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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015
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
38-0549190
(I.R.S. Employer Identification No.)
48126
(Zip Code)
313-322-3000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
No R
Indicate by check mark if 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 R No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes R No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer R
Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R
As of June 30, 2015, Ford had outstanding 3,899,403,544 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on the
New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($15.01 per share), the aggregate market value
of such Common Stock was $58,530,047,195. Although there is no quoted market for our Class B Stock, shares of Class B Stock may be
converted at any time into an equal number of shares of Common Stock for the purpose of effecting the sale or other disposition of such shares of
Common Stock. The shares of Common Stock and Class B Stock outstanding at June 30, 2015 included shares owned by persons who may be
deemed to be affiliates of Ford. We do not believe, however, that any such person should be considered to be an affiliate. For information
concerning ownership of outstanding Common Stock and Class B Stock, see the Proxy Statement for Fords Annual Meeting of Stockholders
currently scheduled to be held on May 12, 2016 (our Proxy Statement), which is incorporated by reference under various Items of this Report as
indicated below.
As of February 4, 2016, Ford had outstanding 3,898,661,179 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on
the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($11.53 per share), the aggregate market
value of such Common Stock was $44,951,563,394.
DOCUMENTS INCORPORATED BY REFERENCE
Document
Where Incorporated
Proxy Statement*
__________
*
As stated under various Items of this Report, only certain specified portions of such document are incorporated by reference in this Report.
EXPLANATORY NOTE
Ford Motor Company is filing this Amendment No. 1 on Form 10-K/A (Amended 10-K) to its Annual Report on Form 10-K for the year ended
December 31, 2015 (Original 10-K) filed with the U.S. Securities and Exchange Commission (SEC) on February 11, 2016 to include the financial
statements and related notes of Changan Ford Automobile Corporation Limited (CAF), an unconsolidated joint venture incorporated in the
Peoples Republic of China.
We own a 50% non-controlling interest in CAF and account for CAF using the equity method of accounting. Rule 3-09 of Regulation S-X under
the Securities Exchange Act of 1934, as amended, provides that if a 50 percent-or-less-owned person accounted for by the equity method meets
the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20 percent for 10 percent,
separate financial statements for such 50 percent-or-less-owned person shall be filed. CAF met the significant subsidiary test described above for
fiscal year ended December 31, 2014, and did not meet the significant subsidiary test for fiscal years ended December 31, 2015 and 2013. The
Original 10-K is being amended by this Amended 10-K to include as exhibits: (i) the CAF audited financial statements for fiscal years ended
December 31, 2015 and 2014, and unaudited financial statements for fiscal year ended December 31, 2013, prepared in accordance with generally
accepted accounting principles in the United States; (ii) the consent of the independent auditor of CAF; and (iii) certifications by our Chief
Executive Officer and Chief Financial Officer. This Amended 10-K does not otherwise update any exhibits as originally filed and does not
otherwise reflect events that occurred after the filing date of the Original 10-K.
PART IV.
ITEM 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements Ford Motor Company and Subsidiaries
The following are contained in this 2015 Form 10-K Report:
Consolidated Income Statement and Sector Income Statement for the years ended December 31, 2015, 2014, and 2013.
Consolidated Statement of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013.
Consolidated Balance Sheet and Sector Balance Sheet at December 31, 2015 and 2014.
Consolidated Statement of Cash Flows and Sector Statement of Cash Flows for the years ended December 31, 2015, 2014, and 2013.
Consolidated Statement of Equity for the years ended December 31, 2015, 2014, and 2013.
The Report of Independent Registered Public Accounting Firm, the Consolidated and Sector Financial Statements, and the Notes to the
Financial Statements listed above are filed as part of this Report and are set forth beginning on page FS-1 immediately following the signature
pages of this Report.
(a) 2. Financial Statement Schedules
Designation
Description
Schedule II
Schedule II is filed as part of this Report and is set forth on page FSS-1 immediately following the Notes to the Financial Statements referred
to above. The other schedules are omitted because they are not applicable, the information required to be contained in them is disclosed
elsewhere on our Consolidated and Sector Financial Statements or the amounts involved are not sufficient to require submission.
(a) 3. Exhibits
Designation
Description
Method of Filing
Exhibit 3-A
Filed as Exhibit 3-A to our Annual Report on Form 10-K for the year ended
December 31, 2000.*
Exhibit 3-A-1
Filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 11,
2009.*
Exhibit 3-B
By-laws.
