SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the fiscal year ended December 30, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
-----
For the transition period from ________________ to ________________
Commission file number 1-3950
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the plan)
FORD MOTOR COMPANY
One American Road
Dearborn, Michigan 48126
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
-2-
Required Information
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Financial Statements and Schedules
----------------------------------
Statement of Net Assets Available for Benefits, as of December 30, 2003
and December 30, 2002.
Statement of Changes in Net Assets Available for Benefits for the year
ended December 30, 2003.
Schedule I - Schedule of Assets Held at End of Year as of December 30,
2003.
Exhibit
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Designation Description Method of Filing
----------- ----------- ----------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP Filed with this Report.
Signature
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees Committee has
duly caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
TAX-EFFICIENT SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/Charles E. Corbett
---------------------------------
Charles E. Corbett, Chair
Tax-Efficient Savings Plan for
Hourly Employees Committee
June 28, 2004
-3-
EXHIBIT INDEX
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Designation Description
----------- -----------
Exhibit 23 Consent of PricewaterhouseCoopers LLP
Ford Motor Company
Tax-Efficient Savings Plan for
Hourly Employees
Financial Statements and Supplemental Schedules
December 30, 2003 and 2002
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Contents
December 30, 2003 and 2002
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Page(s)
Report of Independent Registered Public Accounting Firm........................1
Financial Statements
Statement of Net Assets Available for Benefits as of
December 30, 2003 and 2002.....................................................2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 30, 2003 ..................................................3
Notes to Financial Statements................................................4-8
Supplemental Schedule*
Schedule I - Schedule of Assets Held at End of Year as of
December 30, 2003...........................................................9-11
* All other schedules required by 29 CFR 2520.103-10 are not included because
they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
The Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees (the
"Plan") at December 30, 2003 and 2002, and the changes in net assets available
for benefits for the year ended December 30, 2003 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
at End of Year as of December 30, 2003 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/PricewaterhouseCoopers LLP
Detroit, Michigan
June 16, 2004
1
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Statement of Net Assets Available for Benefits
As of December 30, 2003 and 2002
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2003 2002
Assets
Investments, at fair value (including participant loans
of $192,607,854 and $216,889,042, respectively) $ 4,446,787,767 $ 3,139,783,291
-------------------- --------------------
Total assets 4,446,787,767 3,139,783,291
-------------------- --------------------
Assets available for benefits $ 4,446,787,767 $ 3,139,783,291
-------------------- --------------------
The accompanying notes are an integral part of these financial statements.
2
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Statement of Changes in Net Assets Available for Benefits
Year Ended December 30, 2003
--------------------------------------------------------------------------------
Additions
Interest and dividends $ 108,923,427
--------------------
108,923,427
Contributions
Employee contributions 310,718,695
--------------------
310,718,695
Net appreciation in fair value of investments 1,058,532,354
Other additions
Loan repayment interest 14,613,036
--------------------
14,613,036
--------------------
Total additions 1,492,787,512
Deductions
Withdrawal of participants' accounts (177,806,623)
Ford stock dividend payments to participants (7,878,307)
Administrative expense (98,106)
--------------------
Total deductions (185,783,036)
--------------------
Net increase 1,307,004,476
--------------------
Net assets available for benefits
Beginning of year 3,139,783,291
--------------------
End of year $ 4,446,787,767
--------------------
The accompanying notes are an integral part of these financial statements.
3
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
December 30, 2003 and 2002
--------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees (the "Plan") provides only general
information. The Plan was established effective January 1, 1985. The
provisions of the Plan are governed in all respects by the detailed
terms and conditions contained in the Plan agreement.
Type and Purpose of the Plan
The Plan is a defined contribution plan established to encourage and
facilitate systematic savings and investment by eligible hourly
employees of Ford Motor Company (the "Company") and to provide them with
an opportunity to become stockholders of the Company. The Plan includes
provisions for voting shares of Company stock. It is subject to certain
provisions of the Employee Retirement Income Security Act of 1974
("ERISA") applicable to defined contribution pension plans.
Eligibility and Vesting
Hourly employees are eligible to participate in the Plan three months
after their original date of hire. Certain other part-time and temporary
employees may also be eligible to participate in the Plan. Participation
in the Plan is voluntary. Employees immediately vest 100% in the Plan.
Contributions
Participants can contribute to the Plan on both a pre-tax and after-tax
basis. Under the Plan and subject to limits required by the Internal
Revenue Code ("IRC"), participants may elect to contribute up to an
aggregate 40% of their eligible wages on a pre-tax and/or after-tax
basis. Effective April 1, 2004, participants will be allowed to elect up
to an aggregate of 50% of eligible wages to pre-tax and/or after-tax
contributions. Participants may also elect to contribute a portion of
their distributions under the Company's Profit Sharing Plan to the Plan.
Such pre-tax contributions are excluded from participants' taxable
income.
Subject to Ford Motor Company approval, participants may elect to roll
over amounts from other qualifying plans or arrangements in accordance
with the Internal Revenue Code. For the year ended December 30, 2003,
transfers from other qualifying plans or arrangements amounted to
$1,657,155 which are included in employee contributions in the
Statements of Changes in Net Assets Available for Plan Benefits.
Activity from participants in the Ford Stock Fund who have elected to
receive dividends paid in the form of cash instead of purchasing
additional shares is reported in the Statement of Changes in Net Assets
Available for Benefits.
Participant Accounts
Each participant's account is credited with the participant's
contributions and an allocation of plan earnings. The Company pays
administrative expenses and fees of the Ford Stock Fund and the
management fees of Common Stock Index Fund and BGI U.S. Debt Index Fund,
also known as the Bond Index Fund. All other miscellaneous fees and
expenses are deducted from participant account funds. The fees charged
to individual participant account fund assets totaled $98,106 for the
year ended December 30, 2003. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
4
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
December 30, 2003 and 2002
--------------------------------------------------------------------------------
Distributions
Plan assets may not be withdrawn by participants until the termination
of their employment or until they reach 59-1/2 years of age, except in
the case of personal financial hardship. At any time or from time to
time prior to termination of employment, a member may withdraw all or
part of the cash value of assets in his or her after-tax savings account
that are attributable to his or her after-tax savings contributions and
earnings thereon.
Investment Options and Participation
Participant contributions are invested in accordance with the
participant's election in one or more investment options. A variety of
investment options are available to the participants such as equity and
fixed income mutual funds, commingled institutional pools and Company
stock.
Transfers of Assets
The Plan permits the transfer of assets among investment options,
subject to certain trading restrictions imposed on some of the
investment options.
Participant Loans
The Plan permits loans to participants from both their pre-tax and
after-tax program accounts. Monthly loan interest rates are based on the
prime rate published in The Wall Street Journal on the last business day
of the prior month.
A participant is eligible to take out one loan per calendar year, and to
have only four loans outstanding at any one time. Regular loans may be
for a minimum of one year, but not exceeding five years. Home loans may
be for a minimum of one year, but not exceeding ten years.
Participant loans are classified as investments in the Statement of Net
Assets Available for Benefits. Loans that are considered to be in
default by the plan are reclassified as withdrawals.
Investment Contracts with Insurance Companies
There is no immediate recognition of investment gains and losses on
fixed income securities. Instead, the gain or loss is recognized over
time by adjusting the interest rate credited to the fund under the
contracts.
There were no reserves against contract value for credit risk of the
contract issuer or otherwise during 2003. The average yield and
crediting interest rate was approximately 5.33% for 2003. The crediting
interest rate is based on a formula agreed upon with the issuer, but may
not be less than 0%. Such interest rates are reviewed on an annual basis
for resetting.
Related-Party Transactions
Certain Plan investment options are mutual funds and other investment
products managed by Fidelity Management and Research Company, which is a
wholly owned subsidiary of Fidelity Management and Research Corporation.
Fidelity Management Trust Company, also a wholly owned subsidiary of
Fidelity Management and Research Corporation, is the trustee as defined
by the Plan. Fidelity Institutional Operations Company, Inc., also a
wholly owned subsidiary of Fidelity Management and Research Corporation,
is the administrator for the Plan. Fees paid to these entities for
trustee, administrative and other fees qualify as related party
transactions. Ford Motor Company paid trustee, administrative and other
fees of $3,148,326 during the Plan year ended December 30, 2003.
5
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
December 30, 2003 and 2002
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investments
The investment in the Ford Stock Fund and the investments in all other
funds except the Interest Income Fund are valued on the basis of quoted
year-end market prices. The Interest Income Fund is stated at contract
value, which approximates fair value. Contract value represents
contributions made under the contracts, plus interest at the annual
contract rate, less withdrawals paid out to participants. Participant
loans are valued at cost, which approximates fair value. The average
S&P and Moody's credit quality ratings for the underlying investments of
the Interest Income Fund were AA+ and Aa1, respectively. The Common
Stock Index Fund and the U.S. Extended Market Index Fund are stated at
the aggregate market value of the individual collective pools included
in each respective fund.
Purchases and sales of investments are reflected on a trade-date basis.
The Plan presents in the Statement of Changes in Net Assets Available
for Benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the Plan's realized gains or losses
and the unrealized appreciation (depreciation) on those investments.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
Contributions
Contributions to the Plan from participants are recorded in the period
that payroll deductions are made from plan participants.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of additions and deductions during the reporting period. Actual
results could differ from those estimates.
Risks and Uncertainties
The Plan's invested assets ultimately consist of Company stock, equity,
and fixed income mutual funds, and commingled institutional pools.
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the Statement
of Net Assets Available for Benefits and the Statement of Changes in Net
Assets Available for Benefits.
6
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
December 30, 2003 and 2002
--------------------------------------------------------------------------------
3. Investments
The following present investments that represent 5% or more of the
Plan's net assets as of December 30:
2003 2002
Units Market value Units Market value
Interest Income Fund 1,026,179,534 $ 990,058,014 825,530,507 $ 825,530,507
Ford Stock Fund* 359,016,663 2,064,345,811 325,482,615 1,132,679,500
Common Stock Index Fund 4,604,503 288,380,018 4,566,817 212,950,687
Participant loans 192,607,854 192,607,854 216,889,042 216,889,042
*$1,967,313,004 and $1,912,842,659 represents cost at December 30, 2003
and 2002 respectively.
During 2003, the Plan's investments appreciated in value by
$1,058,532,354 as follows:
Mutual funds $ 161,002,293
Ford common stock 821,899,693
Common and commingled trust funds 75,630,368
-------------------
$1,058,532,354
-------------------
4. The Ford Stock Fund
The Ford Stock Fund is not a mutual fund or a registered investment
company. It is an account that is managed for record keeping purposes
comprised of Ford Motor Company common stock with a liquidity component
to facilitate participant transactions. Information about the net assets
and the significant components of the changes in net assets relating to
the Ford Stock Fund is as follows at December 30:
2003 2002
Net assets
Ford Stock Fund $ 2,064,345,811 $ 1,132,679,500
Year Ended
December 30,
2003
Changes in net assets
Employee contributions $ 133,692,507
Interest and dividend income 49,872,567
Net appreciation 821,899,693
Withdrawal of participant's accounts (43,988,949)
Net transfers between funds (30,928,032)
Transfers out to other plans (7,878,427)
Participant loans 8,996,952
Matching contributions -
-------------------
$ 931,666,311
-------------------
7
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
December 30, 2003 and 2002
--------------------------------------------------------------------------------
5. Tax Status
The Internal Revenue Service ("IRS") has determined and informed the
Company by letter dated July 8, 2003, that the Plan and the related
trust are designed in accordance with applicable sections of the
Internal Revenue Code (the "Code"). The Plan has since been amended
through March 24, 2004. The Plan sponsor and tax counsel believe that
the Plan is currently designed and being operated in compliance with the
Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
6. Administration of Plan Assets
The Plan's assets are held by the Trustee of the Plan, Fidelity
Management Trust Company.
Certain administrative functions are performed by officers or employees
of the Company or its subsidiaries. No such officer or employee receives
compensation from the Plan.
7. Plan Termination
The Company, by action of the Board of Directors, may terminate the Plan
at any time. Termination of the Plan would not affect the rights of a
participant as to the continuance of investment, distribution or
withdrawal of the securities, cash and cash value of the Ford Stock Fund
units in the account of the participant as of the effective date of such
termination. In the event of termination, all loans would become due
immediately upon such termination. There are currently no plans to
terminate the Plan.
8
Ford Motor Company Tax-Efficient Supplemental Schedule I
Savings Plan for Hourly Employees
Schedule of Assets Held at End of Year
As of December 30, 2003
--------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of Investment
Identity of Issuer, Including Maturity Date,
Lessor, Borrower or Rate of Interest, Collateral,
Similar Party Par or Maturity Value Cost** Current Value
Cash and Cash Equivalents
* Fidelity Investments Fidelity Money Market Portfolio - Class I Shares, $ 40,561,463
40,561,463 units
* Fidelity Investments Fidelity Magellan, 1,380,160 units 134,620,816
* Fidelity Investments Fidelity Contrafund, 2,635,345 units 130,027,924
* Fidelity Investments Fidelity Equity-Income Fund, 640,039 units 31,765,152
* Fidelity Investments Fidelity Growth Company Fund, 1,638,204 units 82,155,952
* Fidelity Investments Fidelity Overseas Fund, 424,688 units 13,313,967
* Fidelity Investments Fidelity Real Estate Investment Portfolio Fund, 1,423,295 units 33,974,040
