UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES - ----- AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 or ------------------ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 For the transition period from to ------- -------- Commission file number 1-3950 ------ FORD MOTOR COMPANY ------------------ (Exact name of registrant as specified in its charter) Incorporated in Delaware 38-0549190 ---------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One American Road, Dearborn, Michigan 48126 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-322-3000 ---------------------- Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| . No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of October 31, 2001 the Registrant had outstanding 1,740,024,339 shares of Common Stock and 70,852,076 shares of Class B Stock. Exhibit index located on sequential page number 21
<TABLE> <CAPTION> Ford Motor Company and Subsidiaries CONSOLIDATED STATEMENT OF INCOME -------------------------------- For the Periods Ended September 30, 2001 and 2000 (in millions) Third Quarter Nine Months --------------------------- ---------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ------------ (unaudited) (unaudited) <s> <c> <c> <c> <c> AUTOMOTIVE Sales $28,554 $32,582 $97,756 $106,123 Costs and expenses (Note 2) Cost of sales (Note 3) 27,296 29,670 91,759 94,753 Selling, administrative and other expenses 2,342 2,338 7,184 7,061 ------- ------- ------- -------- Total costs and expenses 29,638 32,008 98,943 101,814 Operating income (loss) (1,084) 574 (1,187) 4,309 Interest income 144 382 617 1,139 Interest expense 308 367 1,005 1,012 ------- ------- ------- -------- Net interest income (expense) (164) 15 (388) 127 Equity in net loss of affiliated companies (346) (61) (686) (64) ------- ------- ------- -------- Income (loss) before income taxes - Automotive (1,594) 528 (2,261) 4,372 FINANCIAL SERVICES Revenues 7,948 7,473 23,506 21,335 Costs and expenses Interest expense 2,287 2,451 7,331 6,975 Depreciation 2,680 2,427 7,873 7,033 Operating and other expenses (Note 3) 1,476 1,257 4,255 3,717 Provision for credit and insurance losses 879 482 2,137 1,347 ------- ------- ------- -------- Total costs and expenses 7,322 6,617 21,596 19,072 ------- ------- ------- -------- Income before income taxes - Financial Services 626 856 1,910 2,263 ------- ------- ------- -------- TOTAL COMPANY Income (loss) before income taxes (968) 1,384 (351) 6,635 Provision for income taxes (285) 449 2 2,199 ------- ------- ------- -------- Income (loss) before minority interests (683) 935 (353) 4,436 Minority interests in net income of subsidiaries 9 47 32 103 ------- ------- ------- -------- Income (loss) from continuing operations (692) 888 (385) 4,333 Income from discontinued operation (Note 4) - - - 309 Loss on spin-off of discontinued operation (Note 4) - - - (2,252) ------- ------- ------- -------- Net income (loss) $ (692) $ 888 $ (385) $ 2,390 ======= ======= ======= ======== Income (loss) attributable to Common and Class B Stock after preferred stock dividends $ (696) $ 884 $ (396) $ 2,379 Average number of shares of Common and Class B Stock outstanding 1,812 1,649 1,823 1,354 AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK (Notes 5 and 6) Basic Income Income (loss) from continuing operations $ (0.39) $ 0.54 $ (0.22) $ 3.21 Income from discontinued operation - - - 0.23 Loss on spin-off of discontinued operation - - - (1.67) ------- ------- ------- -------- Net income (loss) $ (0.39) $ 0.54 $ (0.22) $ 1.77 Diluted Income Income (loss) from continuing operations $ (0.38) $ 0.53 $ (0.21) $ 3.14 Income from discontinued operation - - - 0.23 Loss on spin-off of discontinued operation - - - (1.64) ------- ------- ------- -------- Net income (loss) $ (0.38) $ 0.53 $ (0.21) $ 1.73 Cash dividends $ 0.30 $ 0.50 $ 0.90 $ 1.50 The accompanying notes are part of the financial statements. </TABLE> -2-
<TABLE> <CAPTION> Ford Motor Company and Subsidiaries CONSOLIDATED BALANCE SHEET -------------------------- (in millions) September 30, December 31, 2001 2000 ----------------- ----------------- (unaudited) <s> <c> <c> ASSETS Automotive Cash and cash equivalents $ 6,127 $ 3,374 Marketable securities 6,875 13,116 -------- -------- Total cash and marketable securities 13,002 16,490 Receivables 2,747 4,685 Inventories (Note 7) 7,110 7,514 Deferred income taxes 2,692 2,239 Other current assets 5,427 5,318 Current receivable from Financial Services 1,815 1,587 -------- -------- Total current assets 32,793 37,833 Equity in net assets of affiliated companies 2,662 2,949 Net property 35,825 37,508 Deferred income taxes 3,503 3,342 Other assets 12,847 12,680 -------- -------- Total Automotive assets 87,630 94,312 Financial Services Cash and cash equivalents 4,511 1,477 Investments in securities 416 817 Finance receivables, net 112,728 125,164 Net investment in operating leases 49,112 46,593 Other assets 20,937 12,390 Receivable from Automotive 2,193 2,637 -------- -------- Total Financial Services assets 189,897 189,078 -------- -------- Total assets $277,527 $283,390 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Automotive Trade payables $ 15,258 $ 15,075 Other payables 3,802 4,011 Accrued liabilities 22,591 23,369 Income taxes payable 26 449 Debt payable within one year 283 277 -------- -------- Total current liabilities 41,960 43,181 Long-term debt 11,804 11,769 Other liabilities 31,032 29,610 Deferred income taxes 296 353 Payable to Financial Services 2,193 2,637 -------- -------- Total Automotive liabilities 87,285 87,550 Financial Services Payables 4,706 5,297 Debt 154,285 153,510 Deferred income taxes 8,448 8,677 Other liabilities and deferred income 6,951 7,486 Payable to Automotive 1,815 1,587 -------- -------- Total Financial Services liabilities 176,205 176,557 Company-obligated mandatorily redeemable preferred securities of a subsidiary tTrust holding solely junior subordinated debentures of the Company (Note 8) 672 673 Stockholders' equity Capital stock Preferred Stock, par value $1.00 per share (aggregate liquidation preference of $177 million) * * Common Stock (par value $0.01 per share (1,837 million shares issued) 18 18 Class B Stock, par value $0.01 per share (71 million shares issued) 1 1 Capital in excess of par value of stock 5,970 6,174 Accumulated other comprehensive income (Notes 3 and 9) (5,575) (3,432) ESOP loan and treasury stock (2,894) (2,035) Earnings retained for use in business 15,845 17,884 -------- -------- Total stockholders' equity 13,365 18,610 -------- -------- Total liabilities and stockholders' equity $277,527 $283,390 ======== ======== - - - - - - *Less than $1 million The accompanying notes are part of the financial statements. </TABLE> -3-
