What changed in this filing

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Item 3. Legal Proceedings

2023-02-03 compared with 2022-02-04 · 27 added, 42 removed, 71 unchanged (49% of the section changed)

Legal Proceedings (Continued)

CLASS ACTIONS

In light of the fact that few of the purported class actions filed against us in the past have been certified by the courts as class actions, in general we list those actions that (i) have been certified as a class action by a court of competent jurisdiction (and any additional purported class actions that raise allegations substantially similar to an existing and certified class), and (ii) have more than a remote risk of loss, and such loss would likely be significant if the action is resolved unfavorably to us.

At this time, we have no such class actions filed against us.

OTHER MATTERS

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Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to be remote.

European Competition Law Matter.

On October 5, 2018, FCE Bank plc (“FCE”) received a notice from the Italian Competition Authority (the “ICA”) concerning an alleged violation of Article 101 of the Treaty on the Functioning of the European Union.

The ICA alleged that FCE and other parties engaged in anti-competitive practices in relation to the automotive finance market in Italy.

On January 9, 2019, FCE received a decision from the ICA, which included an assessment of a fine against FCE in the amount of €42 million.

On March 8, 2019, FCE appealed the decision and the fine to the Italian administrative court, and on November 24, 2020, the Italian administrative court ruled in favor of FCE.

On December 23, 2020, the ICA filed an appeal of the Italian administrative court’s decision to the Italian Council of State, and a hearing on the appeal was held on January 13, 2022.

On February 1, 2022, the Italian Council of State dismissed the ICA’s appeal.

Emissions Certification.

Beginning in 2018 and continuing into 2020, the Company investigated a potential concern involving its U.S.

emissions certification process.

The matter focused on issues related to road load estimations, including analytical modeling and coastdown testing.

The potential concern did not involve the use of defeat devices (see Item 1, Governmental Standards for a definition of defeat devices).

We voluntarily disclosed this matter to the U.S.

Environmental Protection Agency (“EPA”) and the California Air Resources Board (“CARB”) on February 18, 2019 and February 21, 2019, respectively.

Subsequently, the U.S.

Department of Justice (“DOJ”) opened a criminal investigation into the matter.

In addition, we notified a number of other state and federal agencies.

We cooperated fully with these government agencies.

We received notifications from EPA, CARB, and DOJ that these agencies have closed their inquiries into the matter and do not intend to take any further action.

Environment and Climate Change Canada’s request for information has been completed.

Transit Connect Customs Penalty Notice.

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We intend to vigorously defend our actions and contest payment of the penalty and the additional duties.

European Commission and U.K.

Competition and Markets Authority Matter.

On March 15, 2022, the European Commission (the “Commission”) and the U.K.

Competition and Markets Authority (the “CMA”) conducted unannounced inspections at the premises of, and sent formal requests for information to, several companies and associations active in the automotive sector, including Ford.

The inspections and requests for information concern possible collusion in relation to the collection, treatment, and recovery of end-of-life cars and vans (“ELVs”).

We understand that the scope of the investigations includes determining whether manufacturers and importers of passenger cars and vans agreed to an approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii) the use of data relating to the recyclability or recoverability of ELVs in marketing materials, and whether such conduct violates relevant competition laws.

If a violation is found, a broad range of remedies is potentially available to the Commission and/or CMA, including imposing a fine and/or the prohibition or restriction of certain business practices.

Given that this investigation is in its early stages, it is difficult to predict the outcome or what remedies, if any, may be imposed.

We are cooperating with the Commission and the CMA as they complete their investigations.

Mine Safety Disclosures.

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(b) President and Chief Executive Officer October 2020 60

Huntsman, Jr.

John Lawler Chief Financial Officer October 2020 56

Hau Thai-Tang Chief Product Platform and Operations Officer October 2020 55

Michael Amend Chief Digital & Information Officer September 2021 44

Michael Amend Chief Enterprise Technology Officer September 2021 45

Croley Chief Policy Officer and General Counsel July 2021 57

Doug Field Chief Advanced Technology and Embedded Systems Officer September 2021 56

Kiersten Robinson Chief People and Employee Experience Officer October 2020 51

Doug Field Chief Advanced Product Development and Technology Officer September 2022 57

Marin Gjaja Chief Customer Officer, Ford Model e March 2022 53

Jennifer Waldo Chief People and Employee Experience Officer May 2022 46

Theodore Cannis CEO, Ford Pro May 2022 56

Anning Chen President and Chief Executive Officer, Ford of China December 2018 61

Ashwani (“Kumar”) Galhotra President, Americas and International Markets Group April 2020 56

Stuart Rowley President, Ford of Europe April 2019 54

Ashwani (“Kumar”) Galhotra President, Ford Blue March 2022 57

Cathy O’Callaghan Controller June 2018 54

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(b) Also a Director and member of the Office of the Chair and Chief Executive.

Except as noted below, each of the officers listed above has been employed by Ford or its subsidiaries in one or more capacities during the past five years.

Prior to becoming Vice Chair, Policy, Governor Huntsman was re-elected a member of Ford’s Board of Directors in October 2020 after previously serving as a director from 2012 to 2017.

Governor Huntsman served as the U.S.

Ambassador to Russia from 2017 through 2019.

He served as the Chairman of the Atlantic Council of the United States from 2014 until 2017 and Chairman of the Huntsman Cancer Foundation from 2012 until 2017.

He has previously served as U.S.

ambassador to China, U.S.

ambassador to Singapore, and as Deputy U.S.

Trade Representative.

Governor Huntsman was twice elected Governor of Utah.

Prior to becoming Chief Digital & Information Officer, Michael Amend was President, Online, at Lowe’s from 2018 to 2021.

Prior to joining Ford:

• Michael Amend was President, Online, at Lowe’s from 2018 to 2021.

From 2015 to 2018, Mr.

Amend served as Executive Vice President, Omnichannel, at JCPenney.

Prior to becoming Chief Policy Officer and General Counsel, Steven Croley was a partner in the Washington, D.C., office of Latham & Watkins from 2017 to 2021.

• Steven Croley was a partner in the Washington, D.C., office of Latham & Watkins from 2017 to 2021.

From 2014 to 2017, Mr.

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Department of Energy.

Prior to becoming Chief Advanced Technology and Embedded Systems Officer, J.

Doug Field was Vice President, Special Projects Group, at Apple from 2018 to 2021.

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Field served as Tesla’s Senior Vice President of Engineering.

Prior to becoming President and Chief Executive Officer, Ford of China, from 2010 to 2018, Anning Chen held several leadership roles in Chery Automobile LTD, China including:

• Marin Gjaja was Senior Partner and Managing Director at Boston Consulting Group (“BCG”).

He had been at BCG since 1996.

• Jennifer Waldo was Vice President, People Business Partners at Apple from March 2019 to April 2022.

From September 2015 to February 2019, Ms.

Waldo was Chief Human Resources Officer at GE Digital.

• Anning Chen held several leadership roles in Chery Automobile LTD, China from 2010 to 2018, including:

Chief Executive Officer;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings