SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
______ SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to ________________
Commission file number 1-3950
FORD MICROELECTRONICS, INC.
SALARIED RETIREMENT SAVINGS PLAN
(Full title of the plan)
FORD MOTOR COMPANY
One American Road
Dearborn, Michigan 48126
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
<PAGE>
-2-
Required Information
--------------------
Financial Statements
--------------------
Statement of Net Assets Available for Benefits, as of December 31, 1999
and 1998.
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999.
Schedule I - Schedule of Assets Held for Investment Purposes as of
December 31, 1999.
Schedule II - Reportable Transactions for the Year Ended December 31, 1999.
Exhibit
-------
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP Filed with this Report.
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Ford Microelectronics, Inc. Salaried Retirement Savings Plan Committee has duly
caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
FORD MICROELECTRONICS, INC.
By: /s/Thomas J. Lombardi
-----------------------------------------
Thomas J. Lombardi, Chairman
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan Committee
June 28, 2000
<PAGE>
-3-
EXHIBIT INDEX
Sequential
Page Number
Designation Description at Which Found
----------- ----------- --------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP
<PAGE>
Ford Microelectrics, Inc.
Salaried Retirement Savings Plan
Report on Audit of Financial Statements and
Supplemental Schedules
For the Years Ended December 31, 1999 and 1998
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Contents
-------------------------------------------------------------------------------
Page(s)
Report of Independent Accountants.............................................2
Financial Statements
Statement of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998...................................................3
Statement of Changes in Net Assets Available for Plan
Benefits with Fund Information for the Year Ended
December 31, 1999............................................................4
Notes to Financial Statements..............................................5-11
Supplemental Schedules
Form 5500, Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes as of December 31, 1999.................................12
Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions
for the Year Ended December 31, 1999.....................................13-14
1
<PAGE>
Report of Independent Accountants
To the Boards of Directors of
Ford Motor Company and
Ford Microelectronics, Inc.
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits with
fund information present fairly, in all material respects, the net assets
available for benefits of the Ford Microelectronics, Inc. Salaried Retirement
Savings Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net
assets available for benefits for the year ended December31, 1999 in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Employee Retirement Income Security Act of 1974
("ERISA"). The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects in relation to the basic
financial statements taken as a whole.
May 12, 2000
2
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
(in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets
Investments, at fair value $ 35,472 $ 31,692
Participant notes receivable 519 590
-------- --------
Net assets available for benefits $ 35,991 $ 32,282
-------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
(in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Participant-directed
---------------------------------------------------------------------------------------------------------
Ford Schwab
Company Associates Ultra Vista Equity Internation Strategic Strategic Premium Personal
Stock Stock Investors Investors Income Value Growth Moderate Aggressive Bond Choice
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets at fair
value January 1, 1999 $10,984 $3,933 $3,259 $ 778 $1,282 $2,268 $1,136 $ 111 $ 501 $ 539 $ 511
Additions
Participant 153 293 89 109 120 144 24 47 16
contributions
Company contributions 140 286 86 99 111 108 25 48 15
Participant notes -
principal repayments 95 72 14 14 20 20 5 16 15
Participant notes -
interest repayments 6 11 4 3 3 3 1 2 1
Dividend and interest
income 362 156 114 107 154 105 7 35 28 348
Net appreciation in
fair value of
investments 1,321 1,216 835 23 161
Transfers in 4,483 913 2,858 2,384 140 361 636 37 198 685 1,233
Total additions 5,239 913 4,997 3,907 472 769 1,851 122 507 760 1,581
Deductions
Distributions 802 236 458 95 42 70 58 6 45 53
Loans to participants 50 4 44 14 17 20 16 13 27 7
Net depreciation in
value of investments 911 1,072 115 190 33
Transfers out 5,157 1,715 2,501 1,719 647 923 561 49 108 802 49
Total deductions 6,920 3,027 3,003 1,828 821 1,203 635 68 180 895 49
Net assets at fair value $9,303 $1,819 $5,253 $2,857 $933 $1,834 $2,352 $ 165 $ 828 $ 404 $2,043
</TABLE>
<TABLE>
<CAPTION>
Participant-directed
---------------------------------------------------------------------------------------------------------
U.S.
