8-KRegulation FDExhibits & Filings

FORD MOTOR CO 8-K Report, Regulation FD Disclosure (Jan 18, 2022)

Filed January 18, 2022For Securities:FF-PCF-PDF-PB

Summary

Ford Motor Company's 8-K filing on January 18, 2022, disclosed significant special items impacting its fourth quarter and full-year 2021 financial results. The most notable item is a substantial pre-tax remeasurement gain of approximately $3.5 billion from its pension and other postretirement employee benefits (OPEB) plans. This gain, driven by higher discount rates and strong asset returns, is expected to increase net income by $2.8 billion on an after-tax basis. Importantly, this gain is classified as a special item and will not affect Ford's adjusted EBIT or adjusted earnings per share, providing clarity for investors focused on ongoing operational performance. Beyond the pension accounting, the filing also provided preliminary details on other special items for FY2021, including a significant gain on Rivian's IPO and mark-to-market adjustments totaling $9.1 billion. Conversely, Ford incurred costs related to debt extinguishment and its Global Redesign initiative. While these special items will impact reported net income, the company has reiterated that its 2022 contribution expectations for pension plans remain unchanged, and the remeasurement gain itself did not impact cash in 2021.

Key Highlights

  • 1Ford expects a significant pre-tax remeasurement gain of approximately $3.5 billion from its pension and OPEB plans in Q4 2021.
  • 2This pension and OPEB gain is primarily attributed to higher discount rates and favorable asset returns, boosting net income by an estimated $2.8 billion after tax.
  • 3The company utilizes mark-to-market accounting for its pension and OPEB plans, recognizing these gains/losses when incurred as special items.
  • 4The pension and OPEB remeasurement gain will not impact Ford's adjusted EBIT or adjusted earnings per share, aligning with its focus on ongoing operational performance.
  • 5Preliminary FY2021 special items also include a substantial $9.1 billion gain from Rivian's IPO and mark-to-market adjustments.
  • 6Ford reported preliminary special items related to debt extinguishment and its Global Redesign initiative, resulting in net charges.
  • 7The underfunded status of pension and OPEB plans has significantly improved, with expected year-end 2021 figures of $0.3 billion and $6.0 billion, respectively, down from $6.7 billion and $6.6 billion in 2020.

Frequently Asked Questions

The primary reason for the large gain is the accounting for pension and OPEB plans using the mark-to-market method. Ford recognized a pre-tax remeasurement gain of approximately $3.5 billion due to higher discount rates and strong investment returns on plan assets exceeding assumptions.

No, the reported pension and OPEB remeasurement gain is classified as a special item and will not impact Ford's total company adjusted EBIT or adjusted earnings per share. This distinction allows investors to better assess the company's core ongoing business operations.

The remeasurement gain, along with other factors like higher discount rates and strong asset performance, has significantly improved the underfunded status of Ford's pension and OPEB plans. The company expects these plans to be only slightly underfunded at year-end 2021, a substantial improvement from year-end 2020.

Ford stated that the remeasurement gain did not have an impact on its cash in 2021 and does not change its expectations for pension contributions in 2022. This indicates the gain is primarily an accounting adjustment rather than a cash event.