Ford 2004 Annual Report Download - page 79

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NOTES TO THE FINANCIAL STATEMENTS
facilitate the establishment of independent franchised dealers by allowing a participating dealership operator to become the
sole owner of a Ford and/or Lincoln Mercury dealership corporation by purchasing equity from us using the operator’s share
of dealership net profits. We supply and finance the majority of vehicles and parts to these dealerships and the operators have
a contract to buy our equity interest over a period of time.
VIEs of which we are not the primary beneficiary:
At December 31, 2004, we had an investment in Trust II that is a VIE of which we are not the primary beneficiary. Another
subsidiary trust, Ford Motor Company Capital Trust (“Trust I”), held debentures, which were redeemed on January 2, 2004.
Effective July 1, 2003, we deconsolidated Trust I and Trust II. Our obligation to Trust I was satisfied in 2004 and our obligation
to Trust II is presented as Subordinated debt on our balance sheet. For further discussion of Trust II, see Notes 15 and 17.
We had several investments in other joint ventures deemed to be VIEs of which we are not the primary beneficiary. The risks
and rewards associated with our interests in these entities are based primarily on ownership percentages. Our maximum
exposure (approximately $11 million at December 31, 2004) to any potential losses, should they occur, associated with these
VIEs is limited to our equity investments and, where applicable, receivables due from the VIEs.
Financial Services Sector
Ford Credit uses SPEs in a variety of on-balance sheet and off-balance sheet securitization transactions. On-balance sheet
SPEs, discussed in Note 12, are considered VIEs under FIN 46 and have been consolidated.
Ford Credit has investments in certain joint ventures deemed to be VIEs of which it is not the primary beneficiary. The risks and
rewards associated with Ford Credit’s interests in these entities are based primarily on ownership percentages. Ford Credit’s
maximum exposure (approximately $141 million at December 31, 2004) to any potential losses, should they occur, associated
with these VIEs is limited to its equity investments.
We also sell, in contractually committed agreements, finance receivables and notes backed by interests in vehicles subject to
operating leases to bank-sponsored asset-backed commercial paper issuers that are SPEs of the sponsor bank; these SPEs are
not consolidated by us. At December 31, 2004, approximately $5.0 billion of finance receivables and notes have been sold.
NOTE 17. CAPITAL STOCK AND AMOUNTS PER SHARE
All general voting power is vested in the holders of Common Stock and Class B Stock. Holders of Common Stock have 60% of
the general voting power and holders of Class B Stock are entitled to such number of votes per share as would give them the
remaining 40%. Shares of Common Stock and Class B Stock share equally in dividends, with stock dividends payable in shares
of stock of the class held. If liquidated, each share of Common Stock will be entitled to the first $0.50 available for distribution
to holders of Common Stock and Class B Stock, each share of Class B Stock will be entitled to the next $1.00 so available, each
share of Common Stock will be entitled to the next $0.50 so available and each share of Common and Class B Stock will be
entitled to an equal amount thereafter.
In December 2002, we redeemed for cash, at an aggregate redemption price of $177 million, all of our outstanding Series B
Depositary Shares, representing 1/2000 of a share of $1.00 par value Series B Cumulative Preferred Stock.
As discussed in Note 15, Trust II Preferred Securities with an aggregate liquidation preference of $5 billion are outstanding. At
the option of the holder, each Preferred Security is convertible, at any time on or before January 15, 2032, into shares of Ford
Common Stock at a rate of 2.8249 shares for each Preferred Security (equivalent to a conversion price of $17.70 per share).
Conversion of all shares of such securities would result in the issuance of 282 million shares of Ford Common Stock.
Changes to the number of shares of capital stock issued were as follows (shares in millions):
Common Class B
Stock Stock Preferred
Issued at December 31, 2001 1,837 71 0.004
2002 – Series B Redemption - - (0.004)
Issued at December 31, 2004 and 2003 1,837 71 0.000
Authorized at December 31, 2004 and 2003 6,000 530 30