What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-10-29 · 202 added, 199 removed, 427 unchanged (48% of the section changed)

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SEGMENT INFORMATION (Continued)

Key financial information for the periods ended or at September 30 was as follows (in millions):

Ford Blue Ford Model e Ford Pro Ford Next Ford Credit Corporate

Other Interest

on Debt Special Items Eliminations/Adjustments Total

Third Quarter 2023

External revenues $ 25,587 $ 1,758 $ 13,829 $ 1 $ 2,625 $ 1 $ — $ — $ — $ 43,801

Intersegment revenues (a) 8,925 241 — — — — — — ( 9,166 ) —

Total revenues $ 34,512 $ 1,999 $ 13,829 $ 1 $ 2,625 $ 1 $ — $ — $ ( 9,166 ) $ 43,801

Income/(Loss) before income taxes $ 1,718 $ ( 1,329 ) $ 1,654 $ ( 17 ) $ 358 $ ( 186 ) $ ( 324 ) $ ( 487 ) (b) $ — $ 1,387

Equity in net income/(loss) of affiliated companies 90 ( 9 ) 179 ( 5 ) 9 — — ( 1 ) — 263

Total assets 60,282 10,966 3,137 235 142,615 53,097 — — ( 2,259 ) (c) 268,073

Third Quarter 2024

Key financial information for the periods ended or at March 31 was as follows (in millions):

Ford Blue Ford

Model e Ford Pro Ford Credit Unallocated Amounts and Eliminations (a) Total

First Quarter 2024

External revenues $ 21,754 $ 116 $ 18,019 $ 2,887 $ 1 $ 42,777

Intersegment revenues (a) 10,577 74 — — — — — — ( 10,651 ) —

Intersegment revenues (b) 11,741 21 — — ( 11,762 ) —

Total revenues $ 33,495 $ 137 $ 18,019 $ 2,887 $ ( 11,761 ) $ 42,777

Income/(loss) before income taxes $ 1,627 $ ( 1,224 ) $ 1,814 $ ( 10 ) $ 544 $ ( 201 ) $ ( 272 ) $ ( 1,409 ) (d) $ — $ 869

Other segment items (c) 32,594 1,464 15,013 2,561

Segment EBIT/EBT $ 901 $ ( 1,327 ) $ 3,006 $ 326 $ 2,906

Reconciliation of Segment EBIT/EBT

Unallocated amounts:

Corporate Other ( 143 )

Interest on debt (excludes $ 1,848 of Ford Credit interest on debt)

Special items (d) ( 873 )

Income/(Loss) before income taxes $ 1,612

Other Segment Disclosures

Depreciation and tooling amortization $ 725 $ 143 $ 360 $ 622 $ 31 $ 1,881

Investment-related interest income 36 1 11 145 217 410

Equity in net income/(loss) of affiliated companies 61 ( 19 ) 117 8 — 167

Total assets 60,477 17,540 3,833 157 156,416 51,884 — — ( 3,260 ) (c) 287,047

Ford Blue Ford Model e Ford Pro Ford Next Ford Credit Corporate

Other Interest

on Debt Special Items Eliminations/Adjustments Total

First Nine Months 2023

External revenues $ 75,713 $ 4,299 $ 42,667 $ 2 $ 7,541 $ 7 $ — $ — $ — $ 130,229

Intersegment revenues (a) 28,308 422 — — — — — — ( 28,730 ) —

Total revenues $ 104,021 $ 4,721 $ 42,667 $ 2 $ 7,541 $ 7 $ — $ — $ ( 28,730 ) $ 130,229

Income/(Loss) before income taxes $ 6,649 $ ( 3,131 ) $ 5,411 $ ( 87 ) $ 1,051 $ ( 530 ) $ ( 936 ) $ ( 2,593 ) (b) $ — $ 5,834

Equity in net income/(loss) of affiliated companies 249 ( 15 ) 456 ( 23 ) 23 1 — ( 422 ) (e) — 269

First Nine Months 2024

Cash outflow for capital spending (e) 1,049 975 9 21 40 2,094

Total assets 61,416 15,032 3,659 148,896 45,338 274,341

First Quarter 2025

External revenues $ 20,997 $ 1,242 $ 15,181 $ 3,237 $ 2 $ 40,659

Intersegment revenues (a) 33,624 207 — — — — — — ( 33,831 ) —

Intersegment revenues (b) 10,605 116 — — ( 10,721 ) —

Total revenues $ 31,602 $ 1,358 $ 15,181 $ 3,237 $ ( 10,719 ) $ 40,659

Income/(loss) before income taxes $ 3,703 $ ( 3,687 ) $ 7,386 $ ( 32 ) $ 1,213 $ ( 513 ) $ ( 820 ) $ ( 2,331 ) (f) $ — $ 4,919

Other segment items (c) 31,506 2,207 13,872 2,657

Segment EBIT/EBT $ 96 $ ( 849 ) $ 1,309 $ 580 $ 1,136

Reconciliation of Segment EBIT/EBT

Unallocated amounts:

Corporate Other ( 117 )

Interest on debt (excludes $ 1,790 of Ford Credit interest on debt)

Special items (f) ( 110 )

Income/(Loss) before income taxes $ 621

Other Segment Disclosures

Depreciation and tooling amortization $ 729 $ 138 $ 348 $ 618 $ 15 $ 1,848

Investment-related interest income 48 1 15 91 196 351

Equity in net income/(loss) of affiliated companies 62 ( 20 ) 40 10 2 94

(a) Intersegment revenues only reflect finished vehicle transactions between Ford Blue, Ford Model e, and Ford Pro where there is an intersegment markup and are recognized at the time of the intersegment transaction.

(b) Primarily reflects restructuring actions, mark-to-market adjustments for our global pension and OPEB plans, and an accrual for the Transit Connect customs matter (relating to certain Transit Connect vehicles produced between 2009 and 2013).

(d) Primarily reflects a write-down of certain product-specific assets of $ 391 million and other expenses of $ 588 million related to the cancellation of a previously planned all-electric three-row SUV program, all of which was recorded in C ost of sales .

The remaining items consist of pension curtailment costs and remeasurement losses (primarily related to hourly buyouts in North America) and continued restructuring actions in Europe.

(e) Primarily reflects our share of charges from an equity method investment resulting from Ford’s ongoing restructuring actions in China.

(f) Includes a write-down of certain product-specific assets of $ 391 million and other expenses of $ 588 million related to the cancellation of a previously planned all-electric three-row SUV program, all of which was recorded in Cost of sales .

The amount also reflects restructuring actions in Europe, buyouts for hourly employees in North America, the extended duration of the Oakville Assembly Plant changeover, and pension curtailment and separation costs in North America and Europe.

Cash outflow for capital spending (e) 987 761 7 28 35 1,818

Total assets 62,772 16,181 3,664 154,183 47,739 284,539

(a) Unallocated amounts include Corporate Other (see above description of corporate expenses and corporate assets) and Special Items.

Eliminations include intersegment transactions occurring in the ordinary course of business.

(b) Intersegment revenues only reflect finished vehicle transactions between Ford Blue, Ford Model e, and Ford Pro where there is an intersegment markup and are recognized at the time of the intersegment transaction.

material costs (including commodities and components and purchased vehicles from partners), manufacturing costs (including hourly and salaried wages and fringe, and plant overhead such as utilities and taxes), warranty coverages and field service action costs (including estimated costs to repair, replace, or adjust parts on a vehicle that are defective in factory supplied materials or workmanship), freight and duty costs (including related to the receiving and shipping of components and vehicles), vehicle and software engineering and connectivity costs (including wages and fringe for personnel, prototype materials, testing, and outside services), spending-related costs (including depreciation and amortization of manufacturing and engineering assets, asset retirements, and operating leases), advertising and sales promotions costs (including costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows), and administrative, IT, and selling costs (primarily including wages and fringe for salaried personnel and purchased services).

Other segment items for the Ford Credit segment primarily consists of interest expense and depreciation.

(d) Primarily reflects restructuring actions in Europe, the extended duration of the EV program changeover at the Oakville Assembly Plant, and buyouts for hourly employees in North America.

(e) Ford Blue includes $ 223 million and $ 163 million of spending attributable to electric vehicles at shared manufacturing plants at March 31, 2024 and March 31, 2025, respectively.

Total electric vehicle spending, including Ford Blue and Ford Model e, was $ 1,198 million and $ 924 million at March 31, 2024 and March 31, 2025, respectively.

(f) Primarily reflects the cancellation of a previously planned all-electric three-row SUV program and continued ongoing restructuring actions in Europe.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RECENT DEVELOPMENTS

Trade Policy and Tariffs

To the extent governments in various regions implement or intensify barriers to trade, such as erecting tariff or non-tariff barriers, implementing export controls, or manipulating their currency to provide advantages to domestic companies, there can be a significant negative impact on manufacturers based in other markets.

Tariffs implemented to date in the United States and elsewhere have caused significant disruption, increased costs, and uncertainty in the automotive industry, including for Ford, other OEMs, suppliers, and dealers, as well as customers.

Moreover, tariffs implemented in the United States and elsewhere in the future may exacerbate these impacts.

Further, fragility in the supply chain exacerbated by tariffs and other industry concerns, such as China’s restriction on the export of rare earth minerals, increases the risk of production disruptions and may further increase costs.

Tariffs have affected and will continue to affect all OEMs, to various degrees.

In the first quarter of 2025, Ford’s costs related to tariffs implemented or increased in 2025 were about $200 million.

Although there is uncertainty regarding the application, scope, and duration of tariffs, those that have been implemented and any additional tariffs or other measures that are implemented in the United States and retaliatory tariffs or other measures or restrictions that are implemented by other governments and the potential related market impacts, should they be sustained for an extended period of time, would have a significant adverse effect, including both operationally and financially, on the overall automotive industry, Ford, and our supply chain in 2025 and potentially beyond.

For additional information regarding the impact and potential impact of trade policy and tariffs on our business, see the Outlook section on page 52 of this 10-Q Report and Item 1A.

Risk Factors in our 2024 Form 10-K Report as updated by Item 1A.

Risk Factors on page 65 of this 10-Q Report.

Electric Vehicle Market

Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which has led us, and may in the future lead us, to adjust our spending, production, and/or product launches to better match the pace of electric vehicle adoption.

As a result, we recorded about $1.1 billion of expenses in the third quarter of 2024 and may continue to incur expenses related to payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), inventory adjustments, or other matters.

The third quarter amount includes $979 million related to the cancellation of a previously announced all-electric three-row SUV program.

We may incur additional expenses and cash expenditures of up to about $900 million related to the cancellation, the majority of which we expect to record by the first half of 2025.

Further, significant unexpected changes in the EV demand environment have led, and may in the future lead, to incremental competitive pricing actions.

These market dynamics may continue to occur, which could have a substantial impact on our business.

In addition, slower-than-anticipated development of the electric vehicle market may impact our strategy to comply with regulatory standards, and, in some cases, we plan to utilize credits purchased from third parties to demonstrate regulatory compliance or we may need to modify our product offerings.

Risk Factors in our 2023 Form 10‑K Report and as updated by our subsequent filings with the SEC for a discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which has led us, and may in the future lead us, to adjust our investments, spending, production, and/or product or future technology launches to better match the pace of electric vehicle adoption.

Further, significant unexpected changes in the EV demand environment have led, and may in the future lead, to incremental competitive pricing actions, and we may continue to incur expenses related to payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), asset write-downs, or other matters.

These market dynamics may continue to occur, which could have a substantial impact on our business, including our investments in supply and production capacity.

In addition, policy change in the United States could reduce or eliminate supply- and demand-side incentives, resulting in slower adoption of EVs.

Further, the pace of EV adoption and slower-than-anticipated development of the EV market may impact our strategy to comply with regulatory standards.

If consumers do not purchase our EVs and other highly fuel-efficient vehicles in sufficient numbers, it may be difficult for Ford to meet applicable environmental standards and may force us to take various product-led actions (e.g., curtailing the production and sale of certain internal combustion vehicles) that could have substantial adverse effects on our sales volume and operations.

In some cases, we plan to utilize credits purchased from third parties to demonstrate regulatory compliance.

Risk Factors in our 2024 Form 10-K Report for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

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

RESULTS OF OPERATIONS

In the third quarter of 2024, the net income attributable to Ford Motor Company was $892 million, and Company adjusted EBIT was $2,550 million.

