
Media:
Brenda Hines
1.313.337.2456
bhines1@ford.com
Investment Community:
Terry Huch
1.313.594.0613
fordir@ford.com
Shareholder Inquiries:
1.800.555.5259 or
1.313.845.8540
stockinfo@ford.com
Go to http://media.ford.com for news releases and high-resolution photographs.
FOR IMMEDIATE RELEASE
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FORD ANNOUNCES NEW AGREEMENTS WITH VISTEON,
INCREASES 2003 EARNINGS GUIDANCE
9 a.m. Conference Call Also to Cover New Contributions to Ford's Pension Funds
and VEBA, and Other 2003 Fourth-Quarter Special Items
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Visteon Agreements:
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o Deliver near-term price reductions and provide a basis for fully competitive
pricing to Ford over time.
o Build on the 2003 UAW-Ford negotiations that provided a framework for
competitive wages and benefits for Visteon's future UAW employees.
o Result in net pre-tax charge of about $1.6 billion to Ford's 2003
fourth-quarter financial results. This largely non-cash special charge
primarily reflects the transfer from Visteon of certain post-retirement
health care and life insurance benefit liabilities.
Other Fourth-Quarter Items:
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o Non-cash, pre-tax charges of about $150 million expected for the disposition
of several non-core businesses.
o New contributions of $1 billion to Ford's U.S. pension fund and $6 billion to
its Voluntary Employees' Beneficiary Association (VEBA) trust.
Earnings Guidance:
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o Increasing full-year 2003 earnings guidance from $0.95-to-$1.05 per share to
$1.05-to-$1.10 per share from continuing operations, excluding special items.
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DEARBORN, Mich., Dec. 22 - Ford Motor Company [NYSE: F] today announced it has
signed new agreements with Visteon Corporation -- its largest supplier and
former automotive components subsidiary -- that improve the competitiveness of
both companies.
The agreements primarily address pricing and sourcing arrangements between Ford
and Visteon, as well as costs related to approximately 20,000 UAW-represented
Ford employees working at Visteon. These employees were assigned to Visteon as
part of Visteon's June 2000 spin off from Ford.
"The agreements we signed with Visteon will enable our largest supplier to
deliver parts and components to Ford at more competitive prices," said Don
Leclair, Ford Motor Company's chief financial officer. "That's good business,
because our ability to compete relies, in part, on partnering with our
suppliers. With the UAW's strong support, we have laid the foundation for a
stronger Visteon, and, thus, a stronger Ford Motor Company."
The principal highlights of the agreements include:
Purchasing and Supply Elements (North America):
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o A payment of $150 million from Visteon to Ford on the automaker's 2003
purchases. This is in lieu of further price reductions for 2003. In addition,
Visteon has committed to a schedule of annual price reductions over the next
four years and other actions that should enable Visteon to achieve fully
competitive prices over time.
o All new Ford business sourced to Visteon will be at competitive prices and
terms. Ford will provide labor differential relief for UAW workers at
efficient manning levels.
o Ford agreed to look to Visteon first for new business at UAW-represented
Visteon plants. However, Ford can seek alternative sourcing solutions if
Visteon is not competitive.
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Cost-Sharing Elements:
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o Ford will assume about $1.65 billion of Visteon's total estimated $3 billion
post-retirement health care and life insurance benefit liabilities (OPEB)
related to UAW-represented Ford employees at Visteon.
o Visteon and Ford will share equally up to $200 million in costs to upgrade
Visteon's information and technology systems as it completes its separation
from Ford's IT systems.
Other Elements:
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o As job openings occur, Ford employees assigned to Visteon will return to Ford
over time. As agreed to in concept by the UAW (the final terms presently are
being negotiated between Visteon and the UAW), Visteon will fill future job
openings with UAW-represented workers earning Tier I UAW supplier-level wages.
o The timeframe for Visteon to fund its remaining post-retirement OPEB
liability - which begins in 2006 -- will be extended to 2049 from 2020.
o Visteon's contributions to potential profit-sharing payments for
UAW-represented Ford employees will be capped at $2,040 per employee.
o Ford and Visteon will share equally future Visteon capital investments for
select products. Payments from Ford to Visteon will be made over a seven-year
period for each investment.
o Ford will accelerate payment terms to Visteon over the next three years,
after which terms will return to normal.
o A Ford-Visteon governance council will be established to monitor the
relationship between the two companies, as well as manage
implementation of the agreements.
Financial Impact to Ford Motor Company:
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o A net pre-tax charge will be incurred in the 2003 fourth quarter of $1.6
billion, or $0.52 per share.