Prime Small Income
Money GNMA Company Growth Participant
Market Fund Fund Fund notes Total
<S> <C> <C> <C> <C> <C> <C>
Net assets at fair value
January 1, 1999 $2,105 $ 261 $ 58 $3,966 $ 590 $32,282
Additions
Participant 71 17 29 317 1,429
contributions
Company contributions 75 16 17 277 1,303
principal repayments 18 1 3 65 (358) -
Participant notes -
interest repayments 4 1 9 (48) -
Dividend and interest
income 132 16 54 1,618
Net appreciation in
fair value of
investments 53 630 4,239
Transfers in 6,221 26 73 1,855 22,103
Total additions 6,521 76 176 3,207 (406) 30,692
Deductions
Distributions 176 7 2 433 2,483
Loans to participants 46 13 1 63 (335) -
Net depreciation in
value of investments 14 2,335
Transfers out 5,176 51 60 2,647 22,165
Total deductions 5,398 85 63 3,143 (335) 26,983
Net assets at fair value $3,228 $ 252 $ 171 $4,030 $ 519 $35,991
</TABLE>
4
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Ford Microelectronics, Inc. (the
"Company") Salaried Retirement Savings Plan (the "Plan") provides only
general information. Participants should refer to the Plan agreement for a
more comprehensive description of the Plan's provisions.
General
The Plan is a defined-contribution plan established to encourage and
facilitate systematic savings and investment by eligible salaried employees
and to provide them with an opportunity to become stockholders of Ford
Motor Company ("Ford"). It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Eligibility
With certain exceptions, regular full-time salaried employees are eligible
to participate in the contributory portion of the Plan at date of hire. All
full-time employees are eligible to participate in the employer
discretionary portion of the Plan. Participation in the Plan is voluntary.
Contributions
Under the Plan and subject to limits imposed by the Internal Revenue Code,
participants may defer up to 15% in pre-tax contributions and 10% in
post-tax contributions. The Company match is at the rate of 100% of the
first 3% of the participants' base salaries contributed and at the rate of
$.60 for each dollar of the next 7% of participants' base salaries
contributed. The Company may also contribute an additional amount
determined at the discretion of the Company, in cash. For the years ended
December 31, 1999 and 1998, the Company made discretionary contributions of
3% for each regular active employee with covered compensation. These
contributions were made bi-weekly in 1999 and 1998.
Participant accounts
Each participant's account is credited with the participant's contribution
and allocations of the Company's contributions and Plan earnings.
Administrative expenses are paid primarily by the Company. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is
based on years of continuous service. A participant is 100% vested after
five years of credited service. A participant becomes fully vested in
Company matching contributions automatically upon attainment of normal
retirement age, retirement due to disability, death, or partial plan
termination. Participants are entitled to receive the full amount of vested
funds when their employment is terminated.
5
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan (continued)
Investments options
Upon enrollment in the Plan, a participant may direct employee and Company
matching and discretionary contributions in any of the investment options.
As of December 31, 1999, participants have the following investment
options:
Ford Motor Company Stock Fund - Invests primarily in shares of Ford Motor
Company common stock with a small portion of short-term liquid investments
for liquidity purposes.
Associates First Capital Corporation (the "Associates") Stock Fund - A
"sell-only" fund consisting primarily of shares of the Associates' common
stock with a small portion of short-term liquid investments for liquidity
purposes, and after December 31, 1999 will be closed. No contributions or
transfers by Plan participants may be made to this fund. Future cash
dividends paid on the Associates stock held in the Associates Stock Fund
will be credited to participants' accounts in the Ford Stock Fund and
invested in shares of Ford Common Stock.
Ultra Fund - Invests in stocks of companies with accelerating earnings and
revenue trends. The objective of the fund is to seek capital growth over
time.
Vista Fund - Invests in medium-sized and smaller companies, with an
emphasis on smaller firms. The objective of the fund is to seek capital
growth over time.
Equity Income Fund - Invests primarily in companies with favorable
dividend-paying history, dividend-paying ability and capital appreciation
potential. The objective of the fund is to seek current income with capital
appreciation as a secondary objective.
Value Fund - Invests primarily in stocks of well-established companies that
are believed to be undervalued at the time of purchase. The objective of
the fund is to seek capital growth over time.
International Growth Fund - Invests in a diversified international
portfolio with the majority of investments in developing markets. The
objective of the fund is to seek capital growth over time.
Strategic Conservative Fund - Invests in a diversified portfolio of bonds,
money market securities and stocks. The fund's investment objective is to
obtain as high a level of total return as is consistent with the fund's
asset mix.
Strategic Moderate Fund - Invests in equity securities, but maintains a
sizable stake in bonds and money market securities. The objective of the
fund is to seek high levels of total return (capital appreciation plus
income) as is consistent with its risk profile.
6
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan (continued)
Strategic Aggressive Fund - Invests in a diversified portfolio of stocks,
bonds and money market securities and seeks a high level of total return.
The objective of the fund is to seek high levels of total return (capital
appreciation plus income) as is consistent with its risk profile.
Premium Bond Fund - Invests in longer-term bonds and other debt
instruments. The objective of the fund is to seek high levels of current
income.