In the first quarter of 2025, the net income attributable to Ford Motor Company was $471 million, and Company adjusted EBIT was $1,019 million.

Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT.

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Our pre-tax and tax special items were as follows (in millions):

Third Quarter First Nine Months

2023 2024 2023 2024

First Quarter

Restructuring (by Geography)

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North America Hourly Buyouts (260) —

China (126) — (881) —

Other 33 — (114) —

Subtotal Restructuring $ (581) $ (32)

EV program cancellation $ — $ (64)

Transit Connect customs matter (96) — (396) —

Extended Oakville Assembly Plant Changeover (291) —

EV program dispute — 19 — 19

Other (including gains/(losses) on investments) (8) (3) (184) 6

Subtotal Other Items $ (289) $ (64)

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(a) Includes related tax effect on special items and tax special items.

We recorded $1.4 billion of pre-tax special item charges in the third quarter of 2024, primarily reflecting a write-down of certain product-specific assets and other expenses related to the cancellation of a previously planned all-electric three-row SUV program, pension curtailment costs and remeasurement losses (primarily related to hourly buyouts in North America), and continued restructuring actions in Europe.

We recorded $110 million of pre-tax special item charges in the first quarter of 2025, primarily reflecting expenses related to the cancellation of a previously planned all-electric three-row SUV program and continued ongoing restructuring actions in Europe.

In Note 19 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments.

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COMPANY KEY METRICS

The table below shows our third quarter and first nine months 2024 key metrics for the Company, compared to a year ago.

Third Quarter First Nine Months

2023 2024 H / (L) 2023 2024 H / (L)

The table below shows our first quarter 2025 key metrics for the Company, compared to a year ago.

First Quarter

2024 2025 H / (L)

GAAP Financial Measures

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Net Income/(Loss) ($M) 1,332 471 $ (861)

Net Income/(Loss) Margin (%) 2.7 % 1.9 % (0.8) ppts 3.7 % 3.0 % (0.8) ppts

Net Income/(Loss) Margin (%) 3.1 % 1.2 % (2.0) ppts

EPS (Diluted) $ 0.33 $ 0.12 $ (0.21)

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EBIT ($M) 2,763 1,019 (1,744)

EBIT Margin (%) 5.0 % 5.5 % 0.5 ppts 7.2 % 5.9 % (1.3) ppts

EBIT Margin (%) 6.5 % 2.5 % (4.0) ppts

Adjusted EPS (Diluted) $ 0.49 $ 0.14 $ (0.35)

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(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

In the third quarter of 2024, our diluted earnings per share of Common and Class B Stock was $0.22, and our diluted adjusted earnings per share was $0.49.

Net income/(loss) margin was 1.9% in the third quarter of 2024, down 0.8 percentage points from a year ago.

Company adjusted EBIT margin was 5.5% in the third quarter of 2024, up 0.5 percentage points from a year ago.

The table below shows our third quarter and first nine months 2024 net income/(loss) attributable to Ford and Company adjusted EBIT by segment.

Third Quarter First Nine Months

2023 2024 H / (L) 2023 2024 H / (L)

In the first quarter of 2025, our diluted earnings per share of Common and Class B Stock was $0.12, and our diluted adjusted earnings per share was $0.14.

Net income/(loss) margin was 1.2% in the first quarter of 2025, down 2.0 percentage points from a year ago.

Company adjusted EBIT margin was 2.5% in the first quarter of 2025, down 4.0 percentage points from a year ago.

The table below shows the details of our first quarter 2025 net income/(loss) attributable to Ford and Company adjusted EBIT (in millions).

First Quarter

2024 2025 H / (L)

Ford Blue $ 901 $ 96 $ (805)

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Ford Pro 3,006 1,309 (1,697)

Ford Next (17) (10) 7 (87) (32) 55

Ford Credit 326 580 254

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(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

The year-over-year decrease of $307 million in net income was primarily driven by the three-row SUV EV program cancellation special item, offset partially by higher Company adjusted EBIT and lower tax expense.

The year-over-year increase of $352 million in Company adjusted EBIT was driven by higher Ford Credit and Ford Pro EBIT and a lower Ford Model e EBIT loss, offset partially by lower Ford Blue EBIT.

The year-over-year decrease of $861 million in net income and $1,744 million in Company adjusted EBIT in the first quarter of 2025 was driven by lower Ford Pro and Ford Blue EBIT, offset partially by a reduced Model e EBIT loss and higher Ford Credit EBT.

The decrease in net income was also offset partially by lower special item charges, including lower year-over-year restructuring related charges and the non-recurrence of charges related to an extended EV program changeover at the Oakville Assembly Plant.

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

The tables below and on the following pages provide third quarter and first nine months 2024 key metrics and the change in third quarter 2024 EBIT compared with third quarter 2023 by causal factor for each of our Ford Blue, Ford Model e, and Ford Pro segments.

The tables below and on the following pages provide first quarter 2025 key metrics and the change in first quarter 2025 EBIT compared with first quarter 2024 by causal factor for each of our Ford Blue, Ford Model e, and Ford Pro segments.

For a description of these causal factors, see Definitions and Information Regarding Ford Blue, Ford Model e, Ford Pro Causal Factors.

Ford Blue Segment

Third Quarter First Nine Months

Key Metrics 2023 2024 H / (L) 2023 2024 H / (L)

First Quarter

Key Metrics 2024 2025 H / (L)

Wholesale Units (000) (a) 626 588 (38)

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EBIT ($M) 901 96 (805)

EBIT Margin (%) 6.7 % 6.2 % (0.5) ppts 8.8 % 5.0 % (3.8) ppts

EBIT Margin (%) 4.1 % 0.5 % (3.7) ppts

(a) Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China by our unconsolidated affiliates (about 101,000 units in Q1 2024 and 91,000 units in Q1 2025).

Change in EBIT by Causal Factor (in millions)

Third Quarter 2023 EBIT

First Quarter 2024 EBIT

Volume / Mix (622)

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Exchange (286)

Third Quarter 2024 EBIT

In the third quarter of 2024, Ford Blue’s wholesales decreased 2% from a year ago, driven primarily by the end of production of the Edge in North America and fewer vehicles produced and sold in China by our unconsolidated affiliates, offset partially by higher Bronco and F-150 wholesales.