Filed as Exhibit 3.2 to our Form 8-A/A filed on September 11, 2015.*
Exhibit 4-A
Filed as Exhibit 4.1 to our Current Report on Form 8-K filed September 11,
2009.*
Exhibit 4-A-1
Filed as Exhibit 4 to our Current Report on Form 8-K filed September 12,
2012.*
Exhibit 4-A-2
Filed as Exhibit 4.3 to our Current Report on Form 8-K filed September 11,
2015.*
Exhibit 10-A
Filed as Exhibit 10-A to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-B
Filed as Exhibit 10-B to our Annual Report on Form 10-K for the year
ended December 31, 2011.*
Exhibit 10-C
Filed as Exhibit 10-C to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-D
Filed as Exhibit 10-C to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Designation
Description
Method of Filing
Exhibit 10-E
Filed as Exhibit 10-F to our Annual Report on Form 10-K for the year
ended December 31, 2002.*
Exhibit 10-F
Filed as Exhibit 10-E to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-F-1
Filed as Exhibit 10-E-1 to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-G
Filed as Exhibit 10-G-3 to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006.*
Exhibit 10-G-1
Filed as Exhibit 10-F-3 to our Annual Report on Form 10-K for the year
ended December 31, 2011.*
Exhibit 10-G-2
Filed as Exhibit 10-G-2 to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-H
Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008.*
Exhibit 10-I
Filed as Exhibit 10-I to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
Exhibit 10-J
Filed as Exhibit 10-I to our Annual Report on Form 10-K for the year ended
December 31, 2010.*
Exhibit 10-K
Filed as Exhibit 10-S to our Annual Report on Form 10-K for the year
ended December 31, 1992.*
Exhibit 10-K-1
Filed as Exhibit 10-K-1 to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-L
Filed as Exhibit 10-L to our Annual Report on Form 10-K for the year
ended December 31, 2014.*
Exhibit 10-L-1
Filed as Exhibit 10-L-1 to our Annual Report on Form 10-K for the year
ended December 31, 2014.*
Exhibit 10-M
Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-N
Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year
ended December 31, 2010.*
Exhibit 10-N-1
Filed as Exhibit 10-M-1 to our Annual Report on Form 10-K for the year
ended December 31, 2009.*
Exhibit 10-O
Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008.*
Exhibit 10-O-1
Filed as Exhibit 10-N-1 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-O-2
Filed as Exhibit 10-O-4 to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-O-3
Filed as Exhibit 10-O-5 to our Annual Report on Form 10-K for the year
ended December 31, 2014.*
Exhibit 10-O-4
Exhibit 10-O-5
Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year
ended December 31, 2011.*
Exhibit 10-O-6
Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-O-7
Filed as Exhibit 10-O-9 to our Annual Report on Form 10-K for the year
ended December 31, 2013.*
Exhibit 10-O-8
Filed as Exhibit 10-O-11 to our Annual Report on Form 10-K for the year
ended December 31, 2014.*
Exhibit 10-O-9
Exhibit 10-O-10
Filed as Exhibit 10-N-8 to our Annual Report on Form 10-K for the year
ended December 31, 2010.*
Exhibit 10-O-11
Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year
ended December 31, 2010.*
Exhibit 10-P
Filed as Exhibit 10-R to our Annual Report on Form 10-K for the year
ended December 31, 2002.*
Exhibit 10-P-1
Filed as Exhibit 10-P-1 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
Exhibit 10-P-2
Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
Designation
Description
Method of Filing
Exhibit 10-P-3
Form of Stock Option (NQO) Terms and Conditions for 2008 LongTerm Incentive Plan.**
Exhibit 10-P-4
Filed as Exhibit 10-O-4 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-5
Filed as Exhibit 10-P-3 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
Exhibit 10-P-6
Form of Stock Option (ISO) Terms and Conditions for 2008 LongTerm Incentive Plan.**
Filed as Exhibit 10-O-6 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-7
Filed as Exhibit 10-O-7 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-8
Filed as Exhibit 10-P-4 to our Annual Report on Form 10-K/A for the year
ended December 31, 2005.*
Exhibit 10-P-9
Form of Stock Option (U.K.) Terms and Conditions for 2008 LongTerm Incentive Plan.**
