Legal Proceedings (Continued)
−Removed: CLASS ACTIONS
−Removed: 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.
−Removed: At this time, we have no such class actions filed against us.
−Removed: OTHER MATTERS
−Removed: Brazilian Tax Matters.
−Removed: One Brazilian state (São Paulo) and the Brazilian federal tax authority currently have outstanding substantial tax assessments against Ford Motor Company Brasil Ltda.
−Removed: (“Ford Brazil”) related to state and federal tax incentives Ford Brazil received for its operations in the Brazilian state of Bahia.
−Removed: The São Paulo assessment is part of a broader conflict among various states in Brazil.
−Removed: The federal legislature enacted laws designed to encourage the states to end that conflict, and in 2017 the states reached an agreement on a framework for resolution.
−Removed: Ford Brazil continues to pursue a resolution under the framework and expects the amount of any remaining assessments by the states to be resolved under that framework.
−Removed: The federal assessments are outside the scope of the legislation.
−Removed: All of the outstanding assessments have been appealed to the relevant administrative court of each jurisdiction.
−Removed: To proceed with an appeal within the judicial court system, an appellant may be required to post collateral.
−Removed: To date, we have not been required to post any collateral.
−Removed: If we are required to post collateral, which could be in excess of $1 billion, we expect it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash collateral.
−Removed: Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to be remote.
Transit Connect Customs Penalty Notice.
7 unchanged sentences
Subsequently, CBP issued a penalty notice to us dated July 22, 2021, and on November 18, 2021, CBP assessed against us a monetary penalty of $1.3 billion and additional duties of $181 million, plus interest.
−Removed: We intend to vigorously defend our actions and contest payment of the penalty and the additional duties.
+Added: We are vigorously defending our actions and contesting payment of the penalty and the additional duties.
European Commission and U.K.
9 unchanged sentences
Not applicable.
−Removed: Executive Officers of Ford.
+Added: Information About Our Executive Officers.
Our executive officers are as follows, along with each executive officer’s position and age at February 1, 2024:
4 unchanged sentences
John Lawler Chief Financial Officer October 2020 57
+Added: Ashwani (“Kumar”) Galhotra Chief Operating Officer October 2023 58
Michael Amend Chief Enterprise Technology Officer September 2021 46
+Added: Theodore Cannis CEO, Ford Pro and Ford Customer Service Division September 2023 57
Croley Chief Policy Officer and General Counsel July 2021 58
−Removed: Doug Field Chief Advanced Product Development and Technology Officer September 2022 57
−Removed: Marin Gjaja Chief Customer Officer, Ford Model e March 2022 53
+Added: Doug Field Chief EV, Digital, and Design Officer October 2023 58
+Added: Andrew Frick President, Ford Blue October 2023 50
+Added: Marin Gjaja Chief Operating Officer, Ford Model e September 2023 54
+Added: Stern President, Integrated Services August 2023 52
Jennifer Waldo Chief People and Employee Experience Officer May 2022 47
−Removed: Theodore Cannis CEO, Ford Pro May 2022 56
−Removed: Anning Chen President and Chief Executive Officer, Ford of China December 2018 61
−Removed: Ashwani (“Kumar”) Galhotra President, Ford Blue March 2022 57
+Added: Shengpo (“Sam”) Wu President and Chief Executive Officer, Ford of China March 2023 57
Cathy O’Callaghan Controller June 2018 55
16 unchanged sentences
He had been at BCG since 1996.
−Removed: • Jennifer Waldo was Vice President, People Business Partners at Apple from March 2019 to April 2022.
−Removed: From September 2015 to February 2019, Ms.
+Added: Stern was Vice President, Services at Apple from 2016 to 2023.
+Added: • Jennifer Waldo was Vice President, People Business Partners at Apple from 2019 to 2022.
+Added: From 2015 to 2019, Ms.
Waldo was Chief Human Resources Officer at GE Digital.
−Removed: • Anning Chen held several leadership roles in Chery Automobile LTD, China from 2010 to 2018, including:
−Removed: Chief Executive Officer;
−Removed: Executive Vice President and Chief Operating Officer;
−Removed: and Vice President of Products and Engineering.
−Removed: He also held the positions of Chairman of the Board of Directors, Chery Jaguar Land Rover Automotive, China;
−Removed: and Chairman of the Board, Qoros Automotive, China.
+Added: • Shengpo “Sam” Wu was Executive Vice President and President, Whirlpool Asia from 2019 until he retired from that position in 2022.
+Added: He served in an advisory role and as the Vice-Chairman of Whirlpool China Co., Ltd.
+Added: from 2022 to 2023.
+Added: Wu joined Whirlpool Corporation in 2017 as President, Whirlpool Asia and a member of the company’s Executive Committee.
Under our by-laws, executive officers are elected by the Board of Directors at an annual meeting of the Board held for this purpose or by a resolution to fill a vacancy.
3 unchanged sentences
Our Common Stock is listed on the New York Stock Exchange in the United States under the symbol F.
−Removed: As of January 30, 2023, stockholders of record of Ford included approximately 104,339 holders of Common Stock and 3 holders of Class B Stock.
+Added: As of February 2, 2024, stockholders of record of Ford included approximately 100,089 holders of Common Stock and 3 holders of Class B Stock.
We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our Common Stock is held in “street name” by brokers.
11 unchanged sentences
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.