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 (Date of earliest event reported) April 15, 1999
----------------
FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
- ----------------------- ----------------------- -------------------
(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification No.)
The American Road, Dearborn, Michigan 48121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE>
<PAGE 2>
ITEM 5. Other Events.
The news release dated April 15, 1999 of Ford Motor Credit Company
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The news release dated April 15, 1999 of Ford Motor Company is filed
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by
reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 99.1 News release dated Filed with this Report.
April 15, 1999 of
Ford Motor Credit
Company with attachments.
Exhibit 99.2 News release dated Filed with this Report.
April 15, 1999 of
Ford Motor Company
with attachments.
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 on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: April 15, 1999 By:/s/R. P. Conrad
-----------------
R. P. Conrad
Assistant Secretary
<PAGE>
<PAGE 3>
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 99.1 News release dated
April 15, 1999 of
Ford Motor Credit
Company with
attachments.
Exhibit 99.2 News release dated
April 15, 1999 of
Ford Motor Company
with attachments.
Exhibit 99.1
Public Affairs, Ford Motor Credit Company, The American Road, P.O. Box 1732,
Dearborn, Michigan 48121
Telephone: 313/594-1096; Fax: 313/390-2453
Internet: http://media.ford.com
Media Information Center: 1/800/665-1515
Contact: Kristen Kinley or Della DiPietro
313-594-1096
IMMEDIATE RELEASE
FORD CREDIT EARNS $300 MILLION IN THE FIRST QUARTER, UP 8 PERCENT
DEARBORN, Mich., April 15, 1999 -- Ford Credit earned $300 million in the first
quarter of this year, up $22 million or 8 percent, from a year ago, Chairman and
Chief Executive Officer Philippe Paillart announced today.
Compared with the first quarter of 1998, the increase in earnings reflects
higher financing volumes, improved credit loss performance and lower taxes
offset partially by higher depreciation expense on leased vehicles.
"Our first quarter earnings improvement of 8 percent from 1998, puts us on track
for achieving our 1999 full-year earnings growth of 10 percent," said Paillart.
"We're pleased to see our customer base grow as we sharpen our focus on meeting
the consumer's financial needs."
Ford Credit's total finance receivables increased to $131.8 billion on March 31,
compared with $117.6 billion a year earlier.
As the world's largest automotive finance company, Ford Credit provides vehicle
financing in 36 countries for more than eight million customers and 11,000
automotive dealers.
# # #
4/15/99
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Credit Company and Consolidated Subsidiaries
OPERATING HIGHLIGHTS
First Quarter
1999 1998
<S> <C> <C>
Income (in Millions)
Income Before Income Taxes $ 498.9 $ 489.2
Net Income 299.8 277.8
Memo: Depreciation Expense 1,841.3 1,682.0
Market Share
Ford Retail & Lease United States 45.2 % 38.3 %
Europe 30.3 26.3
Ford Wholesale United States 83.0 % 79.5 %
Europe 94.8 94.9
Contract Volume - New and Used Retail/Lease (in Thousands)
United States 738 627
Europe 217 192
Other International 120 99
--- ----
Total Contract Volume 1,075 918
===== ===
Assets (in Millions)
Net Finance Receivables $ 96,814.7 $ 82,335.8
Net Investment in Operating Leases 35,004.7 35,299.1
-------- --------
Total Net Finance Receivables $ 131,819.4 $ 117,634.9
Other Assets 8,823.3 6,897.6
------- -------
Total Assets $ 140,642.7 $ 124,532.5
========= =========
Liabilities and Stockholder's Equity (in Millions)
Liabilities
Debt - Short Term $ 53,362.4 $ 48,798.9
Debt - Long Term 64,584.7 55,481.4
-------- --------
Total Debt $ 117,947.1 $ 104,280.3
Other Liabilities 11,413.9 9,878.0
-------- -------
Total Liabilities $ 129,361.0 $ 114,158.3
Minority Interests in Net Assets of Subsidiaries 385.2 497.8
Stockholder's Equity 10,896.5 9,876.4
-------- -------
Total Liabilities and Stockholder's Equity $ 140,642.7 $ 124,532.5
========= =========
</TABLE>
Exhibit 99.2
FORD NEWS
Media Information Center, 14441 Rotunda Drive, Suite 185, Dearborn, MI 48120
Telephone: (800) 665-1515; Fax: (313) 845-7512
Internet: http://media.ford.com
Contact: Media Inquiries Institutional Investors Shareholder Inquiries
Jim Cain Mike Holland (800) 555-5259 or
(313) 322-3428 (313) 323-8221 (313) 845-8540
For Release April 15, 7:00 a.m. EDT
FORD'S FIRST QUARTER OPERATING EARNINGS UP 20 PERCENT TO RECORD $1.8 BILLION;
12TH QUARTER OF IMPROVEMENT
DEARBORN, Mich., April 15, 1999 -- Ford Motor Company [NYSE: F] today reported
record first quarter operating earnings of $1,814 million, or $1.46 per diluted
share of common and Class B stock, up $300 million or 20 percent on a comparable
basis. This marks Ford's twelfth consecutive quarter of year-over-year
improvement in operating earnings.
Reported first quarter earnings, which include a one-time gain of $165 million
on the dissolution of AutoEuropa, Ford's joint venture with Volkswagen AG in
Portugal, were $1,979 million, or $1.60 per share, up $465 million. The
operating results of Volvo Cars will not be reflected in Ford's financial
results until the second quarter of 1999.
Ford's reported first quarter earnings in 1998 were $17,646 million, or $14.23
per share. Comparable first quarter 1998 results were $1,514 million, or $1.22
per share. This excludes $177 million of earnings from Associates First Capital
[NYSE: AFS], the one-time non-cash gain of $15,955 million resulting from The
Associates spin-off, and an earnings-per-share reduction of seven cents
resulting from the premium paid to repurchase Ford's Series B preferred stock.
"The Ford team is energized and focused, and we were determined to make a fast
start in 1999," said Jacques A. Nasser, president and chief executive officer.
"In a few short months, thanks to a tremendous team effort, we completed the
acquisition of Volvo Cars, created the Premier Automotive Group to drive the
growth of our premium brands, recruited several talented executives to the
company and announced our intention to acquire Kwik-Fit, Europe's largest
vehicle maintenance and light repair chain. We followed this up with record
earnings. The best news for our consumers and shareholders is that the
transformation of Ford is really just getting started."
<PAGE>
-2-
AUTOMOTIVE OPERATIONS: Ford's operating earnings from worldwide automotive
operations were $1,486 million, up $251 million, or 20 percent, from the same
period a year ago. Ford's reported automotive earnings, which include the $165
million AutoEuropa gain, were $1,651 million, up $416 million. Worldwide
automotive revenues in the first quarter of 1999 were a record $31,933 million,
up 10 percent compared with a year ago. After-tax return on sales improved
nine-tenths of a point to 5.2 percent.
Automotive cash was $23.5 billion at the end of the quarter, up $2.2 billion
from a year ago. Net cash was $12 billion, down $1.1 billion. The decline was
more than explained by the first installment payment for the acquisition of
Volvo Cars. Total automotive costs declined by $100 million at constant volume
and mix in the first quarter. Ford's full-year milestone is to reduce total
costs by $1 billion compared with 1998.
Strong consumer acceptance of the company's products has been driving
profitability, and the coming six months will see a number of important vehicle
introductions, including the second quarter launch of the Jaguar S-Type in North
America and Europe. Product launches in North America also include the Lincoln
LS and Ford F-650/750 commercial trucks in the second quarter, and the Ford
Taurus, Mercury Sable, Ford Focus and Ford Excursion in the second half.
North America: Automotive operations earned $1,588 million in the first quarter
of 1999, up $578 million from the same period a year ago. After-tax return on
sales was 6.6 percent, up 1.6 points. Ford's full-year milestone for North
America is to achieve an after-tax return on sales greater than 5 percent.
Total vehicle sales in the United States set a new first quarter record, with
the annual selling rate increasing from 15.3 million units in 1998 to 16.9
million units in 1999. Ford's sales were strong across the board, with light
trucks up 20 percent and retail car sales up 10 percent. In response to the
strong consumer demand, Ford recently increased its second quarter production by
10,000 cars and 20,000 trucks.
Europe: Ford broke even in the first quarter of 1999 on an operating basis,
compared with earnings of $230 million a year ago. Ford's reported first quarter
1999 earnings in Europe, which include the AutoEuropa gain, were $165 million.
The results reflect, in part, lower volumes and higher fixed marketing costs for
brand awareness and product launches. Ford's 1999 milestone for Europe is to
grow earnings compared with 1998.
<PAGE>
-3-
Overall, the vehicle market in Europe continues to be strong, and the Ford Focus
continues to gain momentum. Ford has now delivered about 200,000 Focus models to
consumers in Europe, including 60,000 units in March alone.
South America: Ford lost $165 million in the first quarter of 1999, compared
with a loss of $45 million in the same period a year ago. Ford's full-year
milestone for South America is to improve operating results, but given the
adverse economic environment in the region, the company does not presently
expect to achieve its goal.
FORD CREDIT: Ford Credit earned $300 million in the first quarter of 1999, up
$22 million, or 8 percent, compared with the first quarter of 1998. The earnings
growth reflects higher financing volumes, improved credit loss performance and
lower taxes, offset partially by higher depreciation expense on leased vehicles.
Ford Credit is on track to meet its 1999 full-year milestone to grow earnings by
10 percent compared with 1998.
VISTEON AUTOMOTIVE SYSTEMS: In the first quarter of 1999, Visteon earned $208
million, up 10 percent compared with the same period a year ago, and won future
new business contracts expected to generate revenues of $700 million annually.
Visteon's full-year 1999 milestone is to grow earnings and win $2 billion in new
business contracts. Visteon's earnings are included in the company's automotive
results.
HERTZ: The Hertz Corporation [NYSE: HRZ] reported record first quarter earnings
of $49 million, up $14 million, or 38 percent, from the same period a year ago.
Ford's share of Hertz' first quarter earnings was $40 million in 1999 and
$29 million in 1998.
* * * * *
"Record first quarter earnings give us a strong platform to continue to deliver
great products and services to our consumers and great returns to our
shareholders," Nasser said.
# # #
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
HIGHLIGHTS
----------
First Quarter
----------------------------
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
Worldwide vehicle unit sales of cars and trucks
(in thousands)
- North America 1,220 1,057
- Outside North America 554 670
----- -----
Total 1,774 1,727
===== =====
Sales and revenues (in millions)
- Automotive $ 31,933 $ 29,076
- Financial Services 5,952 7,508
--------- ---------
Total $ 37,885 $ 36,584
========= =========
Net income (in millions)
- Automotive $ 1,651 $ 1,235
- Financial Services (including income of
The Associates through March 12, 1998) 328 456
--------- ---------
Subtotal 1,979 1,691
- Gain on spin-off of The Associates - 15,955
--------- ---------
Total $ 1,979 $ 17,646
========= =========
Capital expenditures (in millions)
- Automotive $ 1,338 $ 2,101
- Financial Services 144 98
--------- ---------
Total $ 1,482 $ 2,199
========= =========
Automotive capital expenditures as a percentage
of sales 4.2% 7.2%
Stockholders' equity at March 31
- Total (in millions) $ 24,747 $ 21,497
- After-tax return on Common and Class B
stockholders' equity 33.0% 24.8%
Automotive net cash at March 31
(in millions)
- Cash and marketable securities $ 23,456 $ 21,277
- Debt 11,477 8,178
--------- ---------
Automotive net cash $ 11,979 $ 13,099
========= =========
After-tax return on sales
- North American Automotive 6.6% 5.0%
- Total Automotive 5.2% 4.3%
Shares of Common and Class B Stock (in millions)
- Average number outstanding 1,211 1,210
- Number outstanding at March 31 1,211 1,213
Common Stock price (per share)
(adjusted to reflect The Associates spin-off)
- High $66-1/2 $43-5/8
- Low 55-1/4 28-5/16
AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
AFTER PREFERRED STOCK DIVIDENDS
Income assuming dilution
- Automotive $ 1.33 $ 0.99
- Financial Services (including income of
The Associates through March 12, 1998) 0.27 0.37
--------- ---------
Subtotal 1.60 1.36
- Premium on Series B Preferred Stock repurchase - (0.07)
- Gain on spin-off of The Associates - 12.94
--------- ---------
Total $ 1.60 $ 14.23
========= =========
Cash dividends $ 0.46 $ 0.42
</TABLE>
FS-1
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
VEHICLE UNIT SALES
------------------
For the Periods Ended March 31, 1999 and 1998
(in thousands)
First Quarter
--------------------
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
North America
United States
Cars 404 391
Trucks 739 564
----- -----
Total United States 1,143 955
Canada 58 74
Mexico 19 28
----- -----
Total North America 1,220 1,057
Europe
Britain 126 142
Germany 90 106
Italy 50 70
Spain 43 37
France 38 39
Other countries 99 108
----- -----
Total Europe 446 502
Other international
Australia 30 30
Brazil 22 42
Taiwan 17 29
Argentina 14 30
Japan 7 8
Other countries 18 29
----- -----
Total other international 108 168
----- -----
Total worldwide vehicle unit sales 1,774 1,727
===== =====
</TABLE>
Vehicle unit sales generally are reported worldwide on a "where sold"
basis and include sales of all Ford-badged units, as well as units
manufactured by Ford and sold to other manufacturers.
Prior period restated to correct reported unit sales.
FS-2
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
For the Periods Ended March 31, 1999 and 1998
(in millions)
First Quarter
-----------------------
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
AUTOMOTIVE
Sales $31,933 $29,076
Costs and expenses (Note 2)
Costs of sales 27,615 25,354
Selling, administrative and other expenses 1,931 1,916
------- -------
Total costs and expenses 29,546 27,270
Operating income 2,387 1,806
Interest income 340 322
Interest expense 293 199
------- -------
Net interest income 47 123
Equity in net income/(loss) of affiliated 50 (10)
companies
Net expense from transactions with
Financial Services (28) (48)
------- -------
Income before income taxes - Automotive 2,456 1,871
FINANCIAL SERVICES
Revenues 5,952 7,508
Costs and expenses
Interest expense 1,888 2,370
Depreciation 2,157 2,037
Operating and other expenses 997 1,583
Provision for credit and insurance losses 391 708
------- -------
Total costs and expenses 5,433 6,698
Net revenue from transactions with Automotive 28 48
Gain on spin-off of The Associates (Note 5) - 15,955
------- -------
Income before income taxes - Financial Services 547 16,813
-------- -------
TOTAL COMPANY
Income before income taxes 3,003 18,684
Provision for income taxes 1,005 972
------- -------
Income before minority interests 1,998 17,712
Minority interests in net income of subsidiaries 19 66
------- -------
Net income $ 1,979 $17,646
======== =======
Income attributable to Common and Class B Stock
after preferred stock dividends $ 1,975 $17,551
Average number of shares of Common and Class B
Stock outstanding 1,211 1,210
AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
Basic income (Note 6) $ 1.64 $ 14.48
Diluted income (Note 6) $ 1.60 $ 14.23
Cash dividends $ 0.46 $ 0.42
</TABLE>
The accompanying notes are part of the financial statements.
Prior period selling, administration and other expenses restated.