Filed as Exhibit 10-O-9 to our Annual Report on Form 10-K for the year
ended December 31, 2009.*
Exhibit 10-P-10
Filed as Exhibit 10-O-10 to our Annual Report on Form 10-K for the year
ended December 31, 2009.*
Exhibit 10-P-11
Filed as Exhibit 10-O-14 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-12
Filed as Exhibit 10-O-12 to our Annual Report on Form 10-K for the year
ended December 31, 2010.*
Exhibit 10-P-13
Exhibit 10-P-14
Exhibit 10-P-15
Filed as Exhibit 10-O-22 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-16
Exhibit 10-P-17
Filed as Exhibit 10-O-26 to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-P-18
Exhibit 10-P-19
Exhibit 10-Q
Filed as Exhibit 10-X to our Annual Report on Form 10-K for the year
ended December 31, 1998.*
Exhibit 10-Q-1
Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2010.*
Exhibit 10-Q-2
Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K for the year
ended December 31, 2011.*
Exhibit 10-R
Filed as Exhibit 10.2 to our Current Report on Form 8-K filed May 1, 2015.*
Exhibit 10-S
Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year
ended December 31, 2003.*
Exhibit 10-T
Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year
ended December 31, 2008.*
Exhibit 10-U
Exhibit 10-V
Filed as Exhibit 10-BB to our Annual Report on Form 10-K for the year
ended December 31, 2006.*
Exhibit 10-W
Filed as Exhibit 10-W to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-W-1
Filed as Exhibit 10-W-1 to our Annual Report on Form 10-K for the year
ended December 31, 2012.*
Exhibit 10-X
Exhibit 10-X-1
Filed as Exhibit 99.2 to our Current Report on Form 8-K filed March 15,
2012.*
Exhibit 10-X-2
Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2013.*
Designation
Description
Method of Filing
Exhibit 10-X-3
Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2014.*
Exhibit 10-X-4
Filed as Exhibit 10.1 to our Current Report on Form 8-K filed May 1, 2015.*
Exhibit 10-Y
Filed as Exhibit 10.1 to our Current Report on Form 8-K filed September
22, 2009.*
Exhibit 10-Z
Filed as Exhibit 10.2 to our Current Report on Form 8-K filed September
22, 2009.*
Exhibit 12
Exhibit 18
Exhibit 21
Exhibit 23
Exhibit 23.1
Exhibit 24
Powers of Attorney.
Exhibit 31.1
Exhibit 31.2
Exhibit 31.3
Exhibit 31.4
Exhibit 32.1
Exhibit 32.2
Exhibit 32.3
Exhibit 32.4
Exhibit 99
Exhibit 101.INS
***#
Exhibit 101.SCH
***#
Exhibit 101.CAL
***#
Exhibit 101.LAB
***#
Exhibit 101.PRE
***#
Exhibit 101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
__________
#
Incorporated by reference to the corresponding exhibit to the Original 10-K.
## Filed or furnished with the Amended 10-K.
***#
*
Incorporated by reference as an exhibit to this Report (file number reference 1-3950, unless otherwise indicated).
** Management contract or compensatory plan or arrangement.
*** Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
Instruments defining the rights of holders of certain issues of long-term debt of Ford and of certain consolidated subsidiaries and of any
unconsolidated subsidiary, for which financial statements are required to be filed with this Report, have not been filed as exhibits to this Report
because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Ford and our subsidiaries on a
consolidated basis. Ford agrees to furnish a copy of each of such instrument to the Securities and Exchange Commission upon request.
5
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Ford has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
FORD MOTOR COMPANY
By:
Date:
Exhibit 23.1
Ford Motor Company Registration Statement Nos. 33-62227, 333-02735, 333-20725, 333-31466, 333-47733, 333-56660, 333-57596, 333-65703,
333-71380, 333-74313, 333-85138, 333-87619, 333-104063, 333-113584, 333-123251, 333-138819, 333-138821, 333-149453, 333-149456, 333153815, 333-153816, 333-156630, 333-156631, 333-157584, 333-162992, 333-162993, 333-165100, 333-172491, 333-179624, 333-186730, 333193999, 333-194000, and 333-203697 on Form S-8 and 333-194060 on Form S-3
We hereby consent to the incorporation by reference in the aforementioned Registration Statements of Ford Motor Company of our report dated
March 30, 2016 relating to the consolidated financial statements of Changan Ford Automobile Corporation Limited, which appears in this Form 10K/A.