Schwab Personal Choice Fund - Allows participants to invest in mutual
funds, listed and over-the-counter stocks, certificates of deposits, money
market funds and federally backed investments and bonds at the participants
discretion.
Prime Money Market Fund - Invests in high-quality U.S. dollar-denominated
money market instruments and other short-term obligations of banks,
governments and corporations. The objective of the fund is to seek the
highest level of current income consistent with preservation of capital.
GNMA Fund - Invests in mortgage-backed Ginnie Mae certificates. The
objective of the fund is to provide a high level of current income
consistent with safety of principal and investment liquidity.
U.S. Small Company Fund - Invests primarily in small and medium U.S.
companies that are ranked as the most undervalued. The objective of the
fund is to provide a high total return from a portfolio of small company
stocks.
Income & Growth Fund - Invests primarily in larger-sized companies and
targets stocks with a higher expected dividend yield and higher overall
return potential. The objective of the fund is to provide dividend growth,
current income and capital appreciation by investing in common stocks.
Participant notes receivable Participants may borrow from their fund
accounts a minimum of $1,000 and to a maximum equal to the lesser of
$50,000 or 50% of their account balance. Loan transactions are treated as a
transfer to/from the investment fund from/to the Participant Notes fund.
Loan terms range from one to five years or up to ten years for the purchase
of a primary residence. The loans bear interest at a rate commensurate with
local prevailing rates. Interest rates range from 7.75 to 9.5%. Principal
and interest are paid ratably through bi-weekly payroll deductions.
Payment of benefits On termination of service due to death, disability,
retirement, or partial plan termination, a participant may elect to receive
all or part of participant's vested interest in his or her account as a
lump-sum distribution.
7
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan (continued)
Forfeitures The Plan permits the Company to use the funds forfeited by
participants to pay Plan administration expenses, and, to the extent not
used to pay such expenses, to reduce future Company contributions. As of
December 31, 1999 and 1998, $59,914 and $91,704 were forfeited by plan
participants and were available to pay future administrative expenses. To
the extent that forfeited funds are not available to pay Plan
administrative expenses, the Company pays such expenses.
Investment participation The number of participants in each program at
December 31, 1999 is as follows:
Number of
Investment Fund participants
Ford Motor Company Stock Fund 285
Associates Stock Fund 209
Ultra Fund 217
Vista Fund 119
Equity Income Fund 110
Value Fund 122
International Growth Fund 121
Strategic Moderate Fund 33
Strategic Aggressive Fund 55
Premium Bond Fund 29
Schwab Personal Choice Fund 39
Prime Money Market Fund 153
GNMA Fund 29
U.S. Small Company Fund 19
Income & Growth Fund 196
2. Summary of Significant Accounting Policies
Basis of accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investment valuation and income recognition
All Plan investments are valued on the basis of established year-end quoted
market prices. Participant notes are carried at cost, which approximates
fair value. Purchases and sales of securities are recorded on a trade-date
basis. Gains and losses on sales of securities are based on average cost.
Dividend income is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis. The Plan presents in the statement of
changes in net assets available for benefits the net appreciation in the
fair value of its investments which consist of the realized gains and
losses and the unrealized appreciation and depreciation on those
investments.
8
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
Payment of benefits
Benefits are recorded when paid.
Contributions
Contributions from employees and the Company are recorded in the period
that payroll deductions are made from Plan participants.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
Risks and uncertainties
The Plan provides for various investment options in any combination of
either equity or fixed income investment securities. Investment securities
are exposed to various risks, such as interest rate, market and credit. Due
to the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the
near term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in all funds in
their accounts.
9
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
4. Asset Value Per Share
The number of shares and asset value per share at December 31, 1999 are
as follows:
<TABLE>
<CAPTION>
Number of Asset value
shares per share
<S> <C> <C>
Ford Motor Company Stock Fund 173,755 $ 53.31
Associates First Capital Corporation 66,158 27.44
Ultra Fund 114,750 45.78
Vista Fund 128,650 22.21
Equity Income Fund 166,557 5.60
Value Fund 334,152 5.49
International Growth Fund 157,135 14.97
Strategic Moderate Fund 22,743 7.26
Strategic Aggressive Fund 98,293 8.42
Premium Bond Fund 42,251 9.57
Schwab Personal Choice Fund 2,043,378 1.00
Prime Money Market Fund 3,228,154 1.00
GNMA Fund 24,876 10.14
U.S. Small Company Fund 5,442 31.40
Income & Growth Fund 118,341 34.05
</TABLE>
5. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated September 13, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code ("IRC"). Although the Plan has been subsequently amended, management
believes the Plan continues to be in accordance with the IRC.
