Legal Proceedings (Continued)
−Removed: Transit Connect Customs Penalty Notice.
−Removed: Customs and Border Protection (“CBP”) ruled in 2013 that Transit Connects imported as passenger wagons and later converted into cargo vans are subject to the 25% duty applicable to cargo vehicles, rather than the 2.5% duty applicable to passenger vehicles.
−Removed: We filed a challenge in the U.S.
−Removed: Court of International Trade (“CIT”), and CIT ruled in our favor in 2017.
−Removed: CBP subsequently filed a notice of appeal to the U.S.
−Removed: Court of Appeals for the Federal Circuit, which ruled in favor of CBP.
−Removed: Following the U.S.
−Removed: Supreme Court’s denial of our petition for a writ of certiorari in 2020, we paid the increased duties for certain prior imports, plus interest, and disclosed that CBP might assert a claim for penalties.
−Removed: 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 are vigorously defending our actions and contesting payment of the penalty and the additional duties.
+Added: OTHER MATTERS
+Added: Brazilian Tax Matters.
+Added: One Brazilian state (São Paulo) and the Brazilian federal tax authority currently have outstanding substantial tax assessments against Ford Motor Company Brasil Ltda.
+Added: (“Ford Brazil”) related to state and federal tax incentives Ford Brazil received for its operations in the Brazilian state of Bahia.
+Added: The São Paulo assessment is part of a broader conflict among various states in Brazil.
+Added: 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.
+Added: 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.
+Added: The federal assessments are outside the scope of the legislation.
+Added: All of the outstanding assessments have been appealed to the relevant administrative court of each jurisdiction.
+Added: To proceed with an appeal within the judicial court system, an appellant may be required to post collateral.
+Added: To date, we have not been required to post any collateral.
+Added: 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.
+Added: Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to be remote.
European Commission and U.K.
5 unchanged sentences
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.
−Removed: Given that this investigation is in its early stages, it is difficult to predict the outcome or what remedies, if any, may be imposed.
−Removed: We are cooperating with the Commission and the CMA as they complete their investigations.
+Added: We are continuing to cooperate with the Commission and the CMA.
+Added: National Highway Traffic Safety Administration Consent Order.
+Added: On November 13, 2024, Ford entered into a consent order (the “Consent Order”) with the National Highway Traffic Safety Administration (“NHTSA”) to resolve, without an admission of liability, allegations made by NHTSA following its investigation into whether a recall conducted by Ford in 2020 addressing rearview camera performance was timely under NHTSA’s regulations.
+Added: The Consent Order includes a $165 million civil penalty, which consists of a $65 million cash payment from Ford, $55 million held in abeyance subject to Ford’s adherence to the terms of the Consent Order, and $45 million that Ford will use to invest in advanced data analytics, a new testing facility, and certain other projects to enhance compliance with NHTSA’s requirements.
+Added: In addition, during the term of the Consent Order, Ford has agreed to submit a monthly Safety Evaluation List (“SEL”) to NHTSA and to meet with NHTSA each quarter to review and answer NHTSA’s questions about any of the issues on the SEL.
+Added: Further, Ford has hired an independent third party selected by NHTSA to assess the Company’s adherence to the Consent Order and Vehicle Safety Act over the term of the Consent Order and to report on Ford’s progress to NHTSA.
+Added: Ford has also committed to review prior recalls over the past three years to ensure that all impacted vehicles were captured.
+Added: In the event Ford determines that it must add more vehicles to the population, the Company will update the applicable recalls.
+Added: The term of the Consent Order is three years, and it may be extended for one additional year at NHTSA’s discretion.
Mine Safety Disclosures.
6 unchanged sentences
(b) President and Chief Executive Officer October 2020 62
−Removed: John Lawler Chief Financial Officer October 2020 57
+Added: John Lawler (c) Vice Chair and Chief Financial Officer October 2020 58
Ashwani (“Kumar”) Galhotra Chief Operating Officer October 2023 59
Michael Amend Chief Enterprise Technology Officer September 2021 47
−Removed: Theodore Cannis CEO, Ford Pro and Ford Customer Service Division September 2023 57
Croley Chief Policy Officer and General Counsel July 2021 59
Doug Field Chief EV, Digital, and Design Officer October 2023 59
−Removed: Andrew Frick President, Ford Blue October 2023 50
+Added: Andrew Frick President, Ford Blue and Ford Customer Service Division October 2023 51
Marin Gjaja Chief Operating Officer, Ford Model e September 2023 55
−Removed: Stern President, Integrated Services August 2023 52
Jennifer Waldo Chief People and Employee Experience Officer May 2022 48
Shengpo (“Sam”) Wu President and Chief Executive Officer, Ford of China March 2023 58
−Removed: Cathy O’Callaghan Controller June 2018 55
+Added: Mark Kosman Chief Accounting Officer February 2024 59
(a) Also a Director, Chair of the Office of the Chair and Chief Executive, Chair of the Finance Committee, and a member of the Sustainability, Innovation and Policy Committee of the Board of Directors.
1 unchanged sentence
(b) Also a Director and member of the Office of the Chair and Chief Executive.
+Added: Lawler has held the position of Chief Financial Officer since October 2020.
+Added: He received the additional title of Vice Chair in June 2024.
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.
12 unchanged sentences
He had been at BCG since 1996.
−Removed: Stern was Vice President, Services at Apple from 2016 to 2023.
• Jennifer Waldo was Vice President, People Business Partners at Apple from 2019 to 2022.
24 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.