/s/ PricewaterhouseCoopers Zhong Tian LLP
PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the Peoples Republic of China
March 30, 2016
Exhibit 31.3
CERTIFICATION
I, Mark Fields, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A for the period ended December 31, 2015 of Ford Motor Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report; and
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
Dated:
Exhibit 31.4
CERTIFICATION
I, Bob Shanks, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A for the period ended December 31, 2015 of Ford Motor Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report; and
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
Dated: March 30, 2016
Exhibit 32.3
The Companys Annual Report on Form 10-K/A for the period ended December 31, 2015, to which this statement is furnished as an exhibit
(the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Exhibit 32.4
The Companys Annual Report on Form 10-K/A for the period ended December 31, 2015, to which this statement is furnished as an exhibit
(the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
F-1
2014
2013
(Unaudited)
Revenues
Revenues (Note 8)
115,469,704
105,319,803
5,492,982
5,063,454
4,143,834
109,976,722
100,256,349
79,727,272
83,871,106
79,493,254
73,019,782
61,201,657
5,153,385
5,286,724
4,216,590
5,181,158
4,850,337
3,689,489
1,968,925
1,534,788
1,287,521
107,806
41,621
Impairment of assets
Loss/(Gain) on disposal of property, plant, and equipment, net
3,037
84,733,179
70,451,671
18,069,157
15,523,170
9,275,601
155,477
166,463
149,240
(179,226)
(102,391)
57,244
971,183
161,646
2,421,175
127,909
35,236
20,594,492
16,593,661
9,639,414
3,204,464
2,258,780
1,453,591
14,334,881
8,185,823
7,832
11,458
12,086
17,382,196
14,323,423
8,173,737
F-2
(4,317)
17,390,028
74,011
(17,597)
91,907,565
(73)
December 31,
2014
ASSETS
Cash and cash equivalents (Note 5)
Financial assets (Note 6)
Interest receivable
Accounts and notes receivable
Other receivables
Advances to suppliers
12,868,830
10,484,894
65,428
797
301
745,578
434,708
1,915,249
1,562,606
61,139
281,373
Inventories (Note 7)
7,688,797
5,615,000
1,961,575
1,401,035
549,963
369,704
25,856,860
20,150,117
21,988,964
18,574,142
1,287,034
1,073,466
83,963
18,222
674,997
599,239
580,449
1,038,716
24,615,407
21,303,785
50,472,267
41,453,902
16,941,424
10,841,346
217,491
235,593
LIABILITIES
Accounts payable
Advances from customers
Accrued payroll and related expenses
1,062,845
908,220
Taxes payable
2,207,522
4,024,110
373,545
118,064
8,648,157
7,758,556
365,902
401,423
15,976
173,409
6,228,686
4,546,702
36,061,548
29,007,423
2,291,993
1,677,666
956,129
1,396,244
3,248,122
3,073,910
39,309,670
32,081,333
1,903,383
1,903,383
EQUITY
Paid-in capital
Capital reserve
Statutory reserves (Note 2)
Retained earnings
Total equity attributable to Changan Ford Automobile Corporation Limited
Equity attributable to non-controlling interests
Total equity
Total liabilities and equity
F-3
333,803
302,323
8,880,467
7,129,751
11,117,661
9,335,465
44,936
37,104
11,162,597
9,372,569
50,472,267
41,453,902
2014
2013
(Unaudited)
24,648,357
20,523,015
15,867,106
6,321
19,708
27,427
(6,406,691)
(7,202,472)
(7,271,678)
(6,400,370)
(7,182,764)
(7,244,251)
(15,855,500)
(15,144,500)
(3,333,200)
(20,609)
3,158
2,383,936
(8,551)
(1,824,858)
5,292,813
10,484,894
12,309,752
7,016,939
12,868,830
10,484,894
12,309,752
F-4
Paid-in
capital
Balance at December 31, 2012 (unaudited)
Capital
reserve
Statutory
reserves
Accumulated
retained
earnings
Equity
attributable
to noncontrolling
Interests
Total
Total
Equity
1,900,112
210,412
3,327,773
5,438,305
20,760
5,459,065
8,173,737
8,173,737
12,086
8,185,823
63,992
(63,992)
(3,200,000)
3,271
1,903,383
271,133
(3,271)
(3,200,000)
(7,200)
(3,207,200)
8,237,518
10,412,042
25,646
10,437,688
1,903,383
271,133
8,237,518
10,412,042
25,646
10,437,688
Net income
14,323,423
14,323,423
11,458
14,334,881
31,190
(31,190)
(15,400,000)
(15,400,000)
1,903,383
302,323
7,129,751
9,335,465
37,104
(15,400,000)
9,372,569
1,903,383
302,323
7,129,751
9,335,465
37,104
9,372,569
Net income
17,382,196
17,382,196
7,832
17,390,028
31,480
(31,480)
(15,600,000)
(15,600,000)
1,903,383
333,803
8,880,467
11,117,661
F-5
44,936
(15,600,000)
11,162,597
Page
F-7
F-7
F-13
F-14
F-15
F-15
F-15
F-16
F-17
F-18
F-19
F-19
F-20
F-22
F-23
Presentation
Summary of Significant Accounting Policies
Accounting Standards Issued but not yet Adopted
Fair Value Measurements
Cash and Cash Equivalents
Financial Assets/(Liabilities)
Inventories
Related Parties
Property, Plant, and Equipment
Prepaid Land Leases
Other Payables and Accrued Liabilities
Employee Benefits
Income Taxes
Notes to Cash Flows
Warranties
F-6
Ownership Percentage
120,500,000
50%
FAPAH
