What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-07 compared with 2023-02-03 · 430 added, 37 removed, 149 unchanged (76% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Cautionary Note on Forward-Looking Statements

Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:

• Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule and specifications, and a shortage of or inability to acquire key components or raw materials, such as lithium, cobalt, nickel, graphite, and manganese, can disrupt Ford’s production of vehicles;

• To facilitate access to the raw materials and other components necessary for the production of electric vehicles, Ford has entered into and may, in the future, enter into multi-year commitments to raw material and other suppliers that subject Ford to risks associated with lower future demand for such items as well as costs that fluctuate and are difficult to accurately forecast;

• Ford’s long-term competitiveness depends on the successful execution of Ford+;

• Ford’s vehicles could be affected by defects that result in recall campaigns, increased warranty costs, or delays in new model launches, and the time it takes to improve the quality of our vehicles and services could continue to have an adverse effect on our business;

• Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, or business strategies;

• Ford may not realize the anticipated benefits of restructuring actions and such actions may cause Ford to incur significant charges, disrupt our operations, or harm our reputation;

• Operational information systems, security systems, vehicles, and services could be affected by cybersecurity incidents, ransomware attacks, and other disruptions and impact Ford and Ford Credit as well as their suppliers and dealers;

• Ford’s production, as well as Ford’s suppliers’ production, and/or the ability to deliver products to consumers could be disrupted by labor issues, public health issues, natural or man-made disasters, adverse effects of climate change, financial distress, production difficulties, capacity limitations, or other factors;

• Failure to develop and deploy secure digital services that appeal to customers could have a negative impact on Ford’s business;

• Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;

• Ford’s ability to attract, develop, grow, and reward talent is critical to its success and competitiveness;

• Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and its reputation may be harmed if it is unable to achieve the initiatives it has announced;

• Ford’s results are dependent on sales of larger, more profitable vehicles, particularly in the United States;

• With a global footprint and supply chain, Ford’s results and operations could be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, or other events;

• Industry sales volume can be volatile and could decline if there is a financial crisis, recession, public health emergency, or significant geopolitical event;

• Ford may face increased price competition or a reduction in demand for its products resulting from industry excess capacity, currency fluctuations, competitive actions, or other factors, particularly for electric vehicles;

• Inflationary pressure and fluctuations in commodity and energy prices, foreign currency exchange rates, interest rates, and market value of Ford or Ford Credit’s investments, including marketable securities, can have a significant effect on results;

• Ford and Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;

• The impact of government incentives on Ford’s business could be significant, and Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;

• Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;

• Economic and demographic experience for pension and OPEB plans (e.g., discount rates or investment returns) could be worse than Ford has assumed;

• Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition;

• Ford and Ford Credit could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, services, perceived environmental impacts, or otherwise;

• Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations;

• Ford and Ford Credit could be affected by the continued development of more stringent privacy, data use, data protection, and artificial intelligence laws and regulations as well as consumers’ heightened expectations to safeguard their personal information;

• Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other regulations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized.

It is to be expected that there may be differences between projected and actual results.

Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise.

For additional discussion, see “Item 1A.

Risk Factors” above.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

NON-GAAP FINANCIAL MEASURES THAT SUPPLEMENT GAAP MEASURES

We use both generally accepted accounting principles (“GAAP”) and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance.

The non-GAAP measures listed below are intended to be considered by users as supplemental information to their equivalent GAAP measures, to aid investors in better understanding our financial results.

We believe that these non-GAAP measures provide useful perspective on underlying operating results and trends, and a means to compare our period-over-period results.

These non-GAAP measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

These non-GAAP measures may not be the same as similarly titled measures used by other companies due to possible differences in method and in items or events being adjusted.

• Company Adjusted EBIT (Most Comparable GAAP Measure:

Net Income/(Loss) Attributable to Ford) – Earnings before interest and taxes (EBIT) excludes interest on debt (excl.

Ford Credit Debt), taxes, and pre-tax special items.

This non-GAAP measure is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results.

Our management ordinarily excludes special items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources.

Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows:

Pre-Tax Special Item Significance Guideline

∘ Pension and OPEB remeasurement gains and losses ∘ No minimum

∘ Gains and losses on investments in equity securities ∘ No minimum

∘ Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix ∘ Generally $100 million or more

∘ Other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities ∘ $500 million or more for individual field service actions;

generally $100 million or more for other items

When we provide guidance for adjusted EBIT, we do not provide guidance on a net income basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty, including gains and losses on pension and OPEB remeasurements and on investments in equity securities.

• Company Adjusted EBIT Margin (Most Comparable GAAP Measure:

Company Net Income/(Loss) Margin) – Company Adjusted EBIT margin is Company adjusted EBIT divided by Company revenue.

This non-GAAP measure is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting.

• Adjusted Earnings/(Loss) Per Share (Most Comparable GAAP Measure:

Earnings/(Loss) Per Share) – Measure of Company’s diluted net earnings/(loss) per share adjusted for impact of pre-tax special items (described above), tax special items, and restructuring impacts in noncontrolling interests.

