What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2024-10-29 · 39 added, 57 removed, 219 unchanged (30% of the section changed)

3 unchanged sentences

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 long-term success depends on delivering the Ford+ plan, including improving cost and competitiveness;

• 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 and reduce the costs associated therewith could continue to have an adverse effect on our business;

• 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 timely acquire key components or raw materials can disrupt Ford’s production of vehicles;

• 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 may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, or business strategies or the benefits may take longer than expected to materialize;

• 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;

• Failure to develop and deploy secure digital services that appeal to customers and grow our subscription rates 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;

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

• 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;

• 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 Ford’s reputation may be harmed based on positions it takes or if it is unable to achieve the initiatives it has announced;

• Ford may face increased price competition for its products and services, including pricing pressure resulting from industry excess capacity, currency fluctuations, competitive actions, or economic 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;

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

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

• 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;

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• 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 and Ford Credit could be affected by the continued development of more stringent privacy, data use, data protection, data access, 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.

2 unchanged sentences

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.

Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake, and expressly disclaim to the extent permitted by law, 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” in our 2023 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

Risk Factors in this Quarterly Report on Form 10-Q as well as our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

13 unchanged sentences

∘ 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

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

Third Quarter First Nine Months

2023 2024 2023 2024

First Quarter

Net income/(loss) attributable to Ford (GAAP) $ 1,332 $ 471

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Adjusted EBIT margin (Non-GAAP) (%) 6.5 % 2.5 %

Earnings per Share Reconciliation to Adjusted Earnings per Share

Third Quarter First Nine Months

2023 2024 2023 2024

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

First Quarter

Diluted After-Tax Results ($M)

Diluted after-tax results (GAAP) $ 1,332 $ 471

Impact of pre-tax and tax special items (a) (376) (1,066) (2,098) (1,798)

Impact of pre-tax and tax special items (653) (81)

Adjusted net income/(loss) – diluted (Non-GAAP) $ 1,985 $ 552

6 unchanged sentences

Adjusted earnings/(loss) per share – diluted (Non-GAAP) $ 0.49 $ 0.14

(a) Includes adjustment for noncontrolling interest in the third quarter and first nine months of 2023.

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

Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate

Third Quarter First Nine Months

First Quarter

2024 2025 Memo:

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Adjusted earnings before taxes (Non-GAAP) $ 2,485 $ 731 $ 9,093

(Provision for)/Benefit from income taxes (GAAP) (a) $ (214) $ 27 $ (982) $ (856) $ 362

Impact of special items (b) 87 343 408 533 1,273

(Provision for)/Benefit from income taxes (GAAP) $ (278) $ (148) $ (1,339)

Impact of special items 220 29 323

Adjusted (provision for)/benefit from income taxes (Non-GAAP) $ (498) $ (177) $ (1,662)

1 unchanged sentence

Adjusted effective tax rate (Non-GAAP) 20.0 % 24.2 % 18.3 %

(a) Full Year 2023 reflects benefits from U.S.

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

(b) Full Year 2023 reflects benefits from China legal entity restructuring.

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

Third Quarter First Nine Months

2023 2024 2023 2024

First Quarter

Net cash provided by/(used in) operating activities (GAAP) $ 1,385 $ 3,679

4 unchanged sentences

Ford Credit tax payments/(refunds) under tax sharing agreement (33) —

Other, net (151) 14 (364) (590)

Other, net (b) (608) (141)

Items included in Company Adjusted Free Cash Flows

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

(b) First quarter 2024 includes a $365 million settlement payment for the Transit Connect customs matter.

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

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sales by type.

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.

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

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

1 unchanged sentence

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

For the period ended September 30, 2024

Third Quarter

Company excluding Ford Credit Ford Credit Consolidated

Revenues $ 43,069 $ 3,127 $ 46,196

Total costs and expenses 42,624 2,692 45,316

Operating income/(loss) 445 435 880

Interest expense on Company debt excluding Ford Credit 272 — 272

Other income/(loss), net 15 99 114

Equity in net income/(loss) of affiliated companies 137 10 147

Income/(Loss) before income taxes 325 544 869

Provision for/(Benefit from) income taxes (78) 51 (27)

Net income/(loss) 403 493 896

Income/(Loss) attributable to noncontrolling interests 4 — 4

Net income/(loss) attributable to Ford Motor Company $ 399 $ 493 $ 892

For the period ended September 30, 2024

First Nine Months

For the period ended March 31, 2025

First Quarter

Company excluding Ford Credit Ford Credit Consolidated

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

September 30, 2024

March 31, 2025

Assets Company excluding Ford Credit Ford Credit Eliminations Consolidated

28 unchanged sentences

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

For the period ended September 30, 2024

First Nine Months

For the period ended March 31, 2025

First Quarter

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

4 unchanged sentences

Pension and OPEB expense/(income) 94 — — 94

Equity method investment dividends received in excess of (earnings)/losses and impairments (198) (18) — (216)

Equity method investment (earnings)/losses and impairments in excess of dividends received (4) (10) — (14)

Foreign currency adjustments 68 (30) — 38

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Capital contributions to equity method investments (3) — — (3)

Returns of capital from equity method investments 1,700 — — 1,700

Other (45) — — (45)

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Selected Other Information.

At September 30, 2024, total equity attributable to Ford was $44.3 billion, an increase of $1.5 billion compared with December 31, 2023.

At March 31, 2025, total equity attributable to Ford was $44.6 billion, a decrease of $0.2 billion compared with December 31, 2024.

The detail for this change is shown below (in billions):

3 unchanged sentences

Common stock issued (including share-based compensation impacts) —

Total $ (0.2)

Sales by Type.

The following table shows third quarter 2024 U.S.

The following table shows first quarter 2025 U.S.

sales volume and U.S.

8 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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis