8-K 1 explorerfsa.htm 8-K Document

Washington, D. C. 20549


Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: June 7, 2019
(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.)
One American Road, Dearborn, Michigan
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

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 o

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. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange
on which registered
Common Stock, par value $.01 per share
New York Stock Exchange

Item 7.01. Regulation FD Disclosure.

Field Service Action. Ford Motor Company is announcing today a field service action to correct a suspension issue in certain model year 2011 through 2017 Explorer vehicles.  The cost of the action, which will be incurred by our North America business unit, is estimated to be $180 million.  The expense will be reflected in our second quarter 2019 results.  For the full year, we continue to expect Company adjusted EBIT to be higher than in 2018.  Please see our Quarterly Report on Form 10-Q for the period ended March 31, 2019 for additional information concerning our guidance, and the attached Cautionary Note on Forward-Looking Statements for a list of items that could cause our actual results to be different than our guidance. 

Transit Connect Customs Ruling (as previously reported on page 23 of our 2018 Form 10-K Report). On March 8, 2013, U.S. Customs and Border Protection (“CBP”) ruled that Transit Connects imported as passenger wagons and later converted into cargo vans are subject to the 25% duty applicable to cargo vehicles, rather than the 2.5% duty applicable to passenger vehicles.  As a result of the ruling, CBP is requiring Ford to pay the 25% duty upon importation of Transit Connects that will be converted to cargo vehicles, and is seeking the difference in duty rates for prior imports.  Our protest of the ruling within CBP was denied, and we filed a challenge in the U.S. Court of International Trade (“CIT”).  On August 9, 2017, the CIT ruled in our favor.  On October 6, 2017, CBP filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit, and on June 7, 2019, a panel of three Federal Circuit judges ruled in favor of CBP.  We are evaluating our options following the most recent ruling. If we ultimately receive a favorable ruling, we will receive a refund of the contested amounts paid and we will treat the refund as a special item.  Similarly, if we are required to pay the higher rate for prior imports, the payment will be treated as a special item.  Accordingly, the Company adjusted EBIT guidance provided above is not affected by either a refund or a payment related to this matter. 


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.

Date: June 12, 2019
/s/ Corey M. MacGillivray
Corey M. MacGillivray
Assistant Secretary

Cautionary Note on Forward-Looking Statements

Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:

Ford’s long-term competitiveness depends on the successful execution of fitness actions;
Industry sales volume, particularly in the United States, Europe, or China, could decline if there is a financial crisis, recession, or significant geopolitical event;
Ford’s new and existing products and mobility services are subject to market acceptance;
Ford’s results are dependent on sales of larger, more profitable vehicles, particularly in the United States;
Ford may face increased price competition resulting from industry excess capacity, currency fluctuations, or other factors;
Fluctuations in commodity prices, foreign currency exchange rates, and interest rates can have a significant effect on results;
With a global footprint, Ford’s results could be adversely affected by economic, geopolitical, protectionist trade policies, or other events, including Brexit;
Ford’s production, as well as Ford’s suppliers’ production, could be disrupted by labor disputes, natural or man-made disasters, financial distress, production difficulties, or other factors;
Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;
Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition;
Economic and demographic experience for pension and other postretirement benefit plans (e.g., discount rates or investment returns) could be worse than Ford has assumed;
Ford’s vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or increased warranty costs;
Ford may need to substantially modify its product plans to comply with safety, emissions, fuel economy, and other regulations that may change in the future;
Ford could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, perceived environmental impacts, or otherwise;
Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;
Operational systems, security systems, and vehicles could be affected by cyber incidents;
Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;
Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;
Ford Credit could face increased competition from banks, financial institutions, or other third parties seeking to increase their share of financing Ford vehicles; and
Ford Credit could be subject to new or increased credit regulations, consumer or data protection regulations, or other regulations.

We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise. For additional discussion, see “Item 1A. Risk Factors” in our 2018 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.