The measure provides investors with useful information to evaluate performance of our business excluding items not indicative of earnings from ongoing operating activities.

When we provide guidance for adjusted earnings/(loss) per share, we do not provide guidance on an earnings/(loss) per share basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.

• Adjusted Effective Tax Rate (Most Comparable GAAP Measure:

Effective Tax Rate) – Measure of Company’s tax rate excluding pre-tax special items (described above) and tax special items.

The measure provides an ongoing effective rate which investors find useful for historical comparisons and for forecasting.

When we provide guidance for adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Company Adjusted Free Cash Flow (Most Comparable GAAP Measure:

Net Cash Provided By/(Used In) Operating Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows.

The measure contains elements management considers operating activities, including Company excluding Ford Credit capital spending, Ford Credit distributions to its parent, and settlement of derivatives.

The measure excludes cash outflows for funded pension contributions, restructuring actions, and other items that are considered operating cash flows under U.S.

This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance.

When we provide guidance for Company adjusted free cash flow, we do not provide guidance for net cash provided by/(used in) operating activities because the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, including cash flows related to the Company's exposures to foreign currency exchange rates and certain commodity prices (separate from any related hedges), Ford Credit's operating cash flows, and cash flows related to special items, including separation payments, each of which individually or in the aggregate could have a significant impact to our net cash provided by/(used in) our operating activities.

• Adjusted ROIC – Calculated as the sum of adjusted net operating profit/(loss) after cash tax from the last four quarters, divided by the average invested capital over the last four quarters.

Adjusted Return on Invested Capital (“Adjusted ROIC”) provides management and investors with useful information to evaluate the Company’s after-cash tax operating return on its invested capital for the period presented.

Adjusted net operating profit/(loss) after cash tax measures operating results less special items, interest on debt (excl.

Ford Credit Debt), and certain pension/OPEB costs.

Average invested capital is the sum of average balance sheet equity, debt (excl.

Ford Credit Debt), and net pension/OPEB liability.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

NON-GAAP FINANCIAL MEASURE RECONCILIATIONS

The following tables show our Non-GAAP financial measure reconciliations.

Net Income/(Loss) Reconciliation to Adjusted EBIT ($M)

2021 2022 2023

Net income/(loss) attributable to Ford (GAAP) $ 17,937 $ (1,981) $ 4,347

Income/(Loss) attributable to noncontrolling interests (27) (171) (18)

Net income/(loss) $ 17,910 $ (2,152) $ 4,329

(Provision for)/Benefit from income taxes (a) 130 864 362

Income/(Loss) before income taxes $ 17,780 $ (3,016) $ 3,967

Special items pre-tax 9,583 (12,172) (5,147)

Income/(Loss) before special items pre-tax $ 8,197 $ 9,156 $ 9,114

Interest on debt (1,803) (1,259) (1,302)

Adjusted EBIT (Non-GAAP) $ 10,000 $ 10,415 $ 10,416

Revenue ($B) $ 136.3 $ 158.1 $ 176.2

Net income/(loss) margin (%) 13.2 % (1.3) % 2.5 %

Adjusted EBIT margin (%) 7.3 % 6.6 % 5.9 %

(a) 2021 reflects a benefit from recognizing deferred tax assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities;

2022 reflects the tax consequences of unrealized losses on marketable securities and favorable changes in our valuation allowances;

2023 reflects benefits from U.S.

research tax credits and legal entity restructuring within our leasing operations and China.

Earnings/(Loss) per Share Reconciliation to Adjusted Earnings/(Loss) per Share

2021 2022 2023

Diluted After-Tax Results ($M)

Diluted after-tax results (GAAP) $ 17,937 $ (1,981) $ 4,347

Impact of pre-tax and tax special items (a) 11,507 (9,599) (3,786)

Adjusted net income/(loss) - Diluted (Non-GAAP) $ 6,430 $ 7,618 $ 8,133

Basic and Diluted Shares (M)

Basic shares (average shares outstanding) 3,991 4,014 3,998

Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt 43 42 43

Diluted shares 4,034 4,056 4,041

Earnings/(Loss) per share - diluted (GAAP) (b) $ 4.45 $ (0.49) $ 1.08

Net impact of adjustments 2.86 (2.37) (0.93)

Adjusted earnings per share - diluted (Non-GAAP) $ 1.59 $ 1.88 $ 2.01

(a) Includes adjustment for noncontrolling interest in 2023.

(b) In 2022, there were 42 million shares excluded from the calculation of diluted earnings/(loss) per share, due to their anti-dilutive effect.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate

2021 2022 2023

Pre-Tax Results ($M)

Income/(Loss) before income taxes (GAAP) $ 17,780 $ (3,016) $ 3,967

Impact of special items 9,583 (12,172) (5,147)

Adjusted earnings before taxes (Non-GAAP) $ 8,197 $ 9,156 $ 9,114

(Provision for)/Benefit from income taxes (GAAP) (a) $ 130 $ 864 $ 362

Impact of special items (b) 1,924 2,573 1,273

Adjusted (provision for)/benefit from income taxes (Non-GAAP) $ (1,794) $ (1,709) $ (911)

Effective tax rate (GAAP) (a) (0.7) % 28.6 % (9.1) %

Adjusted effective tax rate (Non-GAAP) 21.9 % 18.7 % 10.0 %

(a) 2023 reflects benefits from U.S.

research tax credits and legal entity restructuring within our leasing operations and China.

