What changed in this filing

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Item 1. Financial Statements

2025-10-24 compared with 2025-07-31 · 178 added, 144 removed, 531 unchanged (38% of the section changed)

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SEGMENT INFORMATION (Continued)

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

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

Ford Blue Ford

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

First Half 2024

First Nine Months 2024

External revenues $ 74,662 $ 2,441 $ 50,662 $ 9,011 $ 5 $ 136,781

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Cash outflow for capital spending (e) 3,225 2,725 27 65 144 6,186

First Half 2025

First Nine Months 2025

External revenues $ 74,799 $ 5,382 $ 51,356 $ 9,827 $ 13 $ 141,377

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Interest on debt (excludes $ 5,351 of Ford Credit interest on debt)

Special items (f) ( 1,412 )

Special items (h) ( 1,859 )

Income/(Loss) before income taxes $ 2,980

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

(d) Primarily reflects restructuring actions in Europe (which triggered remeasurement of certain European pension plans) and updated assumptions for the duration of the Oakville Assembly Plant changeover, which is now shorter than originally planned.

(e) Ford Blue recognized $ 248 million and $ 195 million of spending attributable to electric vehicles at shared manufacturing plants during the second quarter of 2024 and 2025, respectively, and $ 471 million and $ 358 million in the first half of 2024 and 2025, respectively.

Total electric vehicle spending, including Ford Blue and Ford Model e, was $ 1,221 million and $ 1,147 million during the second quarter of 2024 and 2025, respectively, and $ 2,419 million and $ 2,071 million in the first half of 2024 and 2025, respectively.

(f) Primarily reflects a field service action for fuel injectors, our share of equity method investment asset impairments and write downs and other expenses, and charges related to the cancellation of a previously planned all-electric three-row SUV program and resulting actions.

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

(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 Cost 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.

Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

SEGMENT INFORMATION (Continued)

(e) Ford Blue recognized $ 206 million and $ 128 million of spending attributable to electric vehicles at shared manufacturing plants during the third quarter of 2024 and 2025, respectively, and $ 675 million and $ 486 million in the first nine months of 2024 and 2025, respectively.

Total electric vehicle spending, including Ford Blue and Ford Model e, was $ 983 million and $ 949 million during the third quarter of 2024 and 2025, respectively, and $ 3,401 million and $ 3,020 million in the first nine months of 2024 and 2025, respectively.

(f) Primarily reflects restructuring actions in Europe and our share of asset impairments and other expenses at an equity method investment.

(g) 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.

(h) Primarily reflects a field service action for fuel injectors, our share of equity method investment asset impairments and write downs and other expenses, charges related to the cancellation of a previously planned all-electric three-row SUV program and resulting actions, and restructuring actions in Europe.

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

RECENT DEVELOPMENTS

Production and Supply Chain

On September 17, 2025, a fire at a Novelis Inc.

plant in New York disrupted operations at the facility.

Novelis is a major aluminum supplier to Ford, and since the fire occurred, we have been working closely with Novelis to address the situation and exploring potential alternative sources of aluminum and mitigating actions to minimize potential disruptions to our operations.

Although the ultimate impact on Ford and Ford Credit is uncertain, we expect lower production in the fourth quarter of 2025 driven by the Novelis fire, which we expect to recover partially in 2026.

Lower production is likely to result in lower Ford Credit receivables and higher short-term available liquidity at Ford Credit.

For more information regarding the impact and potential impact of the Novelis fire on our business, see the Outlook section on page 56 of this 10-Q Report.

Risk Factors in our 2024 Form 10-K Report for additional discussion of the risks related to disruptions to Ford’s and Ford’s suppliers’ production and operations.

Trade Policy and Tariffs

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

In the second quarter of 2025, Ford’s net EBIT impact related to tariffs implemented or revised in 2025 was about $800 million, including the impact of preferential tariff treatment and import adjustment offset amounts.

These offsets are subject to periodic approval by the U.S.

In the third quarter of 2025, Ford’s net EBIT impact related to tariffs implemented or revised in 2025 was about $700 million, including the impact of preferential tariff treatment and import adjustment offset amounts.

These offsets, which the U.S.

government recently expanded, are subject to periodic approval by the U.S.

Department of Commerce and may be revised based on ultimate production and import levels.

