Ford Motor Co 8-K, filed Jan 18, 2022
Ford Motor Co (F)
8-K
2022-01-18
For: 2022-01-18
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Added on
April 08, 2026
About this 8-K
Ford Motor Co filed this 8-K on January 18, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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: January 18, 2022
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||
| (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:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Accounting for Pension and OPEB Plans
Ford Motor Company uses the mark-to-market method of accounting for pension and other postretirement employee benefits (OPEB). Under this method, we recognize pension and OPEB remeasurement gains and losses in income when incurred rather than amortizing them over time as a component of net periodic benefit cost. The remeasurement gains and losses are reported as special items since we believe they are not reflective of our ongoing operating activities.
We expect to record a pre-tax remeasurement gain in our fourth quarter 2021 results of approximately $3.5 billion related to our pension and OPEB plans. This includes a $450 million gain associated with pension plans in the United States, a $2.7 billion gain associated with pension plans outside the United States, and a $380 million gain associated with OPEB plans globally. Overall, the remeasurement gain is primarily explained by higher discount rates compared with year-end 2020 and by growth asset returns in excess of our assumptions. On an after-tax basis, the remeasurement gain is expected to increase our net income by about $2.8 billion. Because the remeasurement gain is a special item, it will not impact our total Company adjusted EBIT or adjusted earnings per share. The remeasurement gain did not have an impact on our cash in 2021, and does not change our expectations for pension contributions in 2022.
Including the impact of remeasurement gains and losses during 2021, we expect the underfunded status for our pension and OPEB plans to be about $0.3 billion and $6.0 billion, respectively, at year-end 2021, compared with $6.7 billion and $6.6 billion, respectively, at year-end 2020. The change to the underfunded status of our plans in the aggregate primarily reflects the impact of higher discount rates and continued strong asset performance relative to changes in discount rates.
Special Items for FY2021 Financial Results
Our news release dated January 18, 2022 concerning several special items, including the pension and OPEB special item discussed above, is filed as Exhibit 99 to this Report and incorporated by reference herein. The following table shows, on a preliminary basis, the special items we expect to include in our results when we report fourth quarter and full year 2021 earnings on February 3, 2022:
| Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | FY 2021 | |||||||||||||||||||||||||
| Special Items (in billions) | |||||||||||||||||||||||||||||
| Pension and OPEB Remeasurement | $ | 0.1 | $ | 0.3 | $ | 0.0 | $ | 3.5 | $ | 3.9 | |||||||||||||||||||
| Rivian - Gain on IPO and mark-to-market | 0.9 | — | — | 8.2 | 9.1 | ||||||||||||||||||||||||
| Debt Extinguishment premium | — | — | — | (1.7) | (1.7) | ||||||||||||||||||||||||
| Global Redesign | (0.4) | (0.1) | (0.7) | (0.5) | (1.7) | ||||||||||||||||||||||||
| Other | (0.1) | — | — | 0.1 | (0.0) | ||||||||||||||||||||||||
| Total EBIT Special Items | $ | 0.5 | $ | 0.1 | $ | (0.7) | $ | 9.6 | $ | 9.6 | |||||||||||||||||||
| Deferred Tax Asset and Valuation Allowance | $ | — | $ | — | $ | — | $ | 3.6 | $ | 3.6 | |||||||||||||||||||
| Tax on Rivian - Gain on IPO and mark-to-market | (0.2) | — | — | (1.7) | (1.9) | ||||||||||||||||||||||||
| Other | 0.1 | (0.1) | 0.5 | (0.3) | 0.2 | ||||||||||||||||||||||||
| Total Tax Special Items | $ | (0.1) | $ | (0.1) | $ | 0.5 | $ | 1.6 | $ | 1.9 | |||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
| Designation | Description | Method of Filing | ||||||
| News release dated January 18, 2022 | Furnished with this Report | |||||||
| Exhibit 104 | Cover Page Interactive Data File | ** | ||||||
| (formatted in Inline XBRL) | ||||||||
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: January 18, 2022 | By: | /s/ Corey M. MacGillivray | ||||||
| Corey M. MacGillivray | ||||||||
| Assistant Secretary | ||||||||
| * | Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission. | |||||||
| ** | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. | |||||||
1 NEWS www.twitter.com/ford www.facebook.com/ford www.instagram.com/ford www.medium.com/@ford Ford Provides Update on Certain Special Items for FY2021 Results DEARBORN, Mich., Jan. 18, 2022 – Ford today outlined several large special items that it intends to report in early February as part of the company’s fourth-quarter and full-year 2021 financial results. Special items are included in Ford’s reported GAAP net income and earnings per share, but are excluded from its non-GAAP adjusted earnings before interest and taxes and adjusted EPS. On a preliminary basis, the special items are expected to include: 1) A fourth-quarter gain of $8.2 billion on Ford’s equity investment in Rivian, following Rivian’s Nov. 10 initial public offering of common stock and a mark-to-market revaluation of the holdings. Additionally, Ford will reclassify its ~$900 million first-quarter 2021 non-cash gain on the Rivian investment as a special item – a step Ford said in October it would take after Rivian’s IPO. The reclassification means the gain from first-quarter 2021 will not be included in Ford’s full-year adjusted EBIT or adjusted EPS. When Ford last provided full-year adjusted EBIT guidance with its third-quarter results on Oct. 27, the ~$900 million gain was included in the forecast range of $10.5 billion to $11.5 billion. Going forward, mark-to-market revaluations to account for changes in Rivian’s stock price could result in related gains or losses each quarter reported as special items. 2) An annual revaluation of Ford’s global pension and other post-retirement employee benefits – resulting in a non-cash, pre-tax accounting re-measurement gain of about $3.5 billion in the fourth quarter and about $3.9 billion for the full year. Overall, the remeasurement gain is mostly attributable to higher discount rates and asset returns. 3) Recording about $1.7 billion in costs associated with Ford repurchasing and redeeming more than $7.6 billion in high-cost debt in the fourth quarter. The repurchases and redemptions were made to further strengthen the company’s balance sheet and reduce ongoing interest expenses. And, 4) Reporting a $3.6 billion tax special item – a non-cash benefit – primarily resulting from changes in Ford’s global tax structure and its effect on deferred tax assets. Additional details on Ford’s fourth-quarter and full-year 2021 special items will be available in a Form 8-K furnished today to the U.S. Securities and Exchange Commission. Ford plans to issue its fourth-quarter and full-year 2021 earnings release on Thursday, Feb. 3. # # #
2 About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, that is committed to helping build a better world, where every person is free to move and pursue their dreams. The company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities and always-on relationships with customers to enrich experiences for and deepen the loyalty of those customers. Ford designs, manufactures, markets and services a full line of connected, increasingly electrified passenger and commercial vehicles: Ford trucks, utility vehicles, vans and cars, and Lincoln luxury vehicles. The company is pursuing leadership positions in electrification, connected vehicle services and mobility solutions, including self-driving technology, and provides financial services through Ford Motor Credit Company. Ford employs about 184,000 people worldwide. More information about the company, its products and Ford Motor Credit Company is available at corporate.ford.com. Contacts: Fixed Income Media T.R. Reid Equity Investment Community Lynn Antipas Tyson Investment Community Karen Rocoff Shareholder Inquiries 1.800.555.5259 or 1.313.319.6683 1.914.485.1150 1.313.621.0965 1.313.845.8540 treid22@ford.com ltyson4@ford.com krocoff@ford.com stockinf@ford.com