(b) 2021 reflects a benefit from recognizing deferred tax assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities;

2022 reflects the tax consequences of unrealized losses on marketable securities and favorable changes in our valuation allowances;

2023 reflects benefits from China legal entity restructuring.

Net Cash Provided by/(Used in) Operating Activities Reconciliation to Company Adjusted Free Cash Flow ($M)

2021 2022 2023

Net cash provided by/(used in) operating activities (GAAP) $ 15,787 $ 6,853 $ 14,918

Items not included in Company Adjusted Free Cash Flows

Ford Credit operating cash flows $ 15,293 $ (5,416) $ 1,180

Funded pension contributions (773) (567) (592)

Restructuring (including separations) (a) (1,855) (835) (1,025)

Ford Credit tax payments/(refunds) under tax sharing agreement 15 147 169

Other, net (421) (58) 240

Items included in Company Adjusted Free Cash Flows

Company excluding Ford Credit capital spending $ (6,183) $ (6,511) $ (8,152)

Ford Credit distributions 7,500 2,100 —

Settlement of derivatives (255) (90) 7

Company adjusted free cash flow (Non-GAAP) $ 4,590 $ 9,081 $ 6,801

(a) Restructuring excludes cash flows reported in investing activities.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2023 SUPPLEMENTAL INFORMATION

The tables below provide supplemental consolidating financial information and other financial information.

Company excluding Ford Credit includes our Ford Blue, Ford Model e, Ford Pro, and Ford Next reportable segments, Corporate Other, Interest on Debt, and Special Items.

Eliminations, where presented, primarily represent eliminations of intersegment transactions and deferred tax netting.

Selected Cash Flow Information.

The following tables provide supplemental cash flow information (in millions):

For the Year Ended December 31, 2023

Cash flows from operating activities Company excluding Ford Credit Ford Credit Eliminations Consolidated

Net income/(loss) $ 2,996 $ 1,333 $ — $ 4,329

Depreciation and tooling amortization 5,336 2,354 — 7,690

Other amortization 28 (1,195) — (1,167)

Provision for/(Benefit from) credit and insurance losses 107 331 — 438

Pension and OPEB expense/(income) 3,052 — — 3,052

Equity method investment dividends received in excess of (earnings)/losses and impairments (29) (4) — (33)

Foreign currency adjustments (49) (185) — (234)

Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments 236 (31) — 205

Net (gain)/loss on changes in investments in affiliates (9) — — (9)

Stock compensation 446 14 — 460

Provision for/(Benefit from) deferred income taxes (1,032) (617) — (1,649)

Decrease/(Increase) in finance receivables (wholesale and other) — (4,827) — (4,827)

Decrease/(Increase) in intersegment receivables/payables 167 (167) — —

Decrease/(Increase) in accounts receivable and other assets (2,512) (108) — (2,620)

Decrease/(Increase) in inventory (1,219) — — (1,219)

Increase/(Decrease) in accounts payable and accrued and other liabilities

9,602 227 — 9,829

Other 539 134 — 673

Interest supplements and residual value support to Ford Credit

(3,921) 3,921 — —

Net cash provided by/(used in) operating activities $ 13,738 $ 1,180 $ — $ 14,918

Cash flows from investing activities

Capital spending $ (8,156) $ (80) $ — $ (8,236)

Acquisitions of finance receivables and operating leases — (54,505) — (54,505)

Collections of finance receivables and operating leases — 44,561 — 44,561

Purchases of marketable securities and other investments (6,551) (2,039) — (8,590)

Sales and maturities of marketable securities and other investments 9,895 2,805 — 12,700

Settlements of derivatives 7 (145) — (138)

Capital contributions to equity method investments (2,733) — — (2,733)

Other (687) — — (687)

Investing activity (to)/from other segments — (3) 3 —

Net cash provided by/(used in) investing activities $ (8,225) $ (9,406) $ 3 $ (17,628)

Cash flows from financing activities

Cash payments for dividends and dividend equivalents $ (4,995) $ — $ — $ (4,995)

Purchases of common stock (335) — — (335)

Net changes in short-term debt (115) (1,424) — (1,539)

Proceeds from issuance of long-term debt — 51,659 — 51,659

Payments on long-term debt (212) (41,753) — (41,965)

Other (102) (139) — (241)

Financing activity to/(from) other segments 3 — (3) —

Net cash provided by/(used in) financing activities $ (5,756) $ 8,343 $ (3) $ 2,584

Effect of exchange rate changes on cash, cash equivalents, and restricted cash $ (262) $ 158 $ — $ (104)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Selected Income Statement Information.

The following table provides supplemental income statement information (in millions):

For the Year Ended December 31, 2023

Company excluding Ford Credit Ford Credit Consolidated

Revenues $ 165,901 $ 10,290 $ 176,191

Total costs and expenses 161,252 9,481 170,733

Operating income/(loss) 4,649 809 5,458

Interest expense on Company debt excluding Ford Credit 1,302 — 1,302

Other income/(loss), net (1,093) 490 (603)

Equity in net income/(loss) of affiliated companies 382 32 414

Income/(Loss) before income taxes 2,636 1,331 3,967

Provision for/(Benefit from) income taxes (360) (2) (362)

Net income/(loss) 2,996 1,333 4,329

Income/(loss) attributable to noncontrolling interests (18) — (18)

Net income/(loss) attributable to Ford Motor Company $ 3,014 $ 1,333 $ 4,347

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Selected Balance Sheet Information.

The following tables provide supplemental balance sheet information (in millions):

December 31, 2023

Assets Company excluding

Ford Credit Ford Credit Eliminations Consolidated

Cash and cash equivalents $ 14,204 $ 10,658 $ — $ 24,862

Marketable securities 14,520 789 — 15,309

Ford Credit finance receivables, net — 46,425 — 46,425

Trade and other receivables, net 5,771 9,830 — 15,601

Inventories 15,651 — — 15,651

Other assets 2,658 975 — 3,633

Receivable from other segments 1,716 1,773 (3,489) —

Total current assets 54,520 70,450 (3,489) 121,481

Ford Credit finance receivables, net — 55,650 — 55,650

Net investment in operating leases 1,052 20,332 — 21,384

Net property 40,551 270 — 40,821

Equity in net assets of affiliated companies 5,431 117 — 5,548

Deferred income taxes 16,795 190 — 16,985

Other assets 9,959 1,482 — 11,441

Receivable from other segments — 30 (30) —

Total assets $ 128,308 $ 148,521 $ (3,519) $ 273,310

Payables $ 25,092 $ 900 $ — $ 25,992

Other liabilities and deferred revenue 23,273 2,597 — 25,870

Company excluding Ford Credit debt payable within one year 477 — — 477

Ford Credit debt payable within one year — 49,192 — 49,192

Payable to other segments 3,373 116 (3,489) —

Total current liabilities 52,215 52,805 (3,489) 101,531

Other liabilities and deferred revenue 26,519 1,895 — 28,414

Company excluding Ford Credit long-term debt 19,467 — — 19,467

Ford Credit long-term debt — 80,095 — 80,095

Deferred income taxes 668 337 — 1,005

Payable to other segments 30 — (30) —

Total liabilities $ 98,899 $ 135,132 $ (3,519) $ 230,512

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Selected Other Information.

At December 31, 2022, total equity attributable to Ford was $43.2 billion, a decrease of $5.3 billion compared with December 31, 2021.

At December 31, 2023, total equity attributable to Ford was $42.8 billion, a decrease of $0.4 billion compared with December 31, 2022.

The detail for the changes is shown below (in billions):

2022 vs 2021 Increase/

2023 vs 2022 Increase/

Net income/(loss) $ (2.0) $ 4.3

Shareholder distributions (a) (2.5) (5.4)

Other comprehensive income/(loss) (1.0) 0.3

Adoption of accounting standards — —

Common stock issued (including share-based compensation impacts) 0.2 0.4

Total $ (5.3) $ (0.4)

(a) Includes cash dividends, dividend equivalents, and anti-dilutive share repurchases.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

CRITICAL ACCOUNTING ESTIMATES

We consider an accounting estimate to be critical if:

(1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors.

In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above.

Changes in estimates used in these and other items could have a material impact on our financial statements.

Warranties and Field Service Actions

Nature of Estimates Required.

We provide base warranties on the products we sell for specific periods of time and/or mileage, which vary depending upon the type of product and the geographic location of its sale.

Separately, we also periodically perform field service actions related to safety recalls, emission recalls, and other product campaigns.

Pursuant to these warranties and field service actions, we will repair, replace, or adjust parts on a vehicle that are defective in factory-supplied materials or workmanship.

We accrue the estimated cost of both base warranty coverages and field service actions at the time of sale.

In addition, from time to time, we issue extended warranties at our expense, the estimated cost of which is accrued at the time of issuance.

Assumptions and Approach Used.

We establish our estimate of base warranty obligations using a patterned estimation model.

We use historical information regarding the nature, frequency, and average cost of claims for each vehicle line by model year.

We reevaluate our estimate of base warranty obligations on a regular basis.

Experience has shown that initial data for any given model year may be volatile;

therefore, our process relies on long-term historical averages until sufficient data are available.

With actual experience, we use the data to update the historical averages.

We then compare the resulting accruals with present spending rates to assess whether the balances are adequate to meet expected future obligations.

Based on this data, we update our estimates as necessary.

Field service actions may occur in periods beyond the base warranty coverage period.

We establish our estimates of field service action obligations using a patterned estimation model.

We use historical information regarding the nature, frequency, severity, and average cost of claims for each model year.

We assess our obligation for field service actions on a regular basis using actual claims experience and update our estimates as necessary.

Due to the uncertainty and potential volatility of the factors used in establishing our estimates, changes in our assumptions could materially affect our financial condition and results of operations.

