Item 2.02. Results of Operations and Financial Condition.
Ford Motor Company (“Ford” or “Company”) hereby incorporates by reference its news release dated July 30, 2020, which is furnished as Exhibit 99 hereto.
Beginning at 5:00 p.m. on July 30, 2020, Ford President and Chief Executive Officer Jim Hackett, Chief Financial Officer Tim Stone, and members of Ford’s senior management team will host a conference call to discuss Ford’s second quarter 2020 financial results. Investors may access the presentation by dialing 1-877-870-8664 (or 1-970-297-2423 from outside the United States). The passcode for the call is a verbal response of “Ford Earnings.”
The presentation and supporting materials are available at www.shareholder.ford.com. Representatives of the investment community will have the opportunity to ask questions on the call.
Investors also may access replays of the presentation beginning after 8:00 p.m. the day of the event through August 5, 2020 by dialing 1-855-859-2056 (or 1-404-537-3406 from outside the United States). The Conference ID for replays is 6694664.
All times referenced above are in Eastern Time.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 27, 2020, Ford entered into the Sixteenth Amendment (the “Sixteenth Amendment”) to its Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, and as further amended and restated as of April 30, 2015 (as amended, supplemented, or otherwise modified from time to time prior to July 27, 2020, the “Existing Credit Agreement”) among Ford, the subsidiary borrowers from time to time party thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The Sixteenth Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
As a result of the Sixteenth Amendment, the Existing Credit Agreement has been amended effective as of July 27, 2020. Prior to the Sixteenth Amendment, lenders held revolving commitments totaling $13.4 billion, with 25% of the commitments maturing on April 30, 2022 and 75% of the commitments maturing on April 30, 2024. As a result of the Sixteenth Amendment, lenders have $0.4 billion of commitments maturing on April 30, 2022, $3 billion of commitments maturing on July 27, 2023, and $10.1 billion of commitments maturing on April 30, 2024.
Also on July 27, 2020, Ford entered into the First Amendment (the “Supplemental First Amendment”) to its Revolving Credit Agreement dated as of April 23, 2019 (as amended, supplemented, or otherwise modified from time to time prior to July 27, 2020, the “Existing Supplemental Revolving Credit Agreement”) among Ford, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Supplemental First Amendment is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
As a result of the Supplemental First Amendment, the Existing Supplemental Revolving Credit Agreement has been amended effective as of July 27, 2020. Prior to the Supplemental First Amendment, lenders held revolving commitments totaling $2 billion, all of which matured on April 30, 2022. As a result of the Supplemental First Amendment, lenders have maintained the same level of total revolving commitments with $0.2 billion of commitments maturing on April 30, 2022 and $1.8 billion of commitments maturing on July 27, 2023.
The Sixteenth Amendment and the Supplemental First Amendment include provisions pursuant to which Ford has agreed not to engage in share repurchases (with limited exceptions) while any portion of either facility is outstanding and not to pay dividends on its common or Class B stock while more than 50% of the aggregate amount of commitments under the two facilities is utilized.
On July 27, 2020, Ford repaid $7.7 billion of the $15.4 billion outstanding under the credit facilities.