As of September 30, 2025, our balance sheet includes a receivable of about $1 billion reflecting tariffs paid but for which we have not yet received refunds for preferential tariff treatment and import adjustment offsets.

The timing for our receipt of these refunds is uncertain and depends, in part, on the category of the tariff.

Although there is uncertainty regarding the application, scope, duration, and timing for implementation of tariffs (including related offsets), 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 beyond.

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Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

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 investments, spending, production, and/or product or future technology launches to better match the pace of electric vehicle adoption.

We previously announced the cancellation of an all-electric three-row SUV program.

In addition to incurring expenses of $1.3 billion through the first quarter of 2025 for the cancellation of that program and for which we may continue to incur expenses, the impact of that cancellation has resulted in changes to future technology and product launches, for which we have incurred and may continue to incur additional expenses.

In the second quarter of 2025, we recorded $308 million of expenses related to the program cancellation and resulting actions.

We may incur additional expenses and cash expenditures of about $1.5 billion and will reflect those in the quarter they are incurred as a special item.

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 adverse impact on our business, including our investments in supply, production capacity, and equity method investments.

In addition, policy changes in the United States are currently phasing out certain demand-side incentives to purchase EVs and may further reduce supply-side benefits to produce EVs, all of which may result in slower adoption of EVs or otherwise disrupt the market for 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.

Although recent actions taken or expected to be taken in the United States and elsewhere may reduce the stringency of such 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 in certain markets 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.

As previously reported, we have entered into agreements to purchase regulatory compliance credits for current and future model years in various regions, as, in some cases, we plan to utilize credits purchased from third parties to demonstrate regulatory

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

Electric Vehicle Market

Although we are investing in our electric vehicle strategy, we anticipate that the market for EVs will continue to change.

To date, we have observed lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, and legal and policy changes, among other factors, which we continue to monitor.

The recent termination of U.S.

tax credits intended to incentivize the purchase of EVs may negatively affect EV adoption rates and/or pricing.

Moreover, potentially significant reductions in the stringency of federal emissions and fuel economy standards and federal legislation that eliminated the authority of California and other states to implement and enforce their most stringent emissions standards and zero-emission vehicle sales requirements, and other actions that may be forthcoming, may add to the disruption of the market for EVs in the United States, our largest market.

These developments, which may continue to affect the pace of EV adoption, could extend the period of underutilization of EV production capacity across the industry.

This environment has led us, and may in the near future lead us, to adjust our investments, spending, production, and product or future technology launches to better match the pace of electric vehicle adoption and take incremental pricing actions.

As a result of these adjustments and actions, we have incurred, and may continue to incur, significant expenses related to program cancellation costs or otherwise, including payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), asset write-downs, or other matters.

For example, we previously announced the cancellation of an all-electric three-row SUV program.

The impact of that cancellation also resulted in changes to future technology and product launches.

In addition to incurring expenses of $1.6 billion through the third quarter of 2025 related to these actions, we may incur additional expenses and cash expenditures of about $1.8 billion and will reflect those in the quarter they are incurred as a special item.

These regulatory and market dynamics may continue to occur, which could have a substantial adverse impact on our results of operations and/or business, including our investments in supply, production capacity, and equity method investments.

Further, the pace of EV adoption and slower-than-anticipated development of the EV market may impact our strategy to comply with regulatory emissions and fuel economy standards and zero-emission vehicle requirements.

Although recent actions taken and expected to be taken in the United States and elsewhere may eliminate or reduce the stringency of such 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 in certain markets 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.

Our obligations under these agreements generally are dependent on the continued existence of an underlying regulatory compliance requirement in the applicable jurisdiction.

Following federal legislative action taken in the United States in the second quarter of 2025 that eliminated certain state compliance programs, we exercised our contractual right to terminate some of the credit purchase transactions under those agreements.

As a result of these terminations, in addition to the delivery of credits to us under our purchase agreements and accruals we recorded for credits we are obligated to receive, our future purchase obligations under our compliance credit purchase agreements as of June 30, 2025 totaled about $2.8 billion, down from about $4.2 billion at December 31, 2024.

In addition, we have written off, and may in the future write off, compliance credit assets that we are no longer able to use as a result of legislative or regulatory changes.

To the extent possible and beneficial, we will terminate or renegotiate agreements in response to regulatory changes, as authorized by those agreements.

For example, following federal legislative action taken in the United States in the second quarter of 2025 that eliminated certain state authority for new vehicle emissions standards and zero-emission vehicle requirements, we exercised our contractual right to terminate some of the credit purchase transactions under those agreements.

As a result of these terminations, in addition to the delivery of credits to us under our purchase agreements and accruals we recorded for credits we are obligated to receive, our future purchase obligations under our compliance credit purchase agreements as of September 30, 2025 totaled about $2.5 billion, down from about $4.2 billion at December 31, 2024.

In addition, we have written off, and may in the future write off, compliance credit assets that we are no longer able to use as a result of legal and policy changes.

Write-offs to date for such credit assets have been immaterial.

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RESULTS OF OPERATIONS

In the second quarter of 2025, the net loss attributable to Ford Motor Company was $36 million, and Company adjusted EBIT was $2,140 million.

In the third quarter of 2025, the net income attributable to Ford Motor Company was $2,447 million, and Company adjusted EBIT was $2,586 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):

Second Quarter First Half

Third Quarter First Nine Months

2024 2025 2024 2025

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EV program cancellation (979) (13) (979) (385)

Ford share of equity method investment’s asset impairments — (201) — (201)

Ford share of equity method investment’s asset impairments / other — (74) — (275)

Ford share of BlueOval SK’s asset write down / other — (23) — (216)

EV program dispute 19 — 19 —

Extended Oakville Assembly Plant Changeover — — (246) —

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

We recorded $1,302 million of pre-tax special item charges in the second quarter of 2025, primarily reflecting a field service action for fuel injectors, expenses related to the cancellation of a previously planned all-electric three-row SUV program and resulting actions (for additional details, please see the discussion of the Electric Vehicle Market in the “Recent Developments” section on page 34), our share of asset impairments at an equity method investment, and our share of BOSK’s asset write downs and other expenses due to BOSK’s alternative capacity usage plans.

We recorded a $233 million provision for tax special items in the second quarter of 2025, including a $471 million non-cash charge to deferred tax assets associated with resolving transfer price matters in certain non-U.S.

We recorded $0.4 billion of pre-tax special item charges in the third quarter of 2025, primarily reflecting restructuring actions in Europe and our share of asset impairments and other related expenses at an equity method investment.

We recorded a $1.1 billion benefit from tax special items in the third quarter of 2025, including a net benefit of $1.4 billion associated with the release of a valuation allowance resulting from improvements in our South American operations and a non-cash charge of $0.4 billion to deferred tax assets to recognize tax legislation enacted in Germany during the quarter.

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 second quarter and first half 2025 key metrics for the Company, compared to a year ago.

Second Quarter First Half

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

Third Quarter First Nine Months

2024 2025 H / (L) 2024 2025 H / (L)

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

In the second quarter of 2025, our diluted earnings per share of Common and Class B Stock was a loss of $0.01, and our diluted adjusted earnings per share was $0.37.

Net income/(loss) margin was negative 0.1% in the second quarter of 2025, down 3.9 percentage points from a year ago.

Company adjusted EBIT margin was 4.3% in the second quarter of 2025, down 1.5 percentage points from a year ago.

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

Second Quarter First Half

In the third quarter of 2025, our diluted earnings per share of Common and Class B Stock was $0.60, and our diluted adjusted earnings per share was $0.45.

Net income/(loss) margin was 4.8% in the third quarter of 2025, up 2.9 percentage points from a year ago.

Company adjusted EBIT margin was 5.1% in the third quarter of 2025, down 0.4 percentage points from a year ago.

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

Third Quarter First Nine Months

2024 2025 H / (L) 2024 2025 H / (L)

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

The year-over-year decrease of $1,867 million in net income and $617 million in Company adjusted EBIT in the second quarter of 2025 was driven by lower Ford Blue, Ford Pro, and Model e EBIT, offset partially by higher Ford Credit EBT.

The decrease in net income was also driven by higher special item charges, as described on page 36.

The year-over-year increase of $1,555 million in net income is primarily explained by lower special item charges, including lower charges related to the cancellation of a previously planned all-electric three-row SUV program, and increased tax benefits, including the tax special items described on page 37 .

The increase of $36 million in Company adjusted EBIT in the third quarter of 2025 primarily reflects higher Ford Pro EBIT and Ford Credit EBT, offset partially by lower Model e and Ford Blue EBIT.

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

The tables below and on the following pages provide second quarter and first half 2025 key metrics and the change in second quarter 2025 EBIT compared with second 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.