See Note 25 of the Notes to the Financial Statements for information regarding warranty and field service action costs.

Pensions and Other Postretirement Employee Benefits

Nature of Estimates Required.

The estimation of our defined benefit pension and OPEB plan obligations and expenses requires that we make use of estimates of the present value of the projected future payments to all participants, taking into consideration the likelihood of potential future events, such as demographic experience and health care cost increases.

Plan obligations and expenses are based on existing retirement plan provisions.

No assumption is made regarding any potential future changes to benefit provisions beyond those to which we are presently committed (e.g., in existing labor contracts).

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Assumptions and Approach Used.

The assumptions used in developing the required estimates include the following key factors:

• Discount rates.

Our discount rate assumptions are based primarily on the results of cash flow matching analyses, which match the future cash outflows for each major plan to a yield curve based on high-quality bonds specific to the country of the plan.

Benefit payments are discounted at the rates on the curve to determine the year-end obligations.

• Expected long-term rate of return on plan assets.

Our expected long-term rate of return considers inputs from a range of advisors for capital market returns, adjusted for specific aspects of our investment strategy by plan.

Historical returns also are considered when appropriate.

The assumption is based on consideration of all inputs, with a focus on long-term trends to avoid short-term market influences.

• Salary growth.

Our salary growth assumption reflects our actual experience, long-term outlook, and assumed inflation.

Our inflation assumption is based on an evaluation of external market indicators, including real gross domestic product growth and central bank inflation targets.

• Expected contributions.

Our expected amount and timing of contributions are based on an assessment of minimum requirements, cash availability, and other considerations (e.g., funded status, avoidance of regulatory premiums and levies, and tax efficiency).

• Retirement rates.

Retirement rates are developed to reflect actual and projected plan experience.

• Mortality rates.

Mortality rates are developed to reflect actual and projected plan experience.

• Health care cost trends .

Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends.

Assumptions are set at each year-end and are generally not changed during the year unless there is a major plan event, such as a curtailment or settlement that would trigger a plan remeasurement.

See Note 17 of the Notes to the Financial Statements for more information regarding pension and OPEB costs and assumptions.

Pension Plans

Effect of Actual Results .

The year-end 2023 weighted average discount rate was 5.17% for U.S.

plans and 3.98% for non-U.S.

plans, reflecting decreases of 34 and 44 basis points, respectively, compared with year-end 2022.

In 2023, the U.S.

actual return on assets was 7.41%, which was higher than the expected long-term rate of return of 6.25%.

actual return on assets was 5.56%, which was higher than the expected long-term rate of return of 4.13%.

The higher returns are explained primarily by gains on fixed income assets.

In total, lower discount rates compared to year-end 2022, partially offset by asset gains in excess of our assumptions resulted in a net remeasurement loss of $1.8 billion, which has been recognized within net periodic benefit cost and reported as a special item.

For 2024, the expected long-term rate of return on assets is 5.93% for U.S.

plans, down 32 basis points from 2023, reflecting lower capital market return expectations, and 4.53% for non-U.S.

plans, up 40 basis points compared with a year ago, reflecting return expectations in those markets and a higher return seeking mix for certain plans.

De-risking Strategy .

We employ a broad de-risking strategy for our global funded plans that increases the matching characteristics of our assets relative to our obligation as funded status improves.

Changes in interest rates, which directly influence changes in discount rates, in addition to other factors have a significant impact on the value of our pension obligation and fixed income asset portfolio.

Our de-risking strategy has increased the allocation to fixed income investments and reduced our funded status sensitivity to changes in interest rates.

Changes in interest rates should result in offsetting effects in the value of our pension obligation and the value of the fixed income asset portfolio.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Sensitivity Analysis.

The December 31, 2023 pension funded status and 2024 expense are affected by year-end 2023 assumptions.

Sensitivities to these assumptions may be asymmetric and are specific to the time periods noted.

The effects of changes in the factors that generally have the largest impact on year-end funded status and pension expense are discussed below.

Discount rates and interest rates have the largest impact on our obligations and fixed income assets.

The table below estimates the effect on our funded status of an increase/decrease in discount rates and interest rates (in millions):

Point Change Increase/(Decrease) in

December 31, 2023 Funded Status

Plans Non-U.S.

Discount rate - obligation +/- 100 bps $2,900/$(3,400) $2,700/$(3,400)

Interest rate - fixed income assets +/- 100 (2,800)/3,200 (1,800)/2,200

Net impact on funded status $100/$(200) $900/$(1,200)

The fixed income asset sensitivity shown excludes other fixed income return components (e.g., changes in credit spreads, bond coupon and active management excess returns), and growth asset returns.

Other factors that affect net funded status (e.g., contributions) are not reflected.

Interest rates and the expected long-term rate of return on assets have the largest effect on pension expense.

These assumptions are generally set at each year-end for expense recorded throughout the following year.

The table below estimates the effect on pension expense of a higher/lower assumption for these factors (in millions):

Point Change Increase/(Decrease) in

2024 Pension Expense

Plans Non-U.S.