<TABLE> <CAPTION> Ford Motor Company and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- For the Periods Ended September 30, 2001 and 2000 (in millions) Nine Months 2001 Nine Months 2000 ---------------------------- ----------------------------- Financial Financial Automotive Services Automotive Services ------------- ------------ ------------- -------------- (unaudited) (unaudited) <s> <c> <c> <c> <c> Cash and cash equivalents at January 1 $ 3,374 $ 1,477 $ 2,793 $ 1,588 Cash flows from operating activities before securities trading 5,059 11,123 10,891 13,089 Net sales of trading securities 6,443 109 4,041 151 ------- -------- ------- -------- Net cash flows from operating activities 11,502 11,232 14,932 13,240 Cash flows from investing activities Capital expenditures (3,994) (428) (4,884) (565) Acquisitions of receivables and lease investments - (68,498) - (69,257) Collections of receivables and lease investments - 36,053 - 39,834 Net acquisitions of daily rental vehicles - (1,864) - (2,482) Purchases of securities (11,228) (566) (374) (415) Sales and maturities of securities 11,026 615 29 412 Proceeds from sales of receivables and lease investments - 29,515 - 12,502 Net investing activity with Financial Services 116 - 92 - Cash paid for acquisitions (Note 10) (1,935) (743) (2,487) (87) Other 375 (111) 0 226 ------- -------- ------- -------- Net cash used in investing activities (5,640) (6,027) (7,624) (19,832) Cash flows from financing activities Cash dividends (1,654) - (2,185) - Value Enhancement Plan payments - - (5,440) - Net purchases of Common Stock (1,347) - (185) - Changes in short-term debt (2) (12,506) (841) (8,140) Proceeds from issuance of other debt 189 31,123 1,917 31,397 Principal payments on other debt (146) (20,675) (823) (14,896) Net debt repayments from discontinued operations - - 650 - Net cash distribution to discontinued operations - - (85) - Net financing activity with Automotive - (116) - (92) Other 174 (212) 14 (409) ------- -------- ------- -------- Net cash (used in)/provided by financing activities (2,786) (2,386) (6,978) 7,860 Effect of exchange rate changes on cash (95) (13) (23) (294) Net transactions with Automotive/Financial Services (228) 228 252 (252) ------- -------- ------- -------- Net increase in cash and cash equivalents 2,753 3,034 559 722 ------- -------- ------- -------- Cash and cash equivalents at September 30 $ 6,127 $ 4,511 $ 3,352 $ 2,310 ======= ======== ======= ======== The accompanying notes are part of the financial statements. </TABLE> -4-
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 statement 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 for the year ended December 31, 2000. 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 previously disclosed in our press release and Current Report on Form 8-K dated October 18, 2001 have been reclassified, and certain amounts for prior periods were reclassified to conform with present period presentation. 2. Selected Automotive Costs and Expenses are summarized as follows (in millions): <TABLE> <CAPTION> Third Quarter Nine Months ------------------------- ----------------------- 2001 2000 2001 2000 ---------- ---------- ---------- --------- <s> <c> <c> <c> <c> Depreciation $632 $734 $1,989 $2,146 Amortization 482 574 1,832 1,776 Pension expense (benefit) (108) 74 (269) 87 </TABLE> 3. SFAS 133 ("Accounting for Derivative Instruments and Hedges") - Ford adopted SFAS 133 on January 1, 2001. For further discussion on SFAS 133 refer to Note 3 in Form 10-Q for the quarterly period ended March 31, 2001. Non-cash adjustments to income and to stockholders' equity for the third quarter and nine months of 2001 were (in millions): <TABLE> <CAPTION> Automotive Financial Services Total Company --------------------- ---------------------- ------------------------ Third Nine Third Nine Third Nine Quarter Months Quarter Months Quarter Months --------- ---------- ---------- ---------- ------------ ------------ <s> <c> <c> <c> <c> <c> <c> Income before income taxes a/ $ 33 $(134) $(20) (91) $ 13 $ (225) Net income 22 (92) (13) (58) 9 (150) Stockholders' equity b/ 201 (1,127) </TABLE> a/ Automotive recorded in cost of sales; Financial Services recorded in operating and other expenses b/ Recorded in accumulated other comprehensive income 4. Discontinued Operation - On June 28, 2000, Ford distributed 130 million shares of Visteon Corporation ("Visteon"), which represented its 100% ownership interest, by means of a tax-free spin-off in the form of a dividend on Ford Common and Class B Stock. Ford's financial statements reflect Visteon as a "discontinued operation". 5. Value Enhancement Plan - On August 7, 2000, the Company announced the final results of its recapitalization, known as the Value Enhancement Plan ("VEP"). Under the VEP, Ford shareholders exchanged each of their old Ford Common or Class B shares for one new Ford Common or Class B share, as the case may be, plus, at their election, either $20 in cash, 0.748 additional new Ford Common shares, or a combination of $5.17 in cash and 0.555 additional new Ford Common shares. As a result of the elections made by shareholders under the VEP, the total cash elected was $5.7 billion and the total number of new Ford Common and Class B shares that became issued and outstanding was 1.893 billion. As a result of the VEP, approximately $1.2 billion was transferred from capital stock to capital in excess of par value of stock. In accordance with generally accepted accounting principles, prior period shares and earnings per share amounts were not adjusted. 6. Income Per Share of Common and Class B Stock - The calculation of diluted income per share of Common and Class B Stock takes into account the effect of obligations, such as stock options, considered to be potentially dilutive. Basic and diluted income per share were calculated using the following (in millions): <TABLE> <CAPTION> Third Quarter Nine Months ------------------------- ----------------------- 2001 2000 2001 2000 ---------- ---------- ---------- --------- <s> <c> <c> <c> <c> Average shares outstanding 1,812 1,649 1,823 1,354 Issuable and uncommitted ESOP shares (5) (6) (8) (7) ----- ----- ----- ----- Basic shares 1,807 1,643 1,815 1,347 Net dilutive effect of options 26 35 34 28 ----- ----- ----- ----- Diluted shares 1,833 1,678 1,849 1,375 ===== ===== ===== ===== </TABLE> -5-
Ford Motor Company and Subsidiaries NOTES TO FINANCIAL STATEMENTS ----------------------------- (unaudited) 7. Automotive Inventories are summarized as follows (in millions): <TABLE> <CAPTION> September 30, December 31, 2001 2000 ------------- ----------- <s> <c> <c> Raw materials, work in process and supplies $2,626 $2,798 Finished products 4,484 4,716 ------ ------ Total inventories $7,110 $7,514 ====== ====== </TABLE> 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 primarily reflects foreign currency translation adjustments and adjustments related to SFAS 133 (Note 3). Total comprehensive income is summarized as follows (in millions): <TABLE> <CAPTION> Third Quarter Nine Months -------------------------- ------------------------ 2001 2000 2001 2000 ----------- ----------- ----------- ---------- <s> <c> <c> <c> <c> Net income (loss) $ (692) $ 888 $ (385) $ 2,390 Other comprehensive income (loss) 775 (979) (2,143) (2,057) ------- ------ ------- ------- Total comprehensive income (loss) $ 83 $ (91) $(2,528) $ 333 ======= ====== ======= ======= </TABLE> 10. Acquisitions and Restructurings Hertz Purchase - In March 2001, through a tender offer and a merger transaction, Ford acquired (for a total price of $735 million) the common stock of Hertz that it did not own, which represented about 18% of the economic interest in Hertz. Purchase of Land Rover Business - On June 30, 2000, Ford purchased the Land Rover business from the BMW Group for approximately three billion euros. Approximately two-thirds of the purchase price (equivalent of $1.9 billion at June 30, 2000) was paid at time of closing; the remainder will be paid in 2005. The acquisition involves the entire Land Rover line of products and related assembly and engineering facilities. It does not include Rover's passenger car business or financial services business. European Charges - Following an extensive business review of the Ford Brand operations in Europe, the Company recorded a pre-tax charge in Automotive cost of sales of $1,568 million in the second quarter of 2000. This charge included $1.1 billion for asset impairments and $468 million for restructuring costs. The effect on after-tax earnings was $1,019 million. -6-
Ford Motor Company and Subsidiaries NOTES TO FINANCIAL STATEMENTS ----------------------------- (unaudited) 11. Segment Information - Ford's business is divided into two business sectors - Automotive and Financial Services (including Ford Credit and Hertz); detail is summarized as follows (in millions): <TABLE> <CAPTION> Financial Services Sector ---------------------------------- Auto Ford Other Elims/ Third Quarter Sector Credit Hertz Fin Svcs Other Total ------------ ----------- --------- ----------- ----------- ------------ <s> <c> <c> <c> <c> <c> <c> 2001 ---- Revenues External customer $ 28,554 $ 6,334 $ 1,364 $ 245 $ 5 $ 36,502 Intersegment 388 94 7 32 (521) - -------- -------- ------- ------ ------- -------- Total Revenues $ 28,942 $ 6,428 $ 1,371 $ 277 $ (516) $ 36,502 ======== ======== ======= ====== ======= ======== Net income (loss) $ (1,054) $ 376 $ 26 $ (44) $ 4 $ (692) 2000 ---- Revenues External customer $ 32,582 $ 5,948 $ 1,424 $ 94 $ 7 $ 40,055 Intersegment 760 43 8 11 (822) - -------- -------- ------- ------ ------- -------- Total Revenues $ 33,342 $ 5,991 $ 1,432 $ 105 $ (815) $ 40,055 ======== ======== ======= ====== ======= ======== Net income (loss) $ 391 $ 386 $ 143 $ (29) $ (3) $ 888 Financial Services Sector ----------------------------------- Auto Ford Other Elims/ Nine Months Sector Credit Hertz Fin Svcs Other Total ---------- ------------- ----------- ---------- ---------- ------------ 2001 ---- Revenues External customer $ 97,756 $ 18,938 $ 3,821 $ 728 $ 19 $121,262 Intersegment 2,932 334 21 104 (3,391) - -------- -------- ------- ------ ------- -------- Total Revenues $100,688 $ 19,272 $ 3,842 $ 832 $(3,372) $121,262 ======== ======== ======= ====== ======= ======== Income (loss) from continuing operations $ (1,559) $ 1,136 $ 81 $ (45) $ 2 $ (385) Total assets at September 30 $ 87,630 $174,318 $11,811 $3,768 $ - $277,527 2000 ---- Revenues External customer $106,123 $ 17,217 $ 3,826 $ 266 $ 26 $127,458 Intersegment 3,256 123 23 115 (3,517) - -------- -------- ------- ------ ------- -------- Total Revenues $109,379 $ 17,340 $ 3,849 $ 381 $(3,491) $127,458 ======== ======== ======= ====== ======= ======== Income (loss) from continuing operations $ 2,995 $ 1,126 $ 303 $ (26) $ (65) $ 4,333 Total assets at September 30 $ 96,210 $169,894 $11,191 $4,990 $ - $282,285 </TABLE> - - - - - "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. "Elims/Other" data includes intersegment eliminations and minority interests. Interest income for the operating segments in the Financial Services Sector is reported as "Revenues". -7-
Report of Independent Accountants To the Board of Directors and Stockholders Ford Motor Company We have reviewed the accompanying consolidated balance sheet of Ford Motor Company and its subsidiaries as of September 30, 2001, and the related consolidated statement of income for each of the three-month and nine-month periods ended September 30, 2001 and 2000 and the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We previously audited in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2000, and the related consolidated statements of income, stockholders' equity and of cash flows for the year then ended (not presented herein), and in our report dated January 18, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/PricewaterhouseCooper PricewaterhouseCoopers LLP Detroit, Michigan October 16, 2001 -8-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ------------------------------------------------------------------------------- THIRD QUARTER RESULTS OF OPERATIONS Worldwide losses in the third quarter of 2001 were $692 million, compared with earnings of $888 million in the third quarter of 2000. Sales and revenues were $36.5 billion