The tables below and on the following pages provide third quarter and first nine months of 2025 key metrics and the change in third quarter 2025 EBIT compared with third 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, and Ford Pro Causal Factors.

Ford Blue Segment

Second Quarter First Half

Third Quarter First Nine Months

Key Metrics 2024 2025 H / (L) 2024 2025 H / (L)

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Change in EBIT by Causal Factor (in millions)

Second Quarter 2024 EBIT

Third Quarter 2024 EBIT

Volume / Mix 331

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Exchange (155)

Second Quarter 2025 EBIT

In the second quarter of 2025, Ford Blue’s wholesales decreased 6% from a year ago.

The decrease primarily reflects lower F-150 wholesales due to the non-repeat of the stock build in 2024 following the launch of the new model.

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

Ford Blue’s second quarter 2025 EBIT was $661 million, a decrease of $506 million from a year ago, with an EBIT margin of 2.6%.

The lower EBIT primarily reflects lower volume and adverse exchange, offset partially by lower costs and favorable net pricing.

The lower costs reflect ongoing cost reduction initiatives, including lower warranty costs, which more than offset increased tariff-related costs.

Third Quarter 2025 EBIT

In the third quarter of 2025, Ford Blue’s wholesales increased 2% from a year ago.

The increase primarily reflects higher sales of vehicles manufactured and sold to other OEMs through existing alliance agreements and higher wholesales in North America, offset partially by lower passenger vehicle sales in Europe and lower sales at our joint ventures in China.

Third quarter 2025 revenue increased 7%, driven primarily by higher wholesales, favorable net pricing, and improved mix.

Ford Blue’s third quarter 2025 EBIT was $1,540 million, a decrease of $84 million from a year ago, with an EBIT margin of 5.5%.

The lower EBIT primarily reflects higher costs, including tariffs, and adverse exchange, offset partially by favorable net pricing and higher volume and mix.

Excluding tariffs, cost improved year-over-year, reflecting ongoing cost reduction initiatives, including lower material and warranty costs.

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

Ford Model e Segment

Second Quarter First Half

Third Quarter First Nine Months

Key Metrics 2024 2025 H / (L) 2024 2025 H / (L)

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Change in EBIT by Causal Factor (in millions)

Second Quarter 2024 EBIT

Third Quarter 2024 EBIT

Volume / Mix 61

Net Pricing (128)

Second Quarter 2025 EBIT

In the second 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, Puma, and Capri, and higher F-150 Lightning and Mustang Mach-E wholesales in North America.

Second quarter 2025 revenue increased by $1,207 million, reflecting higher wholesales.

Ford Model e’s second quarter 2025 EBIT loss was $1,329 million, a $179 million higher loss than a year ago, with an EBIT margin of negative 56.4%.

The increased EBIT loss was primarily driven by tariff-related costs, volume-related manufacturing costs, and adverse net pricing.

Exchange (32)

Third Quarter 2025 EBIT

In the third quarter of 2025, Ford Model e’s wholesales increased significantly from a year ago, primarily reflecting the introduction of EV products in Europe, including the Puma Gen-E and Capri, and higher F-150 Lightning wholesales in North America.

Third quarter 2025 revenue increased by $608 million, primarily reflecting higher wholesales.

Ford Model e’s third quarter 2025 EBIT loss was $1,410 million, a $179 million higher loss than a year ago, with an EBIT margin of negative 79.1%.

The increased EBIT loss was primarily driven by adverse net pricing, a one-time charge related to the Louisville Assembly Plant changeover (included in Other), and unfavorable exchange, offset partially by higher volume and lower costs.

The lower costs include lower material and warranty costs, which more than offset increased tariff-related costs.

Ford Pro Segment

Second Quarter First Half

Third Quarter First Nine Months

Key Metrics 2024 2025 H / (L) 2024 2025 H / (L)

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EBIT Margin (%) 11.6 % 11.4 % (0.2) ppts 14.6 % 10.9 % (3.6) ppts

(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate Ford Otosan in Türkiye (about 21,000 units in both Q2 2024 and Q2 2025).

(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate Ford Otosan in Türkiye (about 21,000 units in Q3 2024 and 23,000 in Q3 2025).