84,350,000
35%
Ford China
36,150,000
15%
China Changan Automobile Industry (Group) Company Limited (China Changan), incorporated in Beijing, PRC, is the ultimate parent company
of Changan Automobile. Ford Motor Company, incorporated in Delaware, United States of America, is the ultimate parent company of FAPAH and
Ford China.
The Company is primarily engaged in the manufacture and sale of vehicles, service parts, and accessories, together with the associated costs
to develop, manufacture, distribute, and service the vehicles, parts, and accessories.
NOTE 1. PRESENTATION
The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (U.S.
GAAP). Certain amounts for prior years have been reclassified to conform with the current-year financial statement presentation.
These financial statements have been prepared pursuant to Rule 3-09 of SEC Regulation S-X for inclusion in the Form 10-K/A of Ford Motor
Company, as we are an equity method investee of Ford Motor Company. The financial statements as of and for the years ended December 31,
2015 and 2014 have been audited and the financial statements for the year ended December 31, 2013 are unaudited. In the opinion of
management, the unaudited financial statements for the year ended December 31, 2013 includes all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation of the results of operations, and changes in cash flows and equity for the period.
We have evaluated subsequent events through March 30, 2016, which is the date the financial statements were issued.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For each accounting topic that is addressed in its own footnote, the description of the accounting policy may be found in the related
footnote. The other significant accounting policies are described below.
Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary.
Consolidated financial statements are prepared using uniform reporting dates and accounting policies. All significant assets, liabilities,
equities, revenues, expenses, and cash flows generated from the intercompany transactions within the Company and its subsidiary are eliminated
upon consolidation.
F-7
Principal
Business
Registered Capital
(RMB thousands)
Directly
Indirectly
Portion of
Voting Shares
30,000
80%
80%
Use of Estimates
The preparation of financial statements requires us to make estimates and assumptions that affect our results during the periods reported.
Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, allowance for doubtful
accounts, provision for inventory obsolescence, estimates of useful life for property, plant, and equipment and intangible assets, marketing
accruals, and warranty costs. Estimates are based on historical experiences and various other assumptions that we believe are reasonable under
the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
Foreign Currency Translation
The Companys functional and reporting currency is the Renminbi (RMB).
The foreign currency transactions are translated, on initial recognition, into the functional currency on the average exchange rate, by applying
the approximate spot exchange rate issued by the People's Bank of China ("PBOC") at the transaction dates. At the balance sheet date, foreign
currency monetary items are also translated using the spot exchange rate issued by the PBOC. All the exchange differences thus resulted are
recorded as "foreign exchange gain/(loss), net" in the consolidated statement of income. Non-monetary foreign currency items measured at
historical cost shall still be translated at the spot exchange rate prevailing at the transaction date, so that the amount denominated in the
functional currency is not changed.
Cash flows in foreign currency are translated into the functional currency on the average exchange rate by applying the approximate spot
exchange rate issued by the PBOC at the transaction dates when the cash flows occur. The change in the exchange rate on cash is separately
presented as an adjustment item in the statement of cash flows.
Receivables
Accounts receivable consist primarily of receivables from sales of parts and accessories, which are initially recorded at the transaction
amount. Notes receivable represent short-term bank acceptance notes received for sales of products. Other receivables consist primarily of
receivables from sales of raw materials and deposits for purchase of raw materials. An allowance for doubtful accounts is recorded in the period
when a loss is probable based on an assessment of specific evidence indicating uncollectibility, historical experience, accounts aging and other
factors that may affect the customers ability to pay. An accounts receivable balance is written off after all collection effort has ceased.