in the third quarter of 2001, down $3.6 billion from a year ago. Vehicle unit sales were 1,513,000, down 163,000 units. Results by business sector for the third quarter of 2001 and 2000 are shown below (in millions). <TABLE> <CAPTION> Third Quarter Net Income/(Loss) ------------------------------------------------ 2001 O/(U) 2001 2000 2000 ---------------- -------------- ---------------- <s> <c> <c> <c> Automotive sector $(1,054) $ 391 $(1,445) Financial Services sector 362 497 (135) ------- ------- ------ Total Company $ (692) $ 888 $(1,580) ======= ======= ======= </TABLE> Automotive Sector - ----------------- Automotive sector losses were $1,054 million in the third quarter of 2001, on sales of $28.6 billion. These losses include a non-cash charge of $199 million for the write-down of certain investments and a credit of $9 million related to the new accounting standard (SFAS No. 133) on hedging and derivatives. Earnings in the third quarter of 2000 were $391 million, on sales of $32.6 billion (including a non-cash profit reduction of $106 million related to the acquisition of Land Rover). Details of third quarter Automotive sector earnings are shown below (in millions). <TABLE> <CAPTION> Third Quarter Net Income/(Loss) ----------------------------------------- 2001 O/(U) 2001 2000 2000 ------------ -------------- ------------ <s> <c> <c> <c> North American Automotive $(1,026) $ 769 $(1,795) Automotive outside North America - Europe (24) (297) 273 - South America (56) (64) 8 - Rest of World 52 (17) 69 ------- ------- ------- Total Automotive outside North America (28) (378) 350 ------- ------- ------- Total Automotive sector $(1,054) $ 391 $(1,445) ======= ====== ======= </TABLE> Automotive sector losses in North America were $1,026 million in the third quarter of 2001, on sales of $19.8 billion. In the third quarter of 2000, earnings were $769 million, on sales of $23.4 billion. The reduction in earnings reflected primarily lower unit sales volume, significantly higher marketing costs, and warranty and other costs associated with customer satisfaction initiatives on various vehicles built several years ago. In the third quarter of 2001, 4.2 million new cars and trucks were sold in the United States, down from 4.6 million units a year ago. Our market share this year was 22.2%, down 0.6 percentage points from a year ago, due primarily to increased competition from Japanese and Korean manufacturers. Marketing costs increased to 16.0% of sales, up from 11.1% a year ago, reflecting increased competitive spending, including the introduction of 0.0% financing in mid-September. In Europe, losses were $24 million in the third quarter of 2001, compared with losses of $297 million a year ago, reflecting improved results at Ford-brand operations from successful new products and the effects of last year's restructuring actions. In the third quarter of 2001, 4.1 million new cars and trucks were sold in our 19 primary European markets, about equal to last year. Our share was 11.0%, up 0.3 percentage points. -9-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) - -------------------------------------------------------------------------------- In South America, losses were $56 million, compared with a loss of $64 million a year ago. About 380,000 new cars and trucks were sold in Brazil, compared with 390,000 a year ago. Our share of those unit sales was 7.3%, down 1.9 percentage points, reflecting increased competition. Earnings outside North America, Europe, and South America ("Rest of World") were $52 million in the third quarter of 2001, $69 million better than a year ago, primarily reflecting favorable exchange and other factors that are not indicative of ongoing performance. Financial Services Sector - ------------------------- Details of third quarter Financial Services sector earnings are shown below (in millions). <TABLE> <CAPTION> Third Quarter Net Income/(Loss) ------------------------------------------- 2001 O/(U) 2001 2000 2000 ------------- ------------ ---------------- <s> <c> <c> <c> Ford Credit $376 $386 $ (10) Hertz 26 143 (117) Minority interests and other (40) (32) (8) ---- ---- ----- Total Financial Services sector $362 $497 $(135) ==== ==== ===== Memo: Ford's share of earnings in Hertz $ 26 $116 $ (90) </TABLE> Ford Credit's net income in the third quarter of 2001 was $376 million, down $10 million from a year ago. Excluding the effects of SFAS No. 133, net income for the third quarter of 2001 was $389 million, up $3 million or 1% from a year ago. Higher volume and margin and improvements in investment and other income (primarily the result of gains on sale of receivables and higher interest income on retained assets related to securitization transactions) were offset largely by higher credit losses. Hertz earned $26 million in the quarter, down $117 million from a year ago, reflecting lower rental volume due to the slowing U.S. economy and the September 11th terrorist attacks with resulting declines in both business and leisure travel. (Effective March 2001, Ford increased its ownership of Hertz to 100%, compared with about 81% a year ago.) FIRST NINE MONTHS RESULTS OF OPERATIONS Worldwide losses for the first nine months of 2001 were $385 million, compared with earnings from continuing operations of $4,333 million in the first nine months of 2000. Sales and revenues were $121.3 billion in the first nine months of 2001, down $6.2 billion from a year ago. Vehicle unit sales were 5,183,000, down 402,000 units. Results by major business sector for the first nine months of 2001 and 2000 are shown below (in millions). <TABLE> <CAPTION> First Nine Months Net Income/(Loss) -------------------------------------- 2001 O/(U) 2001 2000 2000 ------------ ------------ ------------ <s> <c> <c> <c> Automotive sector $(1,559) $ 2,995 $(4,554) Financial Services sector 1,174 1,338 (164) ------- ------- ------- Total continuing operations $ (385) $ 4,333 $(4,718) Net income from discontinued operation - 309 (309) Loss on spin-off of discontinued operation - (2,252) 2,252 ------- ------- ------- Total Company $ (385) $ 2,390 $(2,775) ======= ======= ======= </TABLE> -10-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) - -------------------------------------------------------------------------------- Automotive Sector - ----------------- Losses for our Automotive sector were $1,559 million in the first nine months of 2001, on sales of $97.8 billion. Earnings in the first nine months of 2000 were $2,995 million, on sales of $106.1 billion. Adjusted for constant volume and mix, total automotive costs (excluding costs related to the Firestone tire replacement action) were up $200 million from the first nine months of 2000, reflecting higher precious metal and launch-related costs. Automotive sector earnings in the first nine months of 2001 and 2000 are shown below (in millions). <TABLE> <CAPTION> First Nine Months Net Income/(Loss) --------------------------------------- 2001 O/(U) 2001 2000 2000 ----------- ----------- ----------- <s> <c> <c> <c> North American Automotive $(1,529) $ 4,279 $(5,808) Automotive outside North America - Europe 205 (1,163) 1,368 - South America (179) (209) 30 - Rest of World (56) 88 (144) ------- ------- ------- Total Automotive outside North America (30) (1,284) 1,254 ------- ------- ------- Total Automotive sector $(1,559) $2,995 $(4,554) ======= ====== ======= </TABLE> In North America, losses were $1,529 million in the first nine months of 2001, down $5,808 million from the first nine months of 2000. The decrease reflected primarily lower unit sales volume, higher marketing costs, costs related to the Firestone tire replacement action, and higher costs for other customer satisfaction initiatives. In the first nine months of 2001, 13.0 million new cars and trucks were sold in the United States, down from a record 13.9 million units a year ago. Our share this year was 22.7%, down 1.3 percentage points reflecting primarily increased competition from Japanese and Korean manufacturers. In Europe, first nine months earnings were $205 million, compared with losses of $1,163 million in the first nine months of 2000. The improvement reflected primarily stronger vehicle unit sales and the non-recurrence of charges last year for asset impairment and restructuring costs. In the first nine months of 2001, 13.7 million new cars and trucks were sold in our 19 primary European markets, down 300,000 units from a year ago. Our share this year was 10.9%, up 0.9 percentage points, reflecting increased sales of new Transit and Mondeo models. In South America, losses were $179 million in the first nine months of 2001, compared with a loss of $209 million a year ago. In Brazil, 1,220,000 new cars and trucks were sold, compared with 1,046,000 a year ago. Our share this year was 7.8%, down 1.5 percentage points. In Rest of World, losses were $56 million in the first nine months of 2001, compared with earnings of $88 million in the first nine months of 2000. The decline reflected primarily restructuring costs and poorer operating results at Mazda. -11-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) - -------------------------------------------------------------------------------- Financial Services Sector - ------------------------- In the first nine months of 2001, earnings for our Financial Services sector declined $164 million from last year, more than explained by lower profits at Hertz, reflecting effects of the slowdown in the U.S. economy. Details of Financial Services sector earnings in the first nine months of 2001 and 2000 are shown below (in millions). <TABLE> <CAPTION> First Nine Months Net Income/(Loss) ---------------------------------------- 2001 O/(U) 2001 2000 2000 ------------ ------------ ------------ <s> <c> <c> <c> Ford Credit $1,136 $1,126 $ 10 Hertz 81 303 (222) Minority interests and Other (43) (91) 48 ----- ------ ---- Total Financial Services sector $1,174 $1,338 $(164) ====== ====== ===== Memo: Ford's share of earnings in Hertz $ 85 $246 $(161) </TABLE> LIQUIDITY AND CAPITAL RESOURCES Automotive Sector - ----------------- At September 30, 2001, our Automotive sector had $13.0 billion of cash and marketable securities, down $3.5 billion from December 31, 2000. The decline was more than explained by cash outlays for the final payment for Volvo Car ($1.6 billion), share repurchase program ($1.1 billion), dividends to shareholders ($1.7 billion), and our acquisition of the minority interest in Hertz ($735 million), offset partially by positive operating cash flow. Automotive gross cash was $15.2 billion at September 30, 2001, including $2.2 billion of prefunding of certain employee health benefit obligations through a Voluntary Employee Beneficiary Association trust. At September 30, 2001, our Automotive sector had total debt of $12.1 billion, about equal to December 31, 2000. Financial Services Sector - ------------------------- At September 30, 2001, our Financial Services sector had cash and cash equivalents of $4.5 billion, up $3.0 billion from December 31, 2000. The increase in cash and cash equivalents is due to sales of receivables that occurred near the end of September 2001 in excess of commercial paper maturities. Finance receivables and net investments in operating leases were $161.8 billion at September 30, 2001, down from $171.8 billion at December 31, 2000. Total debt was $154.3 billion at September 30, 2001, up $0.8 billion from December 31, 2000. This includes outstanding commercial paper at September 30, 2001 of $21.6 billion at Ford Credit, and $1.1 billion at Hertz, with an average remaining maturity of 45 days and 16 days, respectively. As a result of the credit rating downgrades discussed below, Ford Credit's commercial paper generally is no longer eligible for purchase by money market mutual funds subject to the Investment Company Act of 1940. In partial response to this, and to ensure liquidity throughout the business cycle, Ford Credit has reduced its reliance on commercial paper funding by reducing outstanding commercial paper from $42 billion at the end of 2000 to $21.6 billion at September 30, 2001. During 2001, Ford Credit has relied more heavily on other sources of funding, including long-term unsecured debt (such as the $7.9 billion of debt securities issued on October 25, 2001, described below) and public and private sales of receivables. In addition, Ford Credit and its subsidiaries have available $15 billion under contractually committed global credit agreements with various banks, the majority of which is available through June 30, 2006. Substantially all of these bank facilities were unused at October 31, 2001. Also, banks provide $10 billion of -12-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) - -------------------------------------------------------------------------------- liquidity facilities to support the asset-backed commercial paper program of a Ford Credit-sponsored special purpose entity. Furthermore, Ford Credit has entered into agreements with several bank-sponsored, commercial paper issuers ("conduits") under which such conduits are contractually committed to purchase receivables from Ford Credit, at Ford Credit's option. These agreements generally are revolving 364-day commitments. As of October 31, 2001, available capacity under these agreements was $8.1 billion, of which $1.5 billion expires in December 2001 and the balance expires between June and October of 2002. -------------------------- On October 10, 2001, our Board of Directors declared a dividend of 15 cents a share on our common and Class B stock for the fourth quarter of 2001, which represents a 50% decrease from the 30 cents per share paid in the last several quarters. This will reduce cash outlays by about $1 billion on an annual basis. On October 18, 2001, Moody's Investors Service ("Moody's") affirmed Ford Credit's long- and short-term debt ratings at A2 and Prime-1, respectively, and lowered Ford's long-term debt rating from A2 to A3. Moody's stated that the outlook for the ratings is negative. On October 15, 2001, Standard & Poors lowered Ford's and Ford Credit's long-term debt rating from A to BBB+, stable outlook, and lowered short-term debt ratings from A-1 to A-2. On September 26, 2001, Fitch, Inc. announced that it had downgraded the long-term credit ratings of Ford, Ford Credit and certain of their affiliates from A+ to A- and lowered short-term debt ratings from F1 to F2. On October 25, 2001, Ford and Ford Credit issued approximately $9.4 billion of debt securities. Of this amount, $1.5 billion of debt securities due July 16, 2031 was issued by Ford, and the balance, with maturities ranging from two to ten years, was issued by Ford Credit. The proceeds from these issuances will be used by Ford for general corporate purposes and by Ford Credit to purchase receivables, make loans, and retire existing debt. Neither Ford nor Ford Credit guarantees the debt securities of the other. OUTLOOK We expect business conditions in the fourth quarter of 2001 to continue to be volatile and uncertain. Our planned vehicle production in North America is 965,000 units, up from 813,000 units in the third quarter of 2001, but down 8% from a year ago. Excluding charges for restructuring actions described below, we expect fourth quarter 2001 results to improve from the third quarter, but it will be difficult to earn a profit. In addition to the previously announced separation program for an estimated 4,000 to 5,000 salaried employees, the costs for which will be incurred in the fourth quarter, further restructuring actions are being considered. NEW ACCOUNTING STANDARD On January 1, 2002, we will adopt SFAS No. 142, "Goodwill and Other Intangible Assets". Goodwill and certain intangible assets will no longer be amortized, but will be subject to an annual impairment test. As of September 30, 2001, net goodwill and intangible assets, having various amortization periods, was $8.6 billion. We are currently assessing the impact of this standard on our financial statements. OTHER FINANCIAL INFORMATION PricewaterhouseCoopers LLP, our independent accountants, performed a limited review of the financial data presented on pages 2 through 7 inclusive. The review was performed in accordance with standards for such reviews established by the American Institute of Certified Public Accountants. The review did not constitute an audit; accordingly, PricewaterhouseCoopers LLP did not express an opinion on the aforementioned data. -13-
Part II. Other Information Item 1. Legal Proceedings - -------------------------- Firestone Matters. (Previously discussed beginning on page 20 of Ford's Annual Report on Form 10-K for the year ended December 31, 2000 (the "10-K Report"), on page 15 of Ford's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (the "First Quarter 10-Q Report") and on page 17 of Ford's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (the "Second Quarter 10-Q Report").) As previously reported, NHTSA has been investigating the circumstances leading up to Firestone's tire recall and our tire replacement program, as well as the root cause of the tire failures and related accidents. On October 4, 2001, NHTSA issued its determination that 3.5 million of the older tires subject to our replacement program are defective, and said that Firestone had agreed to recall those tires. About 2.5 million of the defective tires are estimated to have been in service as of May 2001 (when Ford's replacement program was announced), and consist of 15 and 16-inch Wilderness AT tires manufactured prior to May 1998 and supplied to Ford as original equipment or sold as replacement equipment. In its October 4th announcement, NHTSA said that the plant-by-plant failure trends for the defective tires are similar to those of the ATX tires recalled by Firestone in August 2000. The agency also said that the failure rate for these tires is significantly higher than that of competitors' tires used on SUVs, especially Goodyear tires used as original equipment on the Ford Explorer. As to Wilderness AT tires built after May 1998, NHTSA said that those tires are relatively new and, therefore, it is unable to determine at this time whether their field performance ultimately would be significantly better than the older tires. NHTSA therefore said that it would continue to monitor the newer tires. However, NHTSA has encouraged owners of those newer Wilderness AT tires to take advantage of Ford's replacement program. As a result of Firestone's August 2000 recall and Ford's May 2001 replacement program, we continue to deal with major litigation and other matters involving Firestone ATX and Wilderness AT tires on Ford vehicles. We are continuing our efforts to resolve the personal injury lawsuits and have settled more than one third of the total of such cases that have been filed to date. As previously reported, most of the class action lawsuits relating to our use of Firestone tires are consolidated in federal court in Indianapolis. That court has ruled that, under federal law, NHTSA has