Change in EBIT by Causal Factor (in millions)

Second Quarter 2024 EBIT

Third Quarter 2024 EBIT

Volume / Mix 475

Net Pricing (254)

Second Quarter 2025 EBIT

In the second quarter of 2025, Ford Pro’s wholesales increased 15% from a year ago, driven by higher daily rental volume and higher sales of the Transit family of vehicles, including the launch of the E-Transit Custom and E-Transit Courier in Europe.

Second quarter 2025 revenue increased 11%, primarily reflecting higher wholesales, offset partially by moderated pricing across fleets (including daily rental).

Ford Pro’s second quarter 2025 EBIT was $2,318 million, a decrease of $244 million from a year ago, with an EBIT margin of 12.3%.

The lower EBIT was primarily driven by unfavorable fleet pricing (including daily rental), tariff-related costs, and volume-related manufacturing costs, offset partially by higher volume.

Third Quarter 2025 EBIT

In the third quarter of 2025, Ford Pro’s wholesales increased 9% from a year ago, driven by higher daily rental volume in North America and higher sales of the Transit family of vehicles, including the introduction of the E-Transit Custom and E-Transit Courier in Europe.

Third quarter 2025 revenue increased 11%, primarily reflecting higher wholesales and favorable exchange, offset partially by moderated pricing across fleets (including daily rental).

Ford Pro’s third quarter 2025 EBIT was $1,985 million, an increase of $172 million from a year ago, with an EBIT margin of 11.4%.

The higher EBIT was primarily driven by higher volume and favorable exchange, offset partially by unfavorable fleet pricing (including daily rental) and higher cost.

Excluding tariffs, cost improved year-over-year, driven by lower warranty and material costs.

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

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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 second quarter and first half 2025 key metrics and the change in second quarter 2025 EBT compared with second quarter 2024 by causal factor for the Ford Credit segment.

The tables below provide third quarter and first nine months of 2025 key metrics and the change in third quarter 2025 EBT compared with third 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.

Second Quarter First Half

Third Quarter First Nine Months

Key Metrics 2024 2025 H / (L) 2024 2025 H / (L)

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retail financing only.

portfolio off-lease second quarter auction values at Q2 2025 mix and YTD amounts at YTD 2025 mix.

portfolio off-lease third quarter auction values at Q3 2025 mix and YTD amounts at YTD 2025 mix.

Change in EBT by Causal Factor (in millions)

Second Quarter 2024 EBT

Third Quarter 2024 EBT

Volume / Mix 20

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Lease Residual (4)

Second Quarter 2025 EBT

Ford Credit’s total net receivables of $143.7 billion were 4% higher than a year ago, explained primarily by a larger operating lease portfolio, higher consumer financing, and exchange.

The second quarter 2025 U.S.

loss-to-receivables (“LTR”) ratio of 48 basis points increased from a year ago, reflecting higher repossessions and increased loss severity.

Third Quarter 2025 EBT

Ford Credit’s total net receivables of $145.7 billion were 2% higher than a year ago, explained primarily by a larger operating lease portfolio.

The third quarter 2025 U.S.

loss-to-receivables (“LTR”) ratio of 62 basis points increased from a year ago, reflecting increased loss severity and higher repossessions.

auction values increased 3% year over year, reflecting industrywide low used vehicle supply and high demand.

Ford Credit’s second quarter 2025 EBT of $645 million was $302 million higher than a year ago, explained primarily by higher financing margin and receivables and a favorable derivative market valuation adjustment (included in Other), partially offset by an accrual related to an industrywide review of historical U.K.

discretionary dealer commissions (also included in Other).

Ford Credit’s third quarter 2025 EBT of $631 million was $87 million higher than a year ago, explained primarily by higher financing margin and receivables, offset partially by Other and higher credit losses.

Other reflects a charge related to an industrywide review by the U.K.

Financial Conduct Authority into the historical use of dealer commissions and the non-recurrence of a realized gain on accumulated foreign currency translation related to Europe restructuring in third quarter 2024, offset partially by the non-recurrence of a negative derivative market valuation adjustment.

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

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

In the second quarter of 2025, Corporate Other had a $155 million EBIT loss, compared to a $165 million EBIT loss a year ago.

In the third quarter of 2025, Corporate Other had a $160 million EBIT loss, compared to a $200 million EBIT loss a year ago.

Interest on Debt

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $297 million in the second quarter of 2025, $27 million higher than a year ago.