6. Associates Spin-off
On March 2, 1998, the Board of Directors of Ford approved the spin-off of
all of Ford's 80.7% interest in the Associates First Capital Corporation
(the "Associates") by declaring a dividend on Ford's outstanding shares of
common and Class B stock. The spin-off dividend was payable on April 7,
1998 to stockholders of record on March 12, 1998.
Participants with assets in the Ford Motor Stock Fund under the Plan on the
distribution date received the stock dividend distribution. As a result, a
total of 53,198 shares of Associates Common Stock were received by the
trustee on behalf of Plan participants.
10
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
6. Associates Spin-off (continued)
In preparation for the spin-off, the Associates Stock Fund was created to
hold the Associates shares acquired under the Plan as a result of the
spin-off. Future cash dividends paid on the Associates stock held in the
Associates Stock Fund will be credited to participants' accounts in the
Ford Stock Fund and invested in shares of Ford Common Stock.
During the period between the record date and the distribution date,
participants' Ford Stock Fund account balances under the Plan reflected the
value of the Associates stock distribution.
The Associates Stock Fund is a "sell-only" fund and no contributions or
transfers by Plan participants may be made to this fund.
7. Subsequent Events
During April 2000, the Board of Directors of Ford approved the Value
Enhancement Plan. This plan allows Ford shareholders to exchange their
current Ford common and Class B shares for new Ford common and Class B
shares. In addition, shareholders will have the right to receive either $20
cash per share or the equivalent value in new Ford common shares or a
combination of cash and new Ford shares. The total cash distribution will
be limited to $10 billion. This action is subject to review by the
Securities and Exchange Commission and shareholder approval. This plan is
expected to be completed during the summer of 2000.
In addition, during April 2000, the Board of Directors of Ford also
approved an independence plan for Visteon Corporation whereby the Company
will distribute its 100% interest in Visteon to Ford common and Class B
shareholders. Shareholders will receive a distribution of Visteon stock on
June 28, 2000 based on the number of Ford shares they own and the total
number of Ford shares outstanding on June 12, 2000.
On June 26, 2000, Intel Corp. acquired most of the assets of the Company,
which is a wholly owned subsidiary of Visteon. Formerly a subsidiary of
Ford, Visteon currently absorbs all of the Company's output. Under the
terms of the agreement, Visteon will keep the Company's name and the rights
to the current product line. Therefore, this agreement is not considered a
complete acquisition.
11
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Form 550, Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of issuer, Description of investment, including
borrower, lessor or maturity date, rate of interest, collateral, Current
similar party par of maturity value Cost value
<S> <C> <C> <C> <C>
* Ford Motor Company Ford Motor Company Common Stock,
173,755 shares $ 4,818,814 $ 9,302,518
Associates First Capital Corporation,
66,158 shares 1,197,244 1,818,867
* American Century
Services Corporation Ultra Fund, 114,750 shares 3,892,261 5,253,222
Vista Fund, 128,650 shares 1,969,077 2,857,322
Equity Income Fund, 166,557 shares 1,073,823 932,719
Value Fund, 334,152 shares 2,196,148 1,834,494
International Growth Fund, 157,135 shares 1,482,154 2,352,317
Strategic Moderated Fund, 22,743 shares 137,744 165,115
Strategic Aggressive Fund, 98,293 shares 638,954 827,631
Premium Bond fund, 42,251 shares 426,309 404,345
Schwab Personal Choice Fund, 2,043,378 shares 2,043,378 2,043,378
Prime Money Market Fund, 3,228,154 shares 3,228,154 3,228,154
GNMA Fund, 24876 shares 262,374 252,242
U.S. Small Company Fund, 5,442 shares 118,685 170,876
Income & Growth Fund, 118,341 shares 3,067,699 4,029,500
* Participant notes 7.75% to 9.50% interest rate generally maturing
from 1-8 years 518,675
----------- -----------
Total $26,552,818 $35,991,375
----------- -----------
</TABLE>
*Party-in-interest to the Plan.
12
<PAGE>
Ford Microelectronics, Inc.
Salaried Retirement Savings Plan
Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 1999
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)(1) (g) (h) (i)
Description of asset (including Current
interest rate and maturity Purchase Selling Lease Expense Cost value Net gain
Identity of party in case of a loan) price price rental incurred of asset of asset or (loss)
<S> <C>
Reporting
Criterion I Single transaction in excess of 5%
of current value of plan assets.
None.
Reporting
Criterion II Series of transactions in other
securities in excess of 5% of
current value of plan assets.
None.
Reporting
Criterion III Series of transactions in
in excess of 5% of current value
plan assets.
None.
Reporting
Criterion IV Single transactions with
entity in excess of 5% of
current value of plan assets.
None.
</TABLE>
(1) Information regarding expenses incurred with each transaction was not
available for the trustee.
*Party-in-interest to
the Plan.