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o The charge includes approximately $1.65 billion of transferred OPEB liability
and $100 million of IT separation costs, offset partly by the $150 million
payment on 2003 Visteon purchases by Ford.
o The OPEB liability transfer will have minimal impact on Ford's near-term cash
flow, because the additional liability will not be fully due for about 50
years. Ford's health care expense will increase by about $100 million
annually, beginning in 2004.
Other Fourth Quarter Matters:
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o Ford will take a non-cash, pre-tax charge of approximately $150 million for
disposition of several non-core businesses. These operations are being "held
for sale." Additional charges of about $100-to-$150 million for disposition
of non-core businesses are anticipated during 2004.
o The fourth-quarter charge for our previously announced restructuring of Ford
Europe will be about $450 million. The remaining expected charges (about
$100-to-$150 million) associated with these restructuring actions will occur
in the first half of 2004.
o The effect of all fourth-quarter special items on earnings per share is
expected to be $0.72.
o Ford will contribute $1 billion to its U.S. pension funds and $6 billion
to its Voluntary Employees' Beneficiary Association (VEBA) trust. Of the
contribution to the VEBA trust, $2 billion will be set aside for long-term
investments.
Increased Earnings Guidance:
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o Excluding special items, the Company increased its full-year 2003 earnings
guidance from continuing operations from its $0.95-to-$1.05 per share range
to a new range of $1.05-to-$1.10 per share.
"The increase in our 2003 earnings outlook primarily reflects continued strong
cost savings, strong unit revenue from the new F-150 and other vehicles, and the
ongoing strength of Ford Motor Credit's operating results," Leclair said.
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Conference Call Scheduled
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Investors and media can hear Ford CFO Don Leclair discuss today's announcements
via conference call at 800-901-5217 (617-786-2964 for international dial-in) or
on the Internet at http://www.shareholder.ford.com. Supporting presentation
materials will be available at the same Internet address. The presentation will
begin at 9:00 a.m. EDT, Dec. 22.
Ford Motor Company, headquartered in Dearborn, Mich., is the world's second
largest automaker, with approximately 335,000 employees in 200 markets on six
continents. Its automotive brands include Aston Martin, Ford, Jaguar, Land
Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services
include Ford Credit, Quality Care and Hertz. Ford Motor Company celebrated its
100th anniversary on June 16, 2003.
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EARNINGS PER SHARE RECONCILIATION
ESTIMATED 2003
EARNINGS PER SHARE FULL YEAR
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From Continuing Operations, Excluding Special Items $1.05 - $1.10
Special Items (0.72)
Cumulative Effect of Accounting Changes (0.14)
Discontinued Operations (0.01)
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Net Income $0.18 - $0.23
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Statements included or incorporated by reference herein may constitute "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements involve a number of risks, uncertainties,
and other factors that could cause actual results to differ materially from
those stated, including, without limitation:
o greater price competition in the U.S. and Europe resulting from currency
fluctuations, industry overcapacity or other factors;
o a significant decline in industry sales, particularly in the U.S. or Europe,
resulting from slowing economic growth, geo-political events or other
factors;
o lower-than-anticipated market acceptance of new or existing products;
o work stoppages at key Ford or supplier facilities or other interruptions of
supplies;
o the discovery of defects in vehicles resulting in delays in new model
launches, recall campaigns or increased warranty costs;
o increased safety, emissions, fuel economy or other regulation resulting in
higher costs and/or sales restrictions;
o unusual or significant litigation or governmental investigations arising out
of alleged defects in our products or otherwise;
o worse-than-assumed economic and demographic experience for our
post-retirement benefit plans (e.g., investment returns, interest rates,
health care cost trends, benefit improvements);
o currency or commodity price fluctuations;
o a market shift from truck sales in the U.S.;
o economic difficulties in South America or Asia;
o reduced availability of or higher prices for fuel;
o labor or other constraints on our ability to restructure our business;
o a change in our requirements under long-term supply arrangements under which
we are obligated to purchase minimum quantities or pay minimum amounts;
o a further credit rating downgrade;
o inability to access debt or securitization markets around the world at
competitive rates or in sufficient amounts;
o higher-than-expected credit losses;
o lower-than-anticipated residual values for leased vehicles;
o increased price competition in the rental car industry and/or a general
decline in business or leisure travel due to terrorist attacks, act of war
or measures taken by governments in response thereto that negatively affect
the travel industry; and
o our inability to implement the Revitalization Plan.
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