Third quarter 2024 revenue increased 3%, driven primarily by higher wholesales excluding our unconsolidated affiliates in China, offset partially by unfavorable exchange.

Ford Blue’s third quarter 2024 EBIT was $1.6 billion, a decrease of $91 million from a year ago, with an EBIT margin of 6.2%.

The lower EBIT was primarily driven by unfavorable exchange and higher manufacturing cost, offset partially by lower warranty costs and higher net pricing.

First Quarter 2025 EBIT

In the first quarter of 2025, Ford Blue’s wholesales decreased 6% from a year ago, primarily reflecting the end of production of the Edge in North America, lower production of the Bronco and Ranger due to planned plant down weeks, and a planned reduction in dealer stocks resulting in lower wholesales across multiple nameplates.

Higher F-150 wholesales were a partial offset, as the first quarter of 2024 included lower wholesales due to the launch of a new model.

First quarter 2025 revenue decreased 3%, driven primarily by lower wholesales and unfavorable exchange, offset partially by favorable mix and pricing.

Ford Blue’s first quarter 2025 EBIT was $96 million, a decrease of $805 million from a year ago, with an EBIT margin of 0.5%.

The lower EBIT primarily reflects lower volume driven by planned production downtime and dealer stock reductions, adverse exchange, and tariff-related costs (primarily on parts).

Favorable net pricing was a partial offset.

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

Ford Model e Segment

Third Quarter First Nine Months

Key Metrics 2023 2024 H / (L) 2023 2024 H / (L)

First Quarter

Key Metrics 2024 2025 H / (L)

Wholesale Units (000) 10 31 21

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EBIT ($M) (1,327) (849) 478

EBIT Margin (%) (75.6) % (104.4) % (28.8) ppts (72.8) % (151.3) % (78.5) ppts

EBIT Margin (%) (1,139.7) % (68.4) % 1,071.4 ppts

Change in EBIT by Causal Factor (in millions)

Third Quarter 2023 EBIT

First Quarter 2024 EBIT

Volume / Mix 67

Net Pricing 256

Third Quarter 2024 EBIT

In the third quarter of 2024, Ford Model e’s wholesales decreased 11% from a year ago to 32,000 units due to competitive market conditions.

Third quarter 2024 revenue decreased 33%, reflecting a more competitive EV demand environment (including new entrants to the market), which resulted in lower net pricing and lower wholesales.

Ford Model e’s third quarter 2024 EBIT loss was $1.2 billion, a $105 million improvement from a year ago, with an EBIT margin of negative 104.4%.

The improved EBIT was primarily driven by lower costs (including lower battery-related raw material costs as well as other material costs and lower warranty), offset partially by unfavorable net pricing.

First Quarter 2025 EBIT

In the first quarter of 2025, Ford Model e’s wholesales increased significantly from a year ago, primarily due to the launch of EV products in Europe, including the Explorer, Capri, and Puma, and higher F-150 Lightning wholesales in North America.

First quarter 2025 revenue increased to $1.2 billion, reflecting higher wholesales and favorable net pricing driven by the non-recurrence of EV price adjustments on units in dealer stock in the first quarter of 2024.

Ford Model e’s first quarter 2025 EBIT loss was $849 million, a $478 million improvement from a year ago, with an EBIT margin of negative 68.4%.

The improved EBIT was primarily driven by favorable net pricing and lower material costs.

Ford Pro Segment

Third Quarter First Nine Months

Key Metrics 2023 2024 H / (L) 2023 2024 H / (L)

First Quarter

Key Metrics 2024 2025 H / (L)

Wholesale Units (000) (a) 409 352 (57)

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EBIT ($M) 3,006 1,309 (1,697)

EBIT Margin (%) 12.0 % 11.6 % (0.4) ppts 12.7 % 14.6 % 1.9 ppts

EBIT Margin (%) 16.7 % 8.6 % (8.1) ppts

(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate Ford Otosan in Türkiye (about 18,000 units in Q1 2024 and 20,000 units in Q1 2025).

Change in EBIT by Causal Factor (in millions)

Third Quarter 2023 EBIT

First Quarter 2024 EBIT

Volume / Mix (1,127)

Net Pricing (278)

Third Quarter 2024 EBIT

In the third quarter of 2024, Ford Pro’s wholesales increased 9% from a year ago more than explained by higher sales of the Transit family of vehicles and Super Duty.

Third quarter 2024 revenue increased 13%, reflecting higher wholesales, favorable mix, and higher net pricing driven by continued strong demand for certain core Ford Pro products.

Ford Pro’s third quarter 2024 EBIT was $1.8 billion, an increase of $160 million from a year ago, with an EBIT margin of 11.6%.

The EBIT improvement was driven by favorable market factors, offset partially by higher warranty costs and growth-related structural costs.

Exchange (10)

First Quarter 2025 EBIT

In the first quarter of 2025, Ford Pro’s wholesales decreased 14% from a year ago, driven by planned downtime at the Kentucky Truck Plant for the Expedition and Navigator launch, which also impacted Super Duty production, planned downtime at the Kansas City Assembly Plant for facility improvements that impacted Transit production, as well as the end of production of the Edge in North America for fleet customers (including daily rental).

First quarter 2025 revenue decreased 16%, reflecting lower wholesales and moderated pricing across fleets, including daily rental.

Ford Pro’s first quarter 2025 EBIT was $1.3 billion, a decrease of $1.7 billion from a year ago, with an EBIT margin of 8.6%.

The EBIT deterioration was driven by lower volume and mix, unfavorable fleet pricing (including daily rental), and tariff-related costs (primarily on parts).

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

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dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging

• Other – includes a variety of items, such as parts and services earnings, royalties, government incentives, and compensation-related changes

• Other – includes a variety of items, such as parts and services earnings, royalties, government incentives, compensation-related changes, and regulatory compliance expenses

In addition, definitions and calculations used in this report include:

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

Ford Next Segment

The Ford Next segment primarily includes expenses and investments for emerging business initiatives aimed at creating value for Ford in vehicle-adjacent market segments.

Ford Next’s third quarter 2024 EBIT loss was $10 million, a $7 million improvement from a year ago.