FS-3
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
CONSOLIDATED BALANCE SHEET
--------------------------
(in millions)
March 31, December 31,
1999 1998
------------ --------------
(unaudited)
<S> <C> <C>
ASSETS
Automotive
Cash and cash equivalents $ 4,187 $ 3,685
Marketable securities 19,269 20,120
-------- --------
Total cash and marketable securities 23,456 23,805
Receivables 2,668 2,604
Inventories (Note 7) 5,542 5,656
Deferred income taxes 3,169 3,239
Other current assets 3,174 3,405
Current receivable from Financial Services 284 0
-------- --------
Total current assets 38,293 38,709
Equity in net assets of affiliated companies (Note 3) 9,210 2,401
Net property 36,882 37,320
Deferred income taxes 3,056 3,175
Other assets 6,999 7,139
-------- --------
Total Automotive assets 94,440 88,744
Financial Services
Cash and cash equivalents 1,743 1,151
Investments in securities 804 968
Net receivables and lease investments 133,976 132,567
Other assets 14,590 13,227
Receivable from Automotive 958 888
-------- --------
Total Financial Services assets 152,071 148,801
-------- --------
Total assets $246,511 $237,545
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables $ 12,489 $ 13,368
Other payables 2,290 2,755
Accrued liabilities 20,000 16,925
Income taxes payable 1,529 1,404
Debt payable within one year 1,501 1,121
Current payable to Financial Services 0 70
-------- --------
Total current liabilities 37,809 35,643
Long-term debt 9,976 8,713
Other liabilities 31,240 30,133
Deferred income taxes 745 751
Payable to Financial Services 958 818
-------- --------
Total Automotive liabilities 80,728 76,058
Financial Services
Payables 3,614 3,555
Debt 124,887 122,324
Deferred income taxes 5,754 5,488
Other liabilities and deferred income 5,821 6,034
Payable to Automotive 284 0
-------- --------
Total Financial Services liabilities 140,360 137,401
Company-obligated mandatorily redeemable preferred securities of a subsidiary
trust holding solely junior subordinated debentures of the Company (Note 8) 676 677
Stockholders' equity
Capital stock
Preferred Stock, par value $1.00 per share (aggregate liquidation preference
of $177 million) * *
Common Stock, par value $1.00 per share (1,151 million shares issued) 1,151 1,151
Class B Stock, par value $1.00 per share (71 million shares issued) 71 71
Capital in excess of par value of stock 5,147 5,283
Accumulated other comprehensive income (1,820) (1,670)
ESOP loan and treasury stock (879) (1,085)
Earnings retained for use in business 21,077 19,659
-------- --------
Total stockholders' equity 24,747 23,409
-------- --------
Total liabilities and stockholders' equity $246,511 $237,545
======== ========
- - - - -
*Less than $1 million
</TABLE>
The accompanying notes are part of the financial statements.
FS-4
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
For the Periods Ended March 31, 1999 and 1998
(in millions)
First Quarter 1999 First Quarter 1998
-------------------------- -------------------------
Financial Financial
Automotive Services Automotive Services
------------ ---------- ------------ ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Cash and cash equivalents at January 1 $ 3,685 $ 1,151 $ 6,316 $ 1,618
Cash flows from operating activities before securities trading 2,957 1,830 3,138 4,463
Net sales/(purchases) of trading securities 922 99 108 (113)
------- --------- ------- --------
Net cash flows from operating activities 3,879 1,929 3,246 4,350
Cash flows from investing activities
Capital expenditures (1,338) (144) (2,101) (98)
Purchase of leased assets 0 - (110) -
Acquisitions of receivables and lease investments - (18,304) - (27,772)
Collections of receivables and lease investments - 12,859 - 19,289
Net acquisitions of daily rental vehicles - (768) - (611)
Purchases of securities (392) (309) (123) (569)
Sales and maturities of securities 321 367 62 491
Proceeds from sales of receivables and lease investments - 2,045 - 2,368
Net investing activity with Financial Services 39 - 403 -
Volvo acquisition (Note 3) (2,966) - - -
Other 167 (3) 269 (661)
------- -------- ------- --------
Net cash used in investing activities (4,169) (4,257) (1,600) (7,563)
Cash flows from financing activities
Cash dividends (561) (1) (519) (1)
Issuance/(Purchases) of Common Stock (136) - 93 -
Preferred stock - Series B repurchase, Series A redemption 0 - (420) -
Changes in short-term debt 121 (968) 76 1,882
Proceeds from issuance of other debt 1,632 9,097 337 7,996
Principal payments on other debt (151) (5,282) (812) (5,650)
Net financing activity with Automotive - (39) - (403)
Spin-off of The Associates cash - - - (508)
Other 178 5 (323) 53
------- -------- ------- --------
Net cash (used in)/provided by financing activities 1,083 2,812 (1,568) 3,369
Effect of exchange rate changes on cash (77) (106) (9) 69
Net transactions with Automotive/Financial Services (214) 214 419 (419)
------- -------- ------- --------
Net increase/(decrease) in cash and cash equivalents 502 592 488 (194)
------- -------- ------- --------
Cash and cash equivalents at March 31 $ 4,187 $ 1,743 $ 6,804 $ 1,424
======= ======== ======= ========
</TABLE>
The accompanying notes are part of the financial statements.
FS-5
<PAGE>
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,
1998. For purposes of Notes to Financial Statements, "Ford" or the
"Company" means Ford Motor Company and its majority owned subsidiaries
unless the context requires otherwise. Certain amounts for prior periods
are reclassified, if required, to conform with present period
presentations.
Accounting Changes
------------------
In the first quarter of 1999, we adopted Statement of Position ("SOP")
98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use". This SOP requires entities to capitalize certain
internal-use software costs once certain criteria are met. Our practice has
been to expense the costs of obtaining or developing internal-use software
as incurred.
Beginning in 1999, we changed from an accelerated method to the
units-of-production method for special tooling amortization. This change is
being made to recognize that special tooling retains its value more
uniformly over time and more closely aligns tooling amortization with
vehicle production volumes, and provides a better matching of costs and
revenues.
Also beginning in 1999, we modified our plant and equipment retirement
policy to reflect gains and losses in income in the year of retirement.
Previously, the cost of retired assets, net of salvage proceeds, was
charged to accumulated depreciation. The plant and equipment retirement
change in accounting principle is being made to better reflect the results
of asset disposal/sale decisions.
Adoption of these changes did not have a material effect on our financial
statements.
2. Selected Automotive costs and expenses are summarized as follows (in
millions):
First Quarter
------------------
1999 1998
---- ----
Depreciation $746 $680
Amortization 572 718
Dissolution of AutoEuropa Joint Venture - Effective January 1, 1999, our
joint venture for the production of minivans with Volkswagen AG in Portugal
(AutoEuropa) was dissolved resulting in a $255 million pre-tax gain ($165
million after-tax).
3. Purchase of AB Volvo's Worldwide Passenger Car Business - On March 31,
1999, we purchased AB Volvo's worldwide passenger car business "Volvo Car"
for approximately $6.45 billion. The acquisition price consisted of a cash
payment of approximately $2.0 billion on March 31, 1999, a deferred payment
obligation to AB Volvo of approximately $1.6 billion due March 31, 2001,
and existing Volvo car automotive-related net indebtedness of approximately
$2.9 billion.
In addition to the cash payment to Volvo, as of March 31, 1999,
approximately $1.0 billion was paid to reduce automotive indebtedness and
for acquisition-related costs. Most of the remaining automotive
indebtedness was repaid on April 12, 1999. The purchase price payment and
automotive debt repayments were funded from our cash reserves.