* Fidelity Investments Fidelity Capital Appreciation Fund, 778,262 units 19,082,975
* Fidelity Investments Fidelity Dividend Growth Fund, 2,706,309 units 73,746,932
* Fidelity Investments Fidelity Freedom Income Fund, 241,208 units 2,672,591
* Fidelity Investments Fidelity Freedom 2000 Fund, 209,956 units 2,471,186
* Fidelity Investments Fidelity Freedom 2010 Fund, 1,306,901 units 17,002,787
* Fidelity Investments Fidelity Freedom 2020 Fund, 1,012,394 units 13,161,118
* Fidelity Investments Fidelity Freedom 2030 Fund, 414,659 units 5,361,541
* Fidelity Investments Fidelity Freedom 2040 Fund, 199,042 units 1,502,766
* Fidelity Investments BGI EAFE Equity Index Fund, 101,115 units 919,139
* Fidelity Investments PIMCO Total Return Fund, 1,157,549 units 12,385,769
* Fidelity Investments Domini Social Equity Fund, 48,458 units 1,321,452
* Fidelity Investments Morgan Stanley Institutional Global Value Equity A Fund,
147,016 units 2,321,378
* Fidelity Investments T. Rowe Price International Discovery Fund, 285,165 units 7,499,827
* Fidelity Investments T. Rowe Price High Yield Fund, 2,017,253 units 14,241,807
* Fidelity Investments INVESCO Dynamics Fund, 210,393 units 3,107,503
* Fidelity Investments Templeton Foreign Fund, 534,801 units 5,758,855
* Fidelity Investments Oakmark Select Fund, 1,574,292 units 48,126,094
* Fidelity Investments PIMCO Real Return Fund, 1,672,251 units 18,762,652
9
(a) (b) (c) (d) (e)
Description of Investment
Identity of Issuer, Including Maturity Date,
Lessor, Borrower or Rate of Interest, Collateral,
Similar Party Par or Maturity Value Cost** Current Value
Investment Funds
(continued)
* Fidelity Investments Janus Aspen International Growth Portfolio, 100,390 units 2,306,964
* Fidelity Investments Janus Aspen Growth Portfolio, 133,090 units 2,552,659
* Fidelity Investments Citizens Global Equity, 39,268 units 621,618
* Fidelity Investments Vanguard Investment Index Plus Fund, 828,083 units 84,108,382
* Fidelity Investments Royce Low-Priced Stock Fund, 2,011,518 units 28,442,867
* Fidelity Investments Vanguard Explorer Fund, 275,481 units 16,933,825
* Fidelity Investments Neuberger Berman Genesis Fund, 565,679 units 20,172,122
* Fidelity Investments BGI U.S. Debt Index Fund, 1,957,521 units 41,205,815
* Fidelity Investments Ford Stock Fund, 359,016,663 units 2,064,345,8
-------------
Total Investment Funds 2,935,994,286
Bank Collective Pools
* Fidelity Investments Common Stock Index Fund, 4,604,503 units comprised of
Comerica 500 Index Fund, 271,870 units 141,363,885
Comerica Foreign Equity Index Fund, 419,099 units 104,335,891
Comerica Completeness Investment Fund, 76,182 units 18,917,729
Comerica Small Cap Index Fund, 19,844 units 6,055,980
Comerica Medium Cap Index Fund, 28,288 units 13,323,157
-----------
Total 283,996,642
* Fidelity Investments U.S. Extended Market Index Fund, 322,892 units comprised of
Comerica Completeness Investment Fund, 6,912 units 1,708,244
Comerica Small Cap Index Fund, 1,906 units 579,084
Comerica Medium Cap Index Fund, 2,718 units 1,282,180
---------
Total 3,569,508
10
(a) (b) (c) (d) (e)
Description of Investment
Identity of Issuer, Including Maturity Date,
Lessor, Borrower or Rate of Interest, Collateral,
Similar Party Par or Maturity Value Cost** Current Value
Other
* Fidelity Investments Interest Income Fund, 1,026,179,534 units
comprised of
Asset-back securities (Maturity dates
extending to 2043 and interest rates
ranging from 1.390% to 7.850%) 208,417,063
Commercial mortgage-backed securities
(Maturity dates extending to 2043
and intrerest rates ranging from 0.441% to
7.900%) 102,207,482
Corporate bonds and notes (Maturity
dates extending to 2049 and interest
rates ranging from 1.875% to 10.875%) 210,161,569
Government agency securities (Maturity
dates extending to 2032 and interest
rates ranging from 2.250% to 12.000%) 225,964,733
Mortgage-backed securities (Maturity
dates extending to 2033 and interest
rates ranging from 0.800% to 8.000%) 145,820,112
Municipal bonds and notes (Maturity
dates extending to 2013 and interest
rates ranging from 3.850% to 3.850%) 1,641,887
Treasury securities (Maturity dates
extending to 2013 and interest rates
ranging from 1.250% to 12.000%) 95,845,168
-----------
Total 990,058,014
Participant Loans
* Participant Loans Participant loans, interest rates ranging
from 4.0% to 9.5% with maturities at
various times through 2013 192,607,854
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$ 4,446,787,767
===============
*Denotes party-in-interest
** Not required per Department of Labor 29 CFR 2520.103-10.
11