Ford Credit Segment

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The foregoing information regarding Ford Credit’s website and its content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.

The tables below provide third quarter and first nine months 2024 key metrics and the change in third quarter 2024 EBT compared with third quarter 2023 by causal factor for the Ford Credit segment.

The tables below provide first quarter 2025 key metrics and the change in first quarter 2025 EBT compared with first quarter 2024 by causal factor for the Ford Credit segment.

For a description of these causal factors, see Definitions and Information Regarding Ford Credit Causal Factors.

Third Quarter First Nine Months

Key Metrics 2023 2024 H / (L) 2023 2024 H / (L)

First Quarter

Key Metrics 2024 2025 H / (L)

Total Net Receivables ($B) $ 135.5 $ 141.6 $ 6.1

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EBT ($M) 326 580 $ 254

ROE (%) 7.8 % 14.1 % 6.3 ppts 8.4 % 9.6 % 1.2 ppts

ROE (%) 7.0 % 12.3 % 5.3 ppts

Other Balance Sheet Metrics

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retail financing only.

36-month off-lease third quarter auction values at Q3 2024 mix and YTD amounts at YTD 2024 mix.

portfolio off-lease first quarter auction values at Q1 2025 mix.

Change in EBT by Causal Factor (in millions)

Third Quarter 2023 EBT

First Quarter 2024 EBT

Volume / Mix 55

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Lease Residual (11)

Third Quarter 2024 EBT

Ford Credit’s total net receivables of $142.2 billion were 13% higher than a year ago, explained primarily by higher consumer and non-consumer financing and a larger lease portfolio.

The third quarter 2024 U.S.

loss-to-receivables (“LTR”) ratio of 57 basis points increased from a year ago, reflecting increased loss severity and higher repossessions.

auction values in the third quarter of 2024 were lower year over year.

Ford Credit’s third quarter 2024 EBT of $544 million was $186 million higher than a year ago, explained primarily by higher financing margin and higher receivables, offset partially by lower expected auction values and higher return rates on existing operating leases.

Exchange (10)

First Quarter 2025 EBT

Ford Credit’s total net receivables of $141.6 billion were 5% higher than a year ago, reflecting higher consumer financing, a larger operating lease portfolio, and higher non-consumer financing, offset partially by exchange.

The first quarter 2025 U.S.

loss-to-receivables (“LTR”) ratio of 63 basis points increased from a year ago, reflecting higher repossessions and increased loss severity.

auction values increased 3% year over year, reflecting low industrywide used vehicle availability;

tariffs and economic outlook create uncertainty for used vehicle pricing.

Ford Credit’s first quarter 2025 EBT of $580 million was $254 million higher than a year ago, explained primarily by higher financing margin, favorable volume and mix, and a favorable derivative market valuation adjustment (included in Other), offset partially by higher credit losses.

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

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Corporate Other

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending.

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities, and foreign exchange derivatives gains and losses associated with intercompany lending.

Corporate governance expenses are primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments.

These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests.

In the third quarter of 2024, Corporate Other had a $201 million EBIT loss, compared to a $186 million EBIT loss a year ago.

In the first quarter of 2025, Corporate Other had a $117 million EBIT loss, compared to a $143 million EBIT loss a year ago.

Interest on Debt

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $272 million in the third quarter of 2024, $52 million lower than a year ago.

Our Provision for/(Benefit from) income taxes for the third quarter and first nine months of 2024 was a benefit of $27 million and a provision of $856 million, respectively, resulting in effective tax rates of negative 3.1% and 17.4%, respectively.

During the third quarter of 2024, we recognized tax benefits from a change in our full-year forecast of tax expense, including benefits related to the write-down of certain product-specific manufacturing and vendor tooling assets classified as a special item.

Our third quarter and first nine months of 2024 adjusted effective tax rates, which exclude special items, were 13.9% and 19.2%, respectively.

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $288 million in the first quarter of 2025, $10 million higher than a year ago.

Our Provision for/(Benefit from) income taxes for the first quarter of 2025 was $148 million, resulting in an effective tax rate of 23.8%.

Our first quarter 2025 adjusted effective tax rate, which excludes special items, was 24.2%.

During the second quarter of 2025, we anticipate recognizing a non-cash charge to deferred tax assets of about $450 million associated with resolving transfer pricing matters in certain non-U.S.

We expect the charge to be treated as a tax special item.

We regularly review our organizational structure and income tax elections for affiliates in non-U.S.

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LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2024, total balance sheet cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $37.2 billion.

At March 31, 2025, total balance sheet cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $35.4 billion.

We consider our key balance sheet metrics to be:

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Company excluding Ford Credit

2023 September 30,

2024 March 31,

Balance Sheets ($B)

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Liquidity 46.7 45.3

Debt (19.9) (20.6)

Cash Net of Debt 8.9 7.3

Debt (excluding finance leases) (19.9) (20.1)

Cash Net of Debt (excluding finance leases) 8.7 7.0

Pension Funded Status ($B) (a)

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Total Funded Status OPEB $ (4.4) $ (4.4)

(a) Balances at September 30, 2024 reflect net funded status at December 31, 2023, updated for:

(a) Balances at March 31, 2025 reflect net funded status at December 31, 2024, updated for:

service and interest cost;

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Our key priority is to maintain a strong balance sheet to withstand potential stress scenarios, while having resources available to invest in and grow our business.

At September 30, 2024, we had Company cash of $27.9 billion and liquidity of $46.1 billion.

At September 30, 2024, about 84% of Company cash was held by consolidated entities domiciled in the United States.

At March 31, 2025, we had Company cash of $27.1 billion and liquidity of $45.3 billion.

At March 31, 2025, about 84% of Company cash was held by consolidated entities domiciled in the United States.

To be prepared for an economic downturn and other stress scenarios, we target an ongoing Company cash balance at or above $20 billion plus significant additional liquidity above our Company cash target.