Interest rate - service cost and interest cost +/- 25 bps $25/$(25) $15/$(15)

Expected long-term rate of return on assets +/- 25 (75)/75 (55)/55

The effect of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities.

The sensitivity of pension expense to a change in discount rate assumptions may not be linear.

Other Postretirement Employee Benefits

Effect of Actual Results .

The weighted average discount rate used to determine the benefit obligation for worldwide OPEB plans at December 31, 2023 was 5.10%, compared with 5.48% at December 31, 2022, resulting in a worldwide net remeasurement loss of $286 million, which has been recognized within net periodic benefit cost and reported as a special item.

Sensitivity Analysis.

Discount rates and interest rates have the largest effect on our OPEB obligation and expense.

The table below estimates the effect on 2024 OPEB expense of higher/lower assumptions for these factors (in millions):

Worldwide OPEB

Point Change (Increase)/Decrease

2023 YE Obligation Increase/(Decrease)

Discount rate - obligation +/- 100 bps $450/$(540) N/A

Interest rate - service cost and interest cost +/- 25 N/A $5/$(5)

Nature of Estimates Required.

We must make estimates and apply judgment in determining the provision for income taxes for financial reporting purposes.

We make these estimates and judgments primarily in the following areas:

(i) the calculation of tax credits, (ii) the calculation of differences in the timing of recognition of revenue and expense for tax reporting and financial statement purposes, as well as (iii) the calculation of interest and penalties related to uncertain tax positions.

Changes in these estimates and judgments may result in a material increase or decrease to our tax provision, which would be recorded in the period in which the change occurs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Assumptions and Approach Used.

We are subject to the income tax laws and regulations of the many jurisdictions in which we operate.

These tax laws and regulations are complex and involve uncertainties in the application to our facts and circumstances that may be open to interpretation.

We recognize benefits for these uncertain tax positions based upon a process that requires judgment regarding the technical application of the laws, regulations, and various related judicial opinions.

If, in our judgment, it is more likely than not (defined as a likelihood of more than 50%) that the uncertain tax position will be settled favorably for us, we estimate an amount that ultimately will be realized.

This process is inherently subjective since it requires our assessment of the probability of future outcomes.

We evaluate these uncertain tax positions on a quarterly basis, including consideration of changes in facts and circumstances, such as new regulations or recent judicial opinions, as well as the status of audit activities by taxing authorities.

Changes to our estimate of the amount to be realized are recorded in our provision for income taxes during the period in which the change occurred.

We must also assess the likelihood that we will be able to recover our deferred tax assets against future sources of taxable income and reduce the carrying amount of deferred tax assets by recording a valuation allowance if, based on all available evidence, it is more likely than not that all or a portion of such assets will not be realized.

This assessment, which is completed on a taxing jurisdiction basis, takes into account various types of evidence, including the following:

• Nature, frequency, and severity of current and cumulative financial reporting losses.

A pattern of objectively measured recent financial reporting losses is heavily weighted as a source of negative evidence.

We generally consider cumulative pre-tax losses in the three-year period ending with the current quarter to be significant negative evidence regarding future profitability.

We also consider the strength and trend of earnings, as well as other relevant factors.

In certain circumstances, historical information may not be as relevant due to changes in our business operations;

• Sources of future taxable income.

Future reversals of existing temporary differences are heavily weighted sources of objectively verifiable positive evidence.

Projections of future taxable income exclusive of reversing temporary differences are a source of positive evidence only when the projections are combined with a history of recent profits and can be reasonably estimated.

Otherwise, these projections are considered inherently subjective and generally will not be sufficient to overcome negative evidence that includes relevant cumulative losses in recent years, particularly if the projected future taxable income is dependent on an anticipated turnaround to profitability that has not yet been achieved.

In such cases, we generally give these projections of future taxable income no weight for the purposes of our valuation allowance assessment;

• Tax planning strategies.

If necessary and available, tax planning strategies could be implemented to accelerate taxable amounts to utilize expiring carryforwards.

These strategies would be a source of additional positive evidence and, depending on their nature, could be heavily weighted.

In assessing the realizability of deferred tax assets, we consider the trade-offs between cash preservation and cash outlays to preserve tax credits.

We presently believe that global valuation allowances of $4.2 billion are required and that we ultimately will recover the remaining $16 billion of deferred tax assets.

However, the ultimate realization of our deferred tax assets is subject to a number of variables, including our future profitability within relevant tax jurisdictions, and future tax planning and the related effects on our cash and liquidity position.

Accordingly, our valuation allowances may increase or decrease in future periods.

For additional information regarding income taxes, see Note 7 of the Notes to the Financial Statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Impairment of Long-Lived Assets

Asset groups are tested at the level of the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Our asset groups presently are the regional Automotive business units (i.e., North America, South America, Europe, China (including Taiwan), and the International Markets Group), Ford Credit, and the separate legal entities within the Mobility segment.

Asset groupings for impairment analysis are reevaluated when events occur, such as changes in organizational structure and management reporting.

As a result of the new organizational and segment structure that will be implemented in 2023, our asset groups are expected to be Ford Blue North America, Ford Blue Europe, Ford Blue Rest of World, Ford Model e, Ford Pro, Ford Credit, and Ford Next (formerly Mobility).

Following the organizational and segment structure change in the beginning of 2023, our asset groups are:

Ford Blue North America, Ford Blue Europe, Ford Blue Rest of World, Ford Model e, Ford Pro, Ford Credit, and Ford Next.

Nature of Estimates Required - Held-and-Used Long-Lived Assets.

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When an impairment loss is recognized for assets to be held and used, the adjusted carrying amounts of those assets are depreciated over their remaining useful life.

Nature of Estimates Required - Held-for-Sale Operations.

We perform an impairment test on a disposal group to be discontinued, held for sale, or otherwise disposed of when we have committed to an action and the action is expected to be completed within one year.

We estimate fair value to approximate the expected proceeds to be received less cost to sell and compare it to the carrying value of the disposal group.

An impairment charge is recognized when the carrying value exceeds the estimated fair value.

Assumptions and Approach Used - Held-and-Used Long-Lived Assets.

Fair value of an asset group is determined from the perspective of a market-participant considering, among other things, appropriate discount rates, valuation techniques, the most advantageous market, and assumptions about the highest and best use of the asset group.

The fair value of an asset group is determined from the perspective of a market-participant considering, among other things, appropriate discount rates, valuation techniques, the most advantageous market, and assumptions about the highest and best use of the asset group.

We measure the fair value of an asset group based on market prices (i.e., the amount for which the asset could be sold to a third party) when available.

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These projections are derived using our internal business plan forecasts that are updated at least annually and reviewed by our Board of Directors.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Long-term growth rate.

A growth rate is used to calculate the terminal value of the business and is added to the present value of the debt-free interim cash flows.

The growth rate is the expected rate at which an asset group’s business unit’s earnings stream is projected to grow beyond the planning period.

The growth rate is the expected rate at which an asset group’s earnings stream is projected to grow beyond the planning period.

• Discount rate.

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Weighted-average cost of capital is an estimate of the overall risk-adjusted pre-tax rate of return expected by equity and debt holders of a business enterprise.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Economic projections.

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These macroeconomic assumptions include, but are not limited to, industry sales volumes, inflation, interest rates, prices of raw materials (e.g., commodities), and foreign currency exchange rates.

The market approach is another method for measuring the fair value of a reporting unit or asset group.

This approach relies on the market value (i.e., market capitalization) of companies that are engaged in the same or similar line of business as the reporting unit or asset group being evaluated.

The market approach is another method for measuring the fair value of an asset group.

This approach relies on the market value (i.e., market capitalization) of companies that are engaged in the same or a similar line of business as the asset group being evaluated.

In addition, to the extent available we also consider third-party valuations that were prepared for other business purposes.

During 2022, we continued to progress our global redesign.

Against this backdrop, we determined that there were triggering events related to our South America and International Markets Group (“IMG”) business units.

We also assessed our expected new 2023 asset groups, which consist of Ford Blue North America, Ford Blue Europe, Ford Blue Rest of World, Ford Model e, Ford Pro, Ford Credit and Ford Next and assessed these groups for triggering events and potential impairment.

We determined that the carrying values of the long-lived assets were recoverable at December 31, 2022 under our existing assets groups as well as under our anticipated 2023 asset groups.

If in future quarters our economic or business projections were to change as a result of our plans or changes in the economic or business environment, there was a significant adverse change in the extent or manner in which a long-lived asset is being used, or there was a current expectation that a long-lived asset group will be disposed of significantly before the end of its useful life, we would undertake additional testing, as appropriate, which could result in an impairment of long-lived assets.

Assumptions and Approach Used - Held-for-Sale Operations .

In the third quarter of 2022, we entered into an agreement to sell our Sanand, India vehicle assembly and powertrain plants to Tata Passenger Electric Mobility Limited (“Tata”).

The sale transaction included the land, buildings, and other fixed assets (excluding the powertrain machinery and equipment) for the plants.

Accordingly, we have reported $88 million of fixed assets for this operation as held for sale for the period ended December 31, 2022.

We recognized pre-tax impairment charges in Cost of sales of $32 million in the third quarter of 2022 to adjust the carrying value of the held-for-sale assets to fair value less costs to sell.

We determined fair value using the market approach, estimated based on the negotiated value of the assets.

On January 10, 2023, we completed the sale of the plants to Tata.

See Note 22 of the Notes to the Financial Statements for more information regarding held-for-sale operations.

During 2023, we identified triggering events related to our Ford Blue Europe asset group.

In each situation in which we experienced a triggering event during the year, we tested our long-lived assets for impairment using our internal economic and business projections, and determined that the carrying values of the long-lived assets were recoverable.

If, in future quarters, our economic or business projections were to change as a result of an update to our plans, a deterioration of the economic or business environment, a significant adverse change in the extent or manner in which a long-lived asset is being used, or an expectation that a long-lived asset group will be disposed of significantly before the end of its useful life, we would undertake additional testing, as appropriate, which could result in an impairment of long-lived assets.