There was no allowance for doubtful accounts as of December 31, 2015 and 2014.
F-8
1%
3%
5%
9%
12%
25%
40%
Surcharges - Surcharges include city maintenance and construction tax, educational additional expenses and local education additional
expenses, which are levied at 7%, 3%, and 2%, respectively, on the consumption taxes and value added taxes paid.
Revenue related taxes and surcharges for the years ended December 31, 2015, 2014, and 2013 were RMB 5,492,982,000, RMB
5,063,454,000, and RMB 4,143,834,000, respectively.
Value added taxes - Output value added taxes are calculated by applying 17% to the taxable transaction and the Company may pay any net
amount due to the tax authorities after adjusting for any deductible input value added taxes paid in the current period.
F-10
A grant relating to income, such as a compensation for future costs, is recognized as deferred income initially, and as other income when the
related cost is incurred. A grant as compensation for costs already incurred is recognized as other income for the current period;
A grant relating to the construction or acquisition of assets is recognized as deferred income initially, and recognized as other income evenly
based on the useful lives of the related assets.
The Company received government grants of RMB 2,314,357,000, RMB 940,781,000, and RMB 140,846,000 for the years ended
December 31, 2015, 2014, and 2013, respectively, which were recorded directly in the statement of income in those periods.
During the years ended December 31, 2015, 2014, and 2013, RMB 106,818,000, RMB 30,402,000, and RMB 20,800,000, respectively, of
deferred government grants relating to assets were amortized as income in the statement of income, as the assets to which the government
grants were related had been placed into service and had begun to depreciate.
F-11
A reserve fund, a staff welfare and bonus fund, and an enterprise expansion fund shall be created, and the annual amount of funding shall be
decided by the board of directors.
In addition to its use in making up the losses of the joint venture, the reserve fund may be used to increase the capital of the joint venture and
expand its production upon approval by the relevant authorities; and
Any distributable profit remaining after the establishment of the three funds shall be distributed to the parties to the joint venture in proportion
to their capital contribution when the board of directors decides to distribute such profit.
Pursuant to the above laws, the Company increased the staff welfare and bonus fund of RMB 78,699,000, RMB 77,975,000, and RMB
31,996,000, respectively, for the year ended December 31, 2015, 2014, and 2013, which was used for collective staff benefits. The amounts
appropriated to the staff welfare and bonus fund were charged against income and the related provisions were reflected as accrued liabilities in the
consolidated balance sheets.
In addition, the Company increased the reserve fund and enterprise expansion fund in the amounts of RMB 31,480,000, RMB 31,190,000, and
RMB 63,992,000, respectively, for the year ended December 31, 2015, 2014, and 2013 according to the board resolution. These statutory equity
reserve funds can be used for the development and expansion of the Company. If these funds are used, the decrease in the fund will be charged
to current period expense or if utilized to purchase an asset, to that related assets cost.
The increase and the usage of the statutory reserves during the years ended December 31, 2013, 2014, and 2015 were as follows (in RMB
thousands):
Reserve Fund
December 31, 2012
Appropriation to statutory reserve
Statutory reserves transferred to paid-in-capital
89,187
210,412
31,996
31,996
63,992
153,221
Total
121,225
Enterprise
Expansion Fund
(3,271)
117,912
(3,271)
271,133
15,595
15,595
31,190
168,816
133,507
302,323
15,740
15,740
31,480
184,556
149,247
333,803
PRC regulations currently permit payment of dividends only out of accumulated profits (retained earnings) after the provision of any required
statutory reserves in accordance with PRC accounting standards and regulations. There are no significant differences between the Company's
retained earnings presented under generally accepted accounting principles in the United States and its retained earnings presented in accordance
with PRC accounting standards and regulations.
F-12
Level 1 - inputs include quoted prices in active markets for identical assets or liabilities.
Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities.
Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities.
The fair value accounting standards describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach;
(2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions
involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single
present value amount; the measurement is based on the value indicated by current market expectations about those future amounts. The cost
approach is based on the amount that would currently be required to replace an asset.