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• Payments for warranty and field service actions (for additional information, see Note 18 of the Notes to the Financial Statements herein)

• Debt repayments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 19 of the Notes the Financial Statements in our 2023 Form 10-K Report)

• Discretionary and mandatory payments to our global pension plans (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2023 Form 10-K Report, the “Changes in Company Cash” section below, and Note 11 of the Notes to the Financial Statements herein)

• Debt repayments including finance lease payments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 18 of the Notes the Financial Statements in our 2024 Form 10-K Report)

• Discretionary and mandatory payments to our global pension plans (for additional information, see the “Liquidity and Capital Resources - Total Company” section in Item 7 of our 2024 Form 10-K Report, the “Changes in Company Cash” section below, and Note 11 of the Notes to the Financial Statements herein)

• Employee wages, benefits, and incentives

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Operating items include:

Company adjusted EBIT excluding Ford Credit EBT, capital spending, depreciation and tooling amortization, changes in working capital, Ford Credit distributions, interest on debt, cash taxes, and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows).

Company adjusted EBIT excluding Ford Credit EBT;

capital spending;

depreciation and tooling amortization;

changes in working capital;

Ford Credit distributions;

interest on debt;

and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows).

Non-operating items include:

restructuring costs, changes in Company debt excluding Ford Credit, contributions to funded pension plans, shareholder distributions, and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford Credit).

restructuring costs;

changes in Company debt excluding Ford Credit and finance lease payments;

finance lease payments;

contributions to funded pension plans;

shareholder distributions;

and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford Credit).

With respect to “Changes in working capital,” in general, the Company excluding Ford Credit carries relatively low trade receivables compared with our trade payables because the majority of our wholesales are financed (primarily by Ford Credit) immediately upon the sale of vehicles to dealers, which generally occurs shortly after being produced.

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The net impact of this typically results in cash outflows from changes in our working capital balances during these shutdown periods.

Our finished product inventory at September 30, 2024 was higher than at December 31, 2023, reflecting higher in-plant and in-transit inventory, partially driven by new vehicle launches.

Our finished product inventory at March 31, 2025 was higher than at December 31, 2024, reflecting higher in-transit and in-plant inventory.

In response to, or in anticipation of, supplier disruptions, we may stockpile certain components or raw materials to help prevent disruption in our production of vehicles.

Such actions could have a short-term adverse impact on our cash and increase our inventory.

Moreover, in order to secure critical materials for production of electric vehicles, we have entered into and we may, in the future, enter into offtake agreements with raw material suppliers and make investments in certain raw material and battery suppliers, including contributing up to a maximum of $6.6 billion in capital to BlueOval SK, LLC over a five-year period ending in 2026.

As of March 31, 2025, we have recognized contributions (net of returns of capital) to BOSK of $2.4 billion (for additional information, see Note 17 of the Notes to the Financial Statements herein).

Our actual capital outlay could vary significantly based on the final project costs and potential financing opportunities.

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The terms of the offtake agreements we have entered into, and those we may enter into in the future, vary by transaction, though they generally obligate us to purchase a certain percentage or minimum amount of output produced by the counterparty over an agreed upon period of time.

The purchase price mechanism included in the offtake agreement is typically based on the market price of the material at the time of delivery.

The purchase price mechanisms included in the offtake agreements are typically based on the market price of the material at the time of delivery.

The terms may also include conditions to our obligation to purchase the materials, such as quality or minimum output.

Subject to satisfaction of those conditions, we will be obligated to purchase the materials or otherwise compensate the supplier in an amount determined by the contract.

As of September 30, 2024, our estimated expenditures for the maximum quantity that we are committed to purchase under these offtake agreements through 2035, subject to certain conditions, consist of approximately $3.4 billion of purchase obligations and approximately $4.9 billion of contingent purchase obligations based on our present forecast;

however, our forecast could fluctuate from period to period based on market prices, which could result in significant increases or decreases in our estimate.

As of March 31, 2025, our estimated expenditures for the maximum quantity that we are committed to purchase under these offtake agreements through 2035, subject to certain conditions, consist of approximately $2.3 billion of purchase obligations and approximately $4.3 billion of contingent purchase obligations based on our present forecast;

however, our forecast could fluctuate from period to period based on market prices, which may result in significant increases or decreases in our estimate.

The actual price paid for these materials will be recorded on our balance sheet at the time of purchase.

In the event that we do not expect to consume all of the materials we are obligated to purchase pursuant to the terms of these agreements, we may sell the excess materials to a replacement purchaser or back to the supplier.

In the event that we do not expect to consume all of the materials we are obligated to purchase pursuant to the terms of these agreements, we may sell the excess materials back to the supplier or another party.

The resale price may or may not be the same as the original purchase price, depending on then-current market conditions and negotiated terms.

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

As market conditions dictate, we have and may in the future enter into additional offtake agreements with raw material suppliers or renegotiate existing agreements.

As market conditions dictate, we have entered, and may in the future enter, into additional offtake agreements with raw material suppliers or renegotiate existing agreements.

In addition, as mentioned above, we may seek to resell excess materials.

Based on the offtake agreements we have entered into thus far, the earliest date by which we could be obligated to purchase any output, subject to satisfaction of the applicable conditions, will be in the first half of 2025.

Risk Factors in our 2024 Form 10-K Report and as updated by our subsequent filings with the SEC for a discussion of the risks related to our offtake agreements and other long-term purchase contracts.

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We have no economic interest in a supplier’s decision to participate in the SCF program, and we do not provide any guarantees in connection with it.

As of September 30, 2024, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $211 million.

The amount settled through the SCF program during the first nine months of 2024 was $1.1 billion.

As of March 31, 2025, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $176 million.

The amount settled through the SCF program during the first quarter of 2025 was $301 million.

Changes in Company cash excluding Ford Credit are summarized below (in billions):

Third Quarter First Nine Months

2023 2024 2023 2024

First Quarter

Company Excluding Ford Credit

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Restructuring $ (0.2) $ (0.1)

Changes in debt — (0.1) (0.2) 0.3

Changes in debt excluding finance lease payments 0.2 0.1

Finance lease payments — —

Funded pension contributions (0.5) (0.2)

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Numbers may not sum due to rounding.

Our third quarter 2024 Net cash provided by/(used in) operating activities was positive $5.5 billion, $0.9 billion higher than a year ago (see page 61 for additional information).

The increase reflects higher working capital, offset partially by lower Ford Credit operating cash flow and lower net income.

Company adjusted free cash flow was $3.2 billion, $2.0 billion higher than a year ago, primarily driven by working capital changes, adjusted EBIT improvement, and Ford Credit distributions, offset partially by all other and timing differences.

Capital spending was $2.0 billion in the third quarter of 2024, a decrease of $0.2 billion from a year ago.

We now expect full year 2024 capital spending to be in the range of $8 billion to $8.5 billion.

Our first quarter 2025 Net cash provided by/(used in) operating activities was positive $3.7 billion, $2.3 billion higher than a year ago (see page 58 for additional information).

The increase reflects higher Ford Credit operating cash flows and working capital changes, offset partially by lower net income.

Company adjusted free cash flow was negative $1.5 billion, $1.0 billion lower than a year ago, primarily driven by lower Company adjusted EBIT excluding Ford Credit, offset partially by working capital changes, lower cash taxes and capital spending, and higher Ford Credit distributions.

Capital spending was $1.8 billion in the first quarter of 2025, a decrease of $0.3 billion from a year ago.

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

Third quarter 2024 working capital impact was $0.8 billion, driven by higher trade payables, partially offset by higher inventory, each compared to June 30, 2024.

All other and timing differences were positive $1.4 billion.

First quarter 2025 working capital impact was negative $0.6 billion, driven by higher inventory and receivables, offset partially by higher trade payables, each compared to December 31, 2024.

All other and timing differences were negative $0.6 billion.

Timing differences include differences between accrual-based EBIT and the associated cash flows (e.g., marketing incentive and warranty payments to dealers, JV equity income, compensation payments, and pension and OPEB income or expense).

Cash outflows related to our warranty accruals are expected to occur over several years.

In the third quarter and first nine months of 2024, we contributed $334 million and $967 million, respectively, to our global funded pension plans.

We continue to expect to contribute about $1 billion to our global funded pension plans in 2024.

Shareholder distributions (including cash dividends and anti-dilutive share repurchases) were $0.6 billion in the third quarter of 2024 and $2.8 billion for the first nine months of 2024.

In the first quarter of 2025, we contributed $234 million to our global funded pension plans.

We continue to expect to contribute about $800 million to our global funded pension plans in 2025.

Shareholder distributions were $1.2 billion in the first quarter of 2025, all of which was attributable to our regular and supplemental dividends.

Available Credit Lines .

Total Company committed credit lines, excluding Ford Credit, at September 30, 2024 were $20.2 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, $2.5 billion of our 364-day revolving credit facility, and $2.2 billion of local credit facilities.

At September 30, 2024, $1.8 billion of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates, and the full amount under each of our corporate, supplemental, and 364-day credit facilities was available.

Lenders under our corporate credit facility have $25 million of commitments maturing on April 26, 2026, $3.4 billion of commitments maturing on April 22, 2027, $0.1 billion of commitments maturing on April 26, 2028, and $10.0 billion of commitments maturing on April 20, 2029.

Lenders under our supplemental revolving credit facility have $2.0 billion of commitments maturing on April 22, 2027.

Lenders under our 364-day revolving credit facility have $2.5 billion of commitments maturing on April 21, 2025.

Total Company committed credit lines, excluding Ford Credit, at March 31, 2025 were $20.1 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, $2.5 billion of our 364-day revolving credit facility, and $2.1 billion of local credit facilities.

At March 31, 2025, $1.8 billion of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates, and the full amount under each of our corporate, supplemental, and 364-day credit facilities was available.

Our corporate, supplemental, and 364-day revolving credit facilities were amended as of April 17, 2025 to extend the maturity dates of the commitments under each facility.

Following the corporate credit facility amendment, $3.4 billion of commitments mature on April 17, 2028 and $10.1 billion of commitments mature on April 17, 2030.

Following the supplemental revolving credit facility amendment, $2.0 billion of commitments mature on April 17, 2028.

Following the 364-day revolving credit facility amendment, $2.5 billion of commitments mature on April 16, 2026.

The corporate, supplemental, and 364-day credit agreements include certain sustainability-linked targets, pursuant to which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified targets related to global manufacturing facility greenhouse gas emissions, carbon-free electricity consumption, and Ford Europe CO 2 tailpipe emissions.

Prior to 2024, the specified targets related to global manufacturing facility greenhouse gas emissions, renewable electricity consumption, and Ford Europe CO 2 tailpipe emissions;

Ford outperformed all three of these sustainability-linked metrics in 2023.

The corporate credit facility is unsecured and free of material adverse change conditions to borrowing, restrictive financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and minimum net worth requirements), and credit rating triggers that could limit our ability to obtain funding or trigger early repayment.

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Ford Credit has been designated as a subsidiary borrower under the corporate credit facility and the 364-day revolving credit facility.

As shown in Note 12 of the Notes to the Financial Statements, at September 30, 2024, Company debt excluding Ford Credit was $20.6 billion.

As shown in Note 12 of the Notes to the Financial Statements, at March 31, 2025, Company debt excluding Ford Credit was $20.9 billion (including $0.8 billion of finance leases).

This balance is $0.3 billion higher than at December 31, 2024.

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Ford Credit remains well capitalized with a strong balance sheet and funding diversified across platforms and markets.

Ford Credit ended the third quarter of 2024 with $29.6 billion of liquidity, up $3.9 billion from year-end.

Ford Credit continues to have robust access to capital markets, completing $29 billion of public term issuances through October 25, 2024.

Ford Credit ended the first quarter of 2025 with $29.5 billion of liquidity, up $4.3 billion from year-end.

Ford Credit completed $11 billion of public term issuances through May 2, 2025.

Key elements of Ford Credit’s funding strategy include:

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The following table shows funding for Ford Credit’s net receivables (in billions):

September 30,

2024 December 31,

2023 September 30,

2024 March 31,

Funding Structure

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Securitized Funding as Percent of Total Debt 42.5 % 43.8 % 39.3 %

Net receivables of $142.2 billion at September 30, 2024 were funded primarily with term unsecured debt and term asset-backed securities.

Securitized funding as a percent of total debt was 41.2% as of September 30, 2024.

Net receivables of $141.6 billion at March 31, 2025 were funded primarily with term unsecured debt and term asset-backed securities.

Securitized funding as a percent of total debt was 39.3% as of March 31, 2025, down from 43.8% at December 31, 2024.

Public Term Funding Plan.

The following table shows Ford Credit’s issuances for full year 2022 and 2023, planned issuances for full year 2024, and its global public term funding issuances through October 25, 2024, excluding short-term funding programs (in billions):

The following table shows Ford Credit’s issuances for full year 2023 and 2024, planned issuances for full year 2025, and its global public term funding issuances through May 2, 2025, excluding short-term funding programs (in billions):

Forecast Through

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The following table shows Ford Credit’s liquidity sources and utilization (in billions):

September 30,

2024 December 31,

2023 September 30,

2024 March 31,

Liquidity Sources (a)

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Ford Credit’s net liquidity available for use will fluctuate quarterly based on factors including near-term debt maturities, receivable growth and decline, and timing of funding transactions.

At September 30, 2024, Ford Credit’s net liquidity available for use was $29.6 billion, $3.9 billion higher than year-end 2023, primarily reflecting strong access to public funding markets resulting in lower utilization of committed asset-backed facilities.

At September 30, 2024, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and unsecured credit facilities, totaled $55.0 billion, down $1.2 billion from year-end 2023, primarily explained by lower cash due to higher receivables.

At March 31, 2025, Ford Credit’s net liquidity available for use was $29.5 billion, $4.3 billion higher than year-end 2024, reflecting strong public market execution in the first quarter.

At March 31, 2025, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and committed unsecured credit facilities, totaled $52.2 billion, down $1.7 billion from year-end 2024, primarily explained by lower cash.

Material Cash Requirements.

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The table below shows the calculation of Ford Credit’s financial statement leverage (in billions):

September 30,

2024 December 31,

2023 September 30,

2024 March 31,

Leverage Calculation

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Ford Credit plans its leverage by considering market conditions and the risk characteristics of its business.

At September 30, 2024, Ford Credit’s financial statement leverage was 9.7:1.

At March 31, 2025, Ford Credit’s financial statement leverage was 9.5:1.

Ford Credit targets financial statement leverage in the range of 9:1 to 10:1.

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Pension Plans - Funded Balances.

As of September 30, 2024, our total Company pension underfunded status reported on our consolidated balance sheets was $1.3 billion and reflects the net funded status at December 31, 2023, updated for:

As of March 31, 2025, our total Company pension underfunded status reported on our consolidated balance sheets was $219 million and reflects the net funded status at December 31, 2024, updated for:

service and interest cost;

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Four Quarters Ending

September 30,

2023 September 30,

2024 March 31,

Adjusted Net Operating Profit/(Loss) After Cash Tax

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Each rating agency may have different criteria for evaluating company risk and, therefore, ratings should be evaluated independently for each rating agency.

There have been no rating actions taken by these NRSROs since the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

The following rating actions were taken by these NRSROs since the filing of our 2024 Form 10-K Report:

• On February 6, 2025, S&P affirmed the credit ratings for Ford and Ford Credit at BBB- and revised the outlook to negative from stable.

The following table summarizes certain of the credit ratings and outlook presently assigned by these four NRSROs:

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Moody’s N/A Ba1 Stable Ba1 NP Stable Baa3

S&P BBB- BBB- Stable BBB- A-3 Stable BBB-

S&P BBB- BBB- Negative BBB- A-3 Negative BBB-

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

We provided 2024 Company guidance in our earnings release furnished on Form 8-K dated October 28, 2024.

The guidance is based on our expectations as of October 28, 2024, and assumes no material change to our current assumptions for inflation, logistics issues, production, or macroeconomic conditions.

Our actual results could differ materially from our guidance due to risks, uncertainties, and other factors, including those set forth in “Risk Factors” in Item 1A of our 2023 Form 10-K Report and as updated by our subsequent filings with the SEC.

2024 Guidance

Total Company

Adjusted EBIT (a) About $10 billion

Adjusted Free Cash Flow (a) $7.5 - $8.5 billion

Capital spending $8 - $8.5 billion

EBT About $1.6 billion

(a) When we provide guidance for Adjusted EBIT and Adjusted Free Cash Flow, we do not provide guidance for the most comparable GAAP measures because, as described in more detail below in “Non-GAAP Measures That Supplement GAAP Measures,” they include items that are difficult to predict with reasonable certainty.

For full-year 2024, we now expect adjusted EBIT of about $10 billion and adjusted free cash flow of $7.5 billion to $8.5 billion, including lower-than-planned volume in the second half of 2024 for Ford Pro and Ford Blue due to supplier disruptions.

On a segment basis, we now expect:

• Ford Pro EBIT of about $9 billion driven by continued growth and favorable mix as well as continued pricing strength on core products

• Ford Blue EBIT of about $5 billion, reflecting a balanced market equation and higher product, manufacturing, and warranty costs, offset partially by cost efficiencies

• Ford Model e EBIT loss of about $5 billion driven by continued pricing pressure and investments in new electric vehicles

• Ford Credit EBT of about $1.6 billion

Our outlook for 2024 assumes:

• Flat to modest U.S.

industry growth at 16 million to 16.5 million

• Full year of all-new Super Duty, which drives positive pricing and mix in Ford Pro

• Lower industry pricing

• $2 billion of cost reductions in material, freight, and manufacturing

Based on our current understanding and our expectation as of May 5, 2025 of how certain details and changes will be resolved related to tariffs, and subject to the uncertainties described in the succeeding paragraph, which could have a significant financial impact, we estimate a gross adverse adjusted EBIT impact of about $2.5 billion and a net adverse adjusted EBIT impact (reflecting expected offsetting actions) of about $1.5 billion for full-year 2025.

Given material near-term risks, especially the potential for industrywide supply chain disruption impacting production, the potential for future or increased tariffs in the United States, changes in the implementation of tariffs including tariff offsets, retaliatory tariffs and other restrictions by other governments and the potential related market impacts, and policy uncertainties associated with tax and emissions policy, we are suspending our full-year 2025 adjusted EBIT and adjusted free cash flow guidance.

In addition, we are suspending our guidance for Ford Blue, Ford Model e, and Ford Pro full-year 2025 segment EBIT and Ford Credit full-year 2025 EBT.

We are also suspending our guidance for full-year 2025 capital spending.

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-Q

Item 1. Financial Statements