The acquisition will be accounted for as a purchase. The assets purchased,
liabilities assumed and the results of operations of Volvo Car will be
included in our financial statements on a consolidated basis beginning in
the second quarter of 1999. Our investment in Volvo Car at March 31, 1999
is included in Equity in Net Assets of Affiliated Companies.
4. Purchase of Kwik-Fit Holdings plc - On April 12, 1999, we announced that we
had reached an agreement with the board of Kwik-Fit Holdings plc
("Kwik-Fit") for a cash tender offer of all the outstanding capital stock
of Kwik-Fit, Europe's largest independent car maintenance and repair
company.
Our offer price is (pound)5.60 (approximately the equivalent of $9.05) per
share, or an aggregate of (pound)1,008 million (approximately the
equivalent of $1.6 billion).
Our offer is contingent on receipt of applicable regulatory approvals and
acceptances from holders of at least 90% of the outstanding shares of
Kwik-Fit. The directors of Kwik-Fit have unanimously recommended that
Kwik-Fit shareholders accept our offer.
FS-6
<PAGE>
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
5. Spin-off of The Associates - On March 2, 1998, the Board of Directors of
the Company approved the spin-off of The Associates by declaring a dividend
on Ford's outstanding shares of Common and Class B Stock consisting of
Ford's 80.7% interest (279.5 million shares) in The Associates. The Board
of Directors also declared a dividend in cash on shares of Company stock
held in U.S. employee savings plans equal to the market value of The
Associates stock to be distributed per share of the Company's Common and
Class B Stock. Both the spin-off dividend and the cash dividend were paid
on April 7, 1998 to stockholders of record on March 12, 1998.
Holders of Ford Common and Class B Stock on the record date received
0.262085 shares of The Associates common stock for each share of Ford
stock, and participants in U.S. employee savings plans on the record date
received $22.12 in cash per share of Ford stock, based on the
volume-weighted average price of The Associates stock of $84.3849 per share
on April 7, 1998. The total value of the distribution (including the $3.2
billion cash dividend) was $26.8 billion or $22.12 per share of Ford stock.
As a result of the spin-off of The Associates, Ford realized a gain of
$15,955 million based on the fair value of The Associates as of the record
date, March 12, 1998, in first quarter 1998. Ford has received a ruling
from the U.S. Internal Revenue Service that the distribution qualifies as a
tax-free transaction for U.S. federal income tax purposes.
The Company's results in first quarter 1998 include Ford's share of The
Associates earnings through the record date, March 12 ($177 million, or
$0.14 a share).
6. Income Per Share of Common and Class B Stock - Basic income per share of
Common and Class B Stock is calculated by dividing the income attributable
to Common and Class B Stock by the average number of shares of Common and
Class B Stock outstanding during the applicable period, adjusted for shares
issuable under employee savings and compensation plans.
The company had Series A Preferred Stock convertible to Common Stock until
January 9, 1998. Other obligations, such as stock options, are considered
to be dilutive potential common stock. The calculation of diluted income
per share of Common and Class B Stock takes into account the effect of
dilutive potential common stock.
Income per share of Common and Class B Stock was as follows (in millions,
except per share amounts):
<TABLE>
<CAPTION>
First Quarter 1999 First Quarter 1998
-------------------- --------------------
Income Shares Income Shares
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income $1,979 1,211 $17,646 1,210
Preferred stock dividend requirements (4) - (95) -
Issuable and uncommitted ESOP shares - (5) - 2
------ ----- ------- -----
Basic income and shares $1,975 1,206 $17,551 1,212
Basic income per share $ 1.64 $ 14.48
----------------------
Basic income and shares $1,975 1,206 $17,551 1,212
Net dilutive effect of options - 31 - 20
Convertible preferred stock and other 0 0 0 1
------ ----- ------- -----
Diluted income and shares $1,975 1,237 $17,551 1,233
Diluted income per share $ 1.60 $ 14.23
------------------------
</TABLE>
7. Automotive inventories are summarized as follows (in millions):
----------------------
March 31, December 31,
1999 1998
--------- ------------
Raw materials, work in process and supplies $2,771 $2,887
Finished products 2,771 2,769
Total inventories $5,542 $5,656
====== ======
U.S. inventories $1,988 $1,832
FS-7
<PAGE>
Ford Motor Company and Subsidiaries
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
8. Company-Obligated Mandatorily Redeemable Preferred Securities of a
Subsidiary Trust - The sole asset of Ford Motor Company Capital Trust I
(the "Trust"), which is the obligor on the Preferred Securities of such
Trust, is $632 million principal amount of 9% Junior Subordinated
Debentures due 2025 of Ford Motor Company.