Allowance for Credit Losses

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Adjustments to the amount of accumulated supplemental depreciation on operating leases are reflected on our balance sheets as Net investment in operating leases and on our income statements in Ford Credit interest, operating, and other expenses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

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We are exposed to a variety of market and other risks, including the effects of changes in foreign currency exchange rates, commodity prices, and interest rates, as well as risks to availability of funding sources, hazard events, and specific asset risks.

These risks affect our Automotive and Ford Credit segments differently.

We monitor and manage these exposures as an integral part of our overall risk management program, which includes regular reports to a central management committee, the Global Risk Management Committee (“GRMC”).

The GRMC is chaired by our Chief Financial Officer, and the committee includes our Controller and Treasurer.

Our Automotive and Ford Credit segments are exposed to liquidity risk, including the possibility of having to curtail business or being unable to meet financial obligations as they come due because funding sources may be reduced or become unavailable.

We are exposed to liquidity risk, including the possibility of having to curtail business or being unable to meet financial obligations as they come due because funding sources may be reduced or become unavailable.

Our plan is to maintain funding sources to ensure liquidity through a variety of economic or business cycles.

As discussed in greater detail in Item 7, our funding sources include sales of receivables in securitizations and other structured financings, unsecured debt issuances, equity and equity-linked issuances, and bank borrowings.

We are exposed to a variety of risks, such as loss or damage to property, liability claims, and employee injury.

We are exposed to a variety of other risks, such as loss or damage to property, liability claims, and employee injury.

We protect against these risks through the purchase of commercial insurance that is designed to protect us above our self-insured retentions against events that could generate significant losses.

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For additional information on our derivatives, see Note 20 of the Notes to the Financial Statements.

The market and counterparty risks of our Automotive and Ford Credit segments are discussed and quantified below.

AUTOMOTIVE MARKET RISK

Our Automotive segment frequently has expenditures and receipts denominated in foreign currencies, including the following:

The market and counterparty risks of the Company excluding Ford Credit as well as our Ford Credit segment are discussed and quantified below.

COMPANY EXCLUDING FORD CREDIT MARKET RISK

We frequently have expenditures and receipts denominated in foreign currencies, including the following:

purchases and sales of finished vehicles and production parts, debt and other payables, subsidiary dividends, and investments in foreign operations.

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In our hedging actions, we use derivative instruments commonly used by corporations to reduce foreign exchange risk (e.g., forward contracts).

The extent to which we hedge is also impacted by materiality of the risk in the context of our overall portfolio, market liquidity, and/or our ability to achieve designated hedge accounting.

Quantitative and Qualitative Disclosures About Market Risk (Continued)

The net fair value of foreign exchange forward contracts (including adjustments for credit risk) as of December 31, 2022, was an asset of $236 million, compared with a liability of $253 million as of December 31, 2021.

The net fair value of foreign exchange forward contracts (including adjustments for credit risk) as of December 31, 2023, was a liability of $319 million, compared with an asset of $236 million as of December 31, 2022.

The potential change in the fair value from a 10% change in the underlying exchange rates, in U.S.

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As we transition to a greater mix of electric vehicles, we expect to increase our reliance on lithium, cobalt, nickel, graphite, and manganese, among other materials, for batteries.

Accordingly, our practice is to use derivative instruments to hedge the price risk with respect to forecasted purchases of certain commodities that we can economically hedge and consistent with our overall risk management strategy.

Our practice is to use derivative instruments to hedge the price risk with respect to forecasted purchases of certain commodities consistent with our overall risk management strategy.

In our hedging actions, we use derivative instruments commonly used by corporations to reduce commodity price risk (e.g., financially settled forward contracts).

The extent to which we hedge is also impacted by our ability to achieve designated hedge accounting.

The net fair value of commodity forward contracts (including adjustments for credit risk) as of December 31, 2022, was a liability of $49 million, compared with an asset of $220 million as of December 31, 2021.

The extent to which we hedge is also impacted by materiality of the risk in the context of our overall portfolio, market liquidity, and/or our ability to achieve designated hedge accounting.

The net fair value of commodity forward contracts (including adjustments for credit risk) as of December 31, 2023, was a liability of $9 million, compared with a liability of $49 million as of December 31, 2022.

The potential change in the fair value from a 10% change in the underlying commodity prices would have been $203 million at December 31, 2023, compared with $178 million at December 31, 2022.

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Interest rate risk relates to the loss we could incur in our Company cash investment portfolios due to a change in interest rates.

Our interest rate sensitivity analysis on the investment portfolios includes cash and cash equivalents and net marketable securities.

At December 31, 2022, Company cash consisted of $0.2 billion of Rivian marketable securities and $32.1 billion of cash in our investment portfolios, compared to $10.6 billion of Rivian marketable securities and $26.0 billion of cash in our investment portfolios at December 31, 2021.

Our interest rate sensitivity analysis on our investment portfolios includes cash and cash equivalents and net marketable securities.

At December 31, 2023, we had Company cash of $28.8 billion in our investment portfolios, compared to $32.3 billion at December 31, 2022.

We invest the portfolios in securities of various types and maturities, the value of which are subject to fluctuations in interest rates.

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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 7. Management’s Discussion and Analysis