Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - FORD MOTOR CO | a6346267ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - FORD MOTOR CO | a6346267ex99-2.htm |
UNITED STATES
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: June 30, 2010
(Date of earliest event reported)
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
1-3950
|
38-0549190
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
One American Road, Dearborn, Michigan
|
48126
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code 313-322-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
- 2 -
Item 8.01. Other Events.
Our news release dated June 30, 2010 concerning Ford’s debt reduction actions and the reinstatement of quarterly distributions on the 6.50% Cumulative Convertible Trust Preferred Securities of Ford Motor Company Capital Trust II (the “Trust Preferred Securities”), filed as Exhibit 99.1 to this Report, is incorporated by reference herein. The record date for payment of distributions to the record holder of the Trust Preferred Securities is June 30, 2010 for the distribution payable on July 15, 2010. The New York Stock Exchange, in accordance with its procedures, has established July 1, 2010 as the “ex” date for the July 15, 2010 distribution. This means that trades in the Trust Preferred Securities on June 28, 29 and 30, 2010 (the “due bill period”) have a due bill attached for the distribution payable on July 15, 2010. Beneficial holders who purchased these securities during the due bill period are entitled to receive this distribution, and sellers during the due bill period are not entitled to the distribution. Beneficial holders who enter into trades to purchase Trust Preferred Securities on or after July 1, 2010 will not be entitled to the distribution payable on July 15, 2010.
Our news release dated July 1, 2010 concerning U.S. retail sales of Ford vehicles in June 2010, filed as Exhibit 99.2 to this Report, is incorporated by reference herein.
Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:
|
·
|
Further declines in industry sales volume, particularly in the United States or Europe, due to financial crisis, deepening recession, geo-political events, or other factors;
|
|
·
|
Decline in market share;
|
|
·
|
Lower-than-anticipated market acceptance of new or existing products;
|
|
·
|
An increase in or acceleration of market shift beyond our current planning assumptions from sales of trucks, medium- and large-sized utilities, or other more profitable vehicles, particularly in the United States;
|
|
·
|
A return to elevated gasoline prices, as well as the potential for volatile prices or reduced availability;
|
|
·
|
Continued or increased price competition resulting from industry overcapacity, currency fluctuations, or other factors;
|
|
·
|
Adverse effects from the bankruptcy, insolvency, or government-funded restructuring of, change in ownership or control of, or alliances entered into by a major competitor;
|
|
·
|
A prolonged disruption of the debt and securitization markets;
|
|
·
|
Fluctuations in foreign currency exchange rates, commodity prices, and interest rates;
|
|
·
|
Economic distress of suppliers that may require us to provide substantial financial support or take other measures to ensure supplies of components or materials and could increase our costs, affect our liquidity, or cause production disruptions;
|
|
·
|
Single-source supply of components or materials;
|
|
·
|
Labor or other constraints on our ability to restructure our business;
|
|
·
|
Work stoppages at Ford or supplier facilities or other interruptions of production;
|
|
·
|
Substantial pension and postretirement health care and life insurance liabilities impairing our liquidity or financial condition;
|
|
·
|
Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates or investment returns);
|
|
·
|
Restriction on use of tax attributes from tax law “ownership change;”
|
|
·
|
The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, or increased warranty costs;
|
|
·
|
Increased safety, emissions, fuel economy, or other regulation resulting in higher costs, cash expenditures, and/or sales restrictions;
|
- 3 -
|
·
|
Unusual or significant litigation or governmental investigations arising out of alleged defects in our products, perceived environmental impacts, or otherwise;
|
|
·
|
A change in our requirements for parts or materials where we have long-term supply arrangements that commit us to purchase minimum or fixed quantities of certain parts or materials, or to pay a minimum amount to the seller (“take-or-pay” contracts);
|
|
·
|
Adverse effects on our results from a decrease in or cessation of government incentives related to capital investments;
|
|
·
|
Adverse effects on our operations resulting from certain geo-political or other events;
|
|
·
|
Substantial levels of Automotive indebtedness adversely affecting our financial condition or preventing us from fulfilling our debt obligations (which may grow because we are able to incur substantially more debt, including additional secured debt);
|
|
·
|
Failure of financial institutions to fulfill commitments under committed credit facilities;
|
|
·
|
Inability of Ford Credit to obtain competitive funding;
|
|
·
|
Inability of Ford Credit to access debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts due to credit rating downgrades, market volatility, market disruption, or other factors;
|
|
·
|
Higher-than-expected credit losses;
|
|
·
|
Increased competition from banks or other financial institutions seeking to increase their share of financing Ford vehicles;
|
|
·
|
Collection and servicing problems related to finance receivables and net investment in operating leases;
|
|
·
|
Lower-than-anticipated residual values or higher-than-expected return volumes for leased vehicles;
|
|
·
|
New or increased credit, consumer, or data protection or other laws or regulations resulting in higher costs and/or additional financing restrictions; and
|
|
·
|
Inability to implement our One Ford plan.
|
We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. For additional discussion of these risks, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
|
Designation
|
Description
|
Method of Filing
|
|
Exhibit 99.1
|
News release dated June 30, 2010 concerning
|
Filed with this Report
|
|
debt reduction actions and reinstatement of
|
||
|
distributions on Trust Preferred Securities
|
||
|
Exhibit 99.2
|
News release dated July 1, 2010 concerning
|
Filed with this Report
|
|
June U.S. retail sales
|
||
- 4 -
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 hereunto duly authorized.
|
FORD MOTOR COMPANY
|
||
|
(Registrant)
|
||
|
Date: July 1, 2010
|
By:
|
/s/ Louis J. Ghilardi
|
|
Louis J. Ghilardi
|
||
|
Assistant Secretary
|
- 5 -
EXHIBIT INDEX
|
Designation
|
Description
|
|
Exhibit 99.1
|
News release dated June 30, 2010 concerning debt reduction actions and
|
|
reinstatement of distributions on Trust Preferred Securities
|
|
|
Exhibit 99.2
|
News release dated July 1, 2010 concerning June U.S. retail sales
|