the exclusive authority to order and supervise automotive recalls. Accordingly, the court dismissed those portions of the class action complaints that sought recall of additional tires or court supervision of the recall and the tire replacement program. The court also dismissed some of the claims for damages. The court declined to dismiss the plaintiffs' warranty claims for the alleged diminution in value of the Explorer. A hearing on plaintiffs' motion to certify a class is scheduled for November 16, 2001. The estimated costs of these personal injury and class action lawsuits have been accrued and are reflected in our financial statements. Environmental Matters - --------------------- MFA Grand Jury Matter. (Previously discussed on page 22 of the 10-K Report and on page 18 of the Second Quarter 10-Q Report.) By letter dated October 16, 2001, the U.S. Department of Justice informed us that the government does not intend to pursue a criminal case against the Company. The U.S. Department of Justice has also assured us that the government does not intend to prosecute any individuals in connection with this matter. Waste Disposal. (Previously discussed on page 22 of the 10-K Report.) The U.S. Attorney's Office informed us on October 11, 2001, that it has terminated its investigation of the shipment of waste materials from Ford Venezuela for disposal in Texas and that it does not intend to prosecute any individual or business entity in connection with this matter. Discussions with U.S. EPA on the related civil enforcement matter are continuing. -14-
Item 1. Legal Proceedings - -------------------------- (Continued) Class Actions - ------------- Paint Class Actions. (Previously discussed on page 23 of the 10-K Report.) The Illinois trial court denied our motion to dismiss and the parties are engaged in discovery. The Texas trial court granted Plaintiffs' latest motion for class certification and certified two classes consisting of original owners of class vehicles who experienced peeling paint and all original owners who paid Ford or a Ford dealer to repaint their vehicles. We are preparing an appeal to the Texas Court of Appeals. TFI Module Class Action. (Previously discussed beginning on page 23 of the 10-K Report, on page 15 of the First Quarter 10-Q Report and on page 18 of the Second Quarter 10-Q Report.) In July 2001, the parties reached an agreement in principle to settle the lead case in California and the similar cases in Maryland, Alabama, Tennessee, Washington and one in Illinois. The settlement agreement provides that Ford will extend the warranties applicable to distributor-mounted TFI modules, reimburse class members who previously paid to replace Motorcraft(R) distributor-mounted TFI modules prior to 100,000 miles of vehicle use, make donations to colleges and universities for research in the field of automotive safety, and pay plaintiffs' counsel reasonable fees and expenses. On October 25, 2001, the California trial court gave preliminary approval to the settlement substantially as was agreed in July. We expect to receive final approval of the settlement in the first half of 2002. Ford/Citibank Visa Class Actions. (Previously discussed on page 24 of the 10-K Report.) The U.S. Court of Appeals for the Ninth Circuit affirmed the dismissal of the coordinated proceedings. We have moved for rehearing en banc. Ford Credit Debt Collection Class Actions. (Previously discussed on page 26 of the 10-K Report, on page 15 of the First Quarter 10-Q Report and on page 18 of the Second Quarter 10-Q Report.) On October 19, 2001, the United States Court of Appeals for the Eighth Circuit heard oral arguments in the Dubois case. We anticipate the court will issue its decision during the first quarter 2002. In Davidson, plaintiff's counsel agreed to the entry of a Stipulation and Order of Dismissal with the understanding that counsel has sixty days from the date of the order to substitute a new class representative. Late Charges Class Actions. (Previously discussed on page 26 of the 10-K Report and on page 18 of the Second Quarter 10-Q Report.) In the Cumberland case, the California Supreme Court declined to review the trial court's class certification order, and trial is scheduled to commence in January 2002. Recently, a second purported class action, Simpkins v. Ford Credit, was filed in Maryland state court with the same allegations. Performance Management Process Class Action. (Previously discussed on page 26 of the 10-K Report, on page 16 of the First Quarter 10-Q Report and on page 18 of the Second Quarter 10-Q Report.) On July 31, 2001, the court denied Ford's motion to dismiss the "disparate impact" claims of the putative class, and we are seeking to appeal that ruling. Reverse Discrimination Class Action. (Previously discussed on page 26 of the 10-K Report, on page 16 of the First Quarter 10-Q Report and on page 18 of the Second Quarter 10-Q Report.) On July 31, 2001, the court denied Ford's motion to dismiss the "disparate impact" claims of the putative class, and we are seeking to appeal that ruling. F-150 Radiators Class Actions. (Previously discussed on page 16 of the First Quarter 10-Q Report.) The complaint in New York has been dismissed, but we expect Plaintiffs to file an amended complaint. -15-
<TABLE> <CAPTION> Supplemental Schedule Ford Capital BV and Subsidiaries CONSOLIDATED STATEMENT OF INCOME -------------------------------- For the Periods Ended September 30, 2001 and 2000 (in millions) Third Quarter Nine Months --------------------------- --------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ----------- (unaudited) (unaudited) <s> <c> <c> <c> <c> AUTOMOTIVE - ---------- Sales $ 394 $ 425 $ 1,471 $ 1,435 Costs and expenses (Note 2) Cost of sales (Note 3) 363 393 1,380 1,339 Selling, administrative and other expenses 22 29 76 82 ------- ------- ------- ------- Total costs and expenses 385 422 1,456 1,421 Operating income 9 3 15 14 Interest income 32 64 119 204 Interest expense 24 54 96 170 ------- ------- ------- ------- Net interest income 8 10 23 34 Income before income taxes 17 13 38 48 Provision for income taxes 6 6 14 21 ------- ------- ------- ------- Net income $ 11 $ 7 $ 24 $ 27 ======= ======= ======= ======= </TABLE> The accompanying notes are part of the financial statements. -16-