9. Comprehensive Income - Other comprehensive income includes foreign currency
translation adjustments, minimum pension liability adjustments, and net
unrealized gains and losses on investments in equity securities. Total
comprehensive income is summarized as follows (in millions):
First Quarter
---------------------
1999 1998
------ -------
Net income $1,979 $17,646
Other comprehensive income (150) (188)
------ -------
Total comprehensive income $1,829 $17,458
====== =======
10. Segment Information - Ford has identified four primary operating segments:
Automotive, Visteon, Ford Credit and Hertz. Segment selection was based
upon internal organizational structure, the way in which these operations
are managed and their performance evaluated by management and our Board of
Directors, the availability of separate financial results and materiality
considerations. Segment detail is summarized as follows (in millions):
<TABLE>
<CAPTION>
Automotive Sector Financial Services Sector
------------------ ------------------------------
Total Total
First Quarter Auto- Ford Other Elims/ Auto Fin Svcs
motive Visteon Credit Hertz Fin Svcs Other Sector Sector
------- ------- -------- ------ -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999
Revenues
External customer revenues $31,597 $ 417 $ 4,863 $1,031 $ 56 $ (79) $31,933 $ 5,952
Intersegment revenues 1,188 4,355 57 2 71 (5,673) 0 0
------- ------ -------- ------ ------- ------- ------- --------
Total Revenues $32,785 $4,772 $ 4,920 $1,033 $ 127 $(5,752) $31,933 $ 5,952
======= ====== ======== ====== ======= ======= ======= ========
Net income $ 1,443 $ 208 $ 300 $ 49 $ (12) $ (9) $ 1,651 $ 328
Total assets $89,905 $9,771 $140,643 $9,293 $ 6,266 $(9,367) $94,440 $152,071
1998
Revenues
External customer revenues $29,496 $ 307 $ 4,492 $ 897 $ 2,117 $ (95) $29,706 $ 7,508
Intersegment revenues 1,231 4,071 67 2 131 (5,502) 0 0
------- ------ -------- ------ ------- ------- ------- --------
Total Revenues $30,727 $4,378 $ 4,559 $ 899 $ 2,248 $(5,597) $29,706 $ 7,508
======= ====== ======== ====== ======= ======= ======= ========
Net income $ 1,046 $ 189 $ 278 $ 35 $16,147 a/ $ (49) $ 1,235 $ 16,411
Total assets $81,631 $8,780 $124,533 $7,665 $ 9,346 $(8,717) $85,504 $137,734
- - - - - -
</TABLE>
a/ Includes $15,955 non-cash gain (not taxed) on spin-off of The Associates in
the first quarter of 1998 (Note 5).
"Other Financial Services" data is an aggregation of miscellaneous smaller
Financial Services Sector business components, including Ford Motor Land
Development Corporation, Ford Leasing Development Company, Ford Leasing
Corporation, and Granite Management Corporation, and certain unusual
transactions (footnoted). Also included is data for The Associates, which was
spun off from Ford in 1998.
<PAGE>
"Eliminations/Other" data includes intersegment eliminations and minority
interest calculations. Interest income for the operating segments in the
Financial Services Sector is reported as "Revenue". Included in the Visteon
segment's external customer revenues are sales to outside fabricators for
inclusion in components sold to Ford's Automotive segment.
FS-8