The fair value of financial assets and liabilities for which there are active markets is determined by reference to the quoted market prices. For
financial instruments where there are no active markets, fair value is determined using valuation methods. Such methods include: using recent
arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow
analysis; and option pricing models or other valuation models.
The Company measures financial assets or liabilities at fair value on a recurring basis with any resulting adjustment recorded through profit or
loss. Other assets and liabilities are measured at fair value on a nonrecurring basis, such as when they have asset impairment. The Company
determines the fair value of impaired long-lived assets using the approach described in Note 2.
The Company reviews the inputs to the fair value measurements to ensure they are appropriately categorized within the fair value hierarchy.
Transfers into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.
The following table categorizes the items measured at fair value on a recurring basis on the balance sheet (in RMB million):
December 31, 2015
Level 1
Assets/(Liabilities) at fair value
F-14
Level 2
Level 3
49
Level 1
Level 2
Level 3
(173)
Total
(173)
December 31,
2014
Materials-in-transit
1,913,555
2,312,277
3,142,610
1,829,447
Finished goods
2,764,059
1,545,051
7,820,224
5,686,775
Total inventories
Provisions
(131,427)
7,688,797
Inventories, net
(71,775)
5,615,000
71,775
December 31,
2014
68,823
Additions
103,636
26,756
Written off
(43,984)
(23,804)
131,427
71,775
F-15
2014
2013
6,019,045
7,001,517
252,123
6,395,576
15,239,594
20,868,623
20,043,854
1,783,673
1,930,420
1,643,435
3,614,337
3,049,736
2,575,581
1,025,052
431,969
518,881
1,280,584
833,128
1,270,478
Selling expenses
Transportation service fee
General and administrative expense
General and administrative expense
Research and development costs
Technology development service fee
Purchase of property, plant, and equipment
Purchase of property, plant, and equipment
Purchases of goods from related parties follow normal inventory accounting processes and costs are recorded in cost of sales when the
related inventory is sold or otherwise disposed. General and administrative expense incurred with related parties generally include information
systems maintenance, royalties, logistics management, and other support fees.
F-16
December 31,
2014
3,244,600
1,056,290
513,901
329,266
32,034
40,438
Other receivables
Prepayments
4,028
549,963
369,704
Accounts payable
3,466,155
2,718,707
2,760,183
1,819,960
2,348
8,035
6,228,686
4,546,702
Useful life
Residual
value rate
Buildings
20 years
10%
10 years
10%
9%
5 years
10%
18%
Vehicles
5 years
10%
18%
Tooling
5 years
0%
20%
4.50%
The Company reviews the useful life and estimated net residual value of property, plant, and equipment and the depreciation method applied at
each financial year-end, and makes adjustments if necessary.
Construction in progress represents uncompleted construction work of certain facilities which, upon completion, management intends to hold
for production purposes. The cost of construction in progress is determined according to the actual expenditure incurred for the construction during
the construction period. Construction in progress is transferred to property, plant, and equipment when the asset is ready for its intended use.
F-17
December 31,
2014
5,747,864
3,946,485
11,395,069
7,913,901
840,262
578,228
Vehicles
182,243
137,604
9,920,848
6,835,395
Tooling
Construction in progress
Total property, plant, and equipment
Accumulated depreciation and impairment
Total property, plant, and equipment, net
2,160,972
4,690,533
30,247,258
24,102,146
(8,258,294)
(5,528,004)
21,988,964
18,574,142
Depreciation expense for the years ended December 31, 2015, 2014, and 2013 were RMB 2,807,272,000, RMB 1,679,754,000, and RMB
1,249,192,000, respectively.
Loss on disposal of certain property, plant, and equipment for the year ended December 31, 2015 was RMB 3,037,000, and gain on disposal of
certain property, plant, and equipment for the years ended December 31, 2014 and 2013 were RMB 73,000, and RMB 17,597,000, respectively.
The Company recorded impairment losses for long-lived assets of RMB 10,121,000, RMB 14,865,000, and RMB 24,783,000 for the years
ended December 31, 2015, 2014, and 2013, respectively, and reported in Impairment of assets on the consolidated statement of income. These
long-lived assets were no longer utilized and the Company reduced their carrying amount to zero based on a review of their recoverable value.
NOTE 10. PREPAID LAND LEASES
According to Land Administration Law of the People's Republic of China, the land of the PRC is subject to the socialist public ownership,
namely, ownership by the whole people or collective ownership of the working masses. No entity or individual is allowed to seize, trade, or
otherwise illegally transfer land. However, according to Interim Regulations of the PRC on the Assignment and Transfer of the Rights to the Use of
State-owned Urban Land, any company, enterprise, other organization and individual within or outside the PRC may, unless otherwise prohibited by
law, obtain the right to the use of the land and engage in land development, utilization, and management in accordance with the provisions. Land
use rights may be legally transferred.
Net prepaid land leases were as follows (in RMB thousands):
December 31,
2015
Prepaid land leases
1,414,862
Accumulated amortization
(127,828)
1,287,034
December 31,
2014
1,173,315
(99,849)
1,073,466
As of the balance sheet dates, the prepaid land lease represents the purchase cost of the land use right in PRC. The Company has obtained
certificates for land use rights with the original cost of RMB 1,327,449,000 as of December 31, 2015, and is amortizing the related land use rights
cost on a straight-line basis over the lease terms of 30 to 50 years. The actual useful life of the land use rights is determined by the certificates.
For certain land use rights in the amount of RMB 27,345,000 where statutory certificates have not yet been obtained but the Company has begun
to use the land, the Company has started to amortize the land use rights cost on a straight-line basis over the lease agreement term of 50 years.
F-18
2017
29,137
29,137
2018
29,137
2019
29,137
2020
29,137
December 31,
2014
Other payables
Payables for the acquisition of property, plant, and equipment
3,306,183
2,798,665
Dealers deposits
106,992
227,314
Others
172,467
140,229
3,585,642
3,166,208
3,926,939
3,362,288
815,124
640,829
320,452
589,231
5,062,515
4,592,348
8,648,157
7,758,556
3,840,763
(636,299)
3,204,464
F-20
2014
2,786,928
(528,148)
2,258,780
2013
2,086,514
(632,923)
1,453,591
2015
2014
20,594,492
16,593,661
25%
25%
5,148,623
4,148,415
(1,947,155)
(1,874,514)
2,996
3,204,464
2013
(15,121)
9,639,414
25%
2,409,854
(955,883)
(380)
2,258,780
1,453,591
December 31,
2015
December 31,
2014
22,014
11,577
2,676
27,842
61,290
19,044
Warranty liabilities
61,289
64,750
1,825,265
1,277,822
1,972,534
1,401,035
10,959
10,959
1,961,575
1,401,035
16,464
14,490
498,381
359,535
Warranty liabilities
160,152
225,214
674,997
599,239
2,636,572
2,000,274
F-21
2014
17,390,028
14,334,881
8,185,823
Inventory write-downs
97,685
26,756
49,228
10,121
14,865
24,783
2,807,272
1,679,754
1,249,192
Net income
27,979
23,709
18,691
(106,818)
(36,474)
(20,800)
(73)
(17,597)
3,037
(222,066)
Finance expenses
8,551
2013
177,504
20,609
14,049
(3,158)
(636,298)
(528,148)
(632,922)
(2,082,921)
(869,897)
(2,023,081)
(310,870)
(120,991)
24,952
45,942
(13,244)
(301)
(65,741)
(18,222)
(352,643)
93,086
220,234
(267,090)
(180,259)
28,781
6,100,078
1,202,207
(806,515)
7,757
(237,993)
4,003,506
(18,102)
35,951
(97,876)
154,625
233,330
338,796
(727,031)
2,411,409
2,571,793
382,083
1,161,758
1,099,803
882,185
112,810
(475,636)
976,626
1,648,724
24,648,357
934,987
(943,804)
20,523,015
320,040
1,699,069
15,867,106
Cash paid for interest and income taxes for the years were as follows (in RMB thousands):
For the years ended December 31,
2015
2014
2013
F-22
1,472
1,754
1,986
3,757,200
2,554,889
813,229
2014
2013
458,267
(349,888)
292,675
507,518
(64,131)
408,544
33,260
(128,999)
550,878
999,045
(543,018)
1,252,097
Changes in other liabilities related to financing activities that did not result in cash flows in the current year were as follows (in RMB
thousands):
For the years ended December 31,
2015
Increase/(Decrease) of dividend withholding taxes payable
(255,500)
2014
255,500
2013
(126,000)
Beginning balance
December 31,
December 31,
2015
2014
1,797,667
(951,478)
967,666
(491,824)
1,322,031
Ending balance
915,482
(845,967)
1,088,851
639,301
1,797,667
365,902
401,423
956,129
1,396,244
1,322,031
1,797,667
F-24