<TABLE> <CAPTION> Ford Capital BV and Subsidiaries CONSOLIDATED BALANCE SHEET -------------------------- (in millions) September,30 December 31, 2001 2000 --------------- ---------------- (unaudited) <s> <c> <c> ASSETS Cash and cash equivalents $ 27 $ 18 Receivables 38 55 Notes receivable, affiliate 468 411 Inventories 55 41 Deferred income taxes 20 24 Other current assets 26 28 ------ ------ Total current assets 634 577 Notes receivable, affiliate 835 1,391 Net property 14 14 Other assets 119 104 ------ ------ Total assets $1,602 $2,086 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Trade payables $ 68 $ 63 Payables, affiliate and other 34 71 Accrued liabilities 240 156 Income taxes payable 33 31 Debt payable within one year 451 567 ------ ------ Total current liabilities 826 888 Long-term debt 500 900 Deferred tax liability - 16 Other liabilities 10 10 ------ ------ Total liabilities 1,336 1,814 Minority interests 1 1 Stockholders' equity Capital stock, 255,140 shares issued with a par value of $593 and 623,392 shares issued with a par value of $133 each. 236 236 Capital in excess of par value of stock 72 72 Accumulated other comprehensive income (Notes 2 and 3) (44) (15) Accumulated deficit 1 (22) ------ ------ Total stockholders' equity 265 271 ------ ------ Total liabilities and stockholders' equity $1,602 $2,086 ====== ====== - - - - - - </TABLE> The accompanying notes are part of the financial statements. -17-
<TABLE> <CAPTION> Ford Capital BV and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- For the Periods Ended September 30, 2001 and 2000 (in millions) Nine Months -------------------------------- 2001 2000 --------------- --------------- (unaudited) <s> <c> <c> Cash and cash equivalents at January 1 $ 18 $ 49 Cash flows from operating activities 30 45 Cash flows from investing activities Changes in notes receivable 501 293 Other (3) (2) ----- ----- Net cash provided by investing activities 498 291 Cash flows from financing activities Changes in short term debt 34 12 Principal payments on other debt (550) (373) ----- ----- Net cash used in financing activities (516) (361) Effect of exchange rate changes on cash (3) (3) Net increase/(decrease) in cash and cash equivalents 9 (28) ----- ----- Cash and cash equivalents at September 30 $ 27 $ 21 ===== ===== The accompanying notes are part of the financial statements. </TABLE> -18-
Ford Capital BV and Subsidiaries NOTES TO FINANCIAL STATEMENTS ----------------------------- 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 Ford Motor Company's Annual Report on Form 10-K for the year ended December 31, 2000. For purposes of this report, "the Company" or similar references mean Ford Capital BV and its majority owned subsidiaries unless the context requires otherwise. Certain amounts for prior periods were reclassified, if required, to conform to present period presentation. 2. SFAS 133 - Ford Capital BV adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138 on January 1, 2001. For further discussion on SFAS No. 133, refer to Note 3 in Form 10-Q for the quarterly period ended March 31, 2001. SFAS No. 133 has resulted in no adjustments to income. The impact to stockholders' equity for the third quarter and nine months ended 2001 (including transition adjustment), was a $10 million and $26 million reduction, respectively. SFAS No. 133 adjustments are recorded in accumulated other comprehensive income, a separate component of stockholders equity. 3. Comprehensive Income - Other comprehensive income primarily reflects foreign currency translation adjustments and adjustments related to SFAS 133 (Note 2). Total comprehensive income is summarized as follows (in millions): <TABLE> <CAPTION> Nine Months ----------------------------------- 2001 2000 ----------------- ---------------- <s> <c> <c> Net income $ 24 $ 27 Other comprehensive income (29) 29 ----- ---- Total comprehensive income $ (5) $ 56 ==== ==== </TABLE> 4. Contingent Liabilities - The company's subsidiary in Norway is in negotiation with the local authorities in respect of a potential claim of $20 million plus interest and penalties for additional duties on vehicles imported during 1994/1995. The company believes that it has reasonable grounds to avoid liability. It is possible that the outcome could be unfavourable, however a reliable estimate of the potential loss cannot be made at this time. -19-
Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- Please refer to the Exhibit Index on Page 21. (b) Reports on Form 8-K ------------------- The Registrant filed the following Current Reports on Form 8-K during the quarter ended September 30, 2001: Current Report on Form 8-K dated July 3, 2001 included information relating to Ford's North American Production and Overseas Sales schedule. Current Report on Form 8-K dated July 18, 2001 included information relating to Ford's second quarter 2001 financial results. Current Report on Form 8-K dated August 1, 2001 included information relating to Ford's North American Production and Overseas Sales schedule. Current Report on Form 8-K dated August 17, 2001 included information relating to Ford's voluntary separation program and lower earnings forecast. Current Report on Form 8-K dated September 4, 2001 included information relating to Ford's North American Production and Overseas Sales schedule. Current Report on Form 8-K dated September 14, 2001 included information relating to Ford's North American Production for the third quarter 2001. 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. FORD MOTOR COMPANY ---------------------------- (Registrant) Date: November 14, 2001 By: /s/Don R. Leclair ----------------- --------------------------------- Don R. Leclair Vice President & Controller (principal accounting officer) -20-
<TABLE> <CAPTION> EXHIBIT INDEX ------------- Designation Description -------------------- ---------------------------------------------------------------------------- <s> <c> Exhibit 3-B By-Laws as amended through October 30, 2001 Exhibit 10-W Description of Agreement dated July 2001 with Wolfgang Reitzle Exhibit 10-X Description of Agreement dated September 2001 with Jacques Nasser Exhibit 12 Ford Motor Company and Subsidiaries Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. Exhibit 15 Letter of PricewaterhouseCoopers LLP, Independent Accountants, dated November 14, 2001, relating to Financial Information. </TABLE> -21-