Our Provision for/(Benefit from) income taxes for the second quarter and first half of 2025 was $570 million and $718 million, respectively, resulting in effective tax rates of 105.4% and 61.8%, respectively.

During the second quarter of 2025, we recognized a non-cash charge to deferred tax assets of $ 471 million associated with resolving transfer pricing matters in certain non-U.S.

Our second quarter and first half 2025 adjusted effective tax rates, which exclude special items, were 18.3% and 20.0%, respectively.

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $321 million in the third quarter of 2025, $49 million higher than a year ago.

Our Provision for/(Benefit from) income taxes for the third quarter and first nine months of 2025 was a benefit of $630 million and a provision of $88 million, respectively.

This resulted in an effective tax rate of negative 34.7% for the third quarter and 3.0% for the first nine months.

During the third quarter, these rates were impacted by a net benefit of $1.4 billion associated with the release of a valuation allowance resulting from improvements in our South American operations.

The third quarter and first nine months rates were also impacted by a non-cash charge of $424 million to deferred tax assets to recognize the impact of tax legislation enacted in Germany during the quarter.

In addition, the nine-month rate was impacted by a non-cash charge of $471 million to deferred tax assets recorded in the second quarter associated with resolving transfer pricing matters in certain non-U.S.

The foregoing were treated as special items.

Our third quarter and first nine months 2025 adjusted effective tax rates, which exclude special items, were 19.6% and 19.8%, respectively.

On July 4, 2025, P.L.

119-21 (otherwise known as the “One Big Beautiful Bill Act”) was signed into law.

We are analyzing the provisions within the act;

however, we do not expect a material impact on our 2025 consolidated financial statements.

During the third quarter of 2025, we expect to recognize a non-cash charge to deferred tax assets of about $400 million to recognize the impact of tax legislation enacted in Germany on July 18, 2025.

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

We have analyzed the provisions within the act and determined there was no material impact in the third quarter of 2025, nor do we expect a material impact on our 2025 consolidated financial statements.

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

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Any future changes to our structure, as well as any changes in income tax laws in the countries that we operate, could cause increases or decreases to our deferred tax balances and related valuation allowances.

For example, in the near-term, we anticipate releasing valuation allowances in certain jurisdictions where restructuring actions have improved business operations.

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

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2025, total cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $37.7 billion.

At September 30, 2025, total cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $42.5 billion.

We consider our key balance sheet metrics to be:

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Company excluding Ford Credit

2024 June 30,

2024 September 30,

Balance Sheets ($B)

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

(a) Balances at June 30, 2025 reflect net funded status at December 31, 2024, updated for:

(a) Balances at September 30, 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 June 30, 2025, we had Company cash of $28.4 billion and liquidity of $46.6 billion.

At June 30, 2025, about 82% of Company cash was held by consolidated entities domiciled in the United States.

At September 30, 2025, we had Company cash of $32.9 billion and liquidity of $54.0 billion.

At September 30, 2025, about 87% 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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• Capital expenditures (for additional information, see the “Changes in Company Cash” section below) and other payments for engineering, software, product development, and implementation of our plans for electric vehicles

• Purchase of raw materials and components to support the manufacturing and sale of vehicles (including electric vehicles), parts, and accessories (for additional information, see the Aggregate Contractual Obligations table and the accompanying description of our “Purchase obligations” in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2024 Form 10-K Report)

• Purchase of raw materials and components to support the manufacturing and sale of vehicles (including electric vehicles), parts, accessories, and payment of tariffs (for additional information, see the Aggregate Contractual Obligations table and the accompanying description of our “Purchase obligations” in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2024 Form 10-K Report)

• Purchase of regulatory compliance credits

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For example, the suspension of production at most of our assembly plants and lower industry volumes due to COVID-19 in early 2020 resulted in an initial deterioration of our cash flow, while the subsequent resumption of manufacturing operations and return to pre-COVID-19 production levels at most of our assembly plants resulted in a subsequent improvement of our cash flow.

Disruptions to our production due to supplier shortages or otherwise may have similar cash flow timing impacts.

Even in normal economic conditions, however, these working capital balances generally are subject to seasonal changes that can impact cash flow.

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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 June 30, 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.

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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 (“BOSK”) over a five-year period ending in 2026.

As of June 30, 2025, we have recognized contributions (net of returns of capital) to BOSK of $2.6 billion (for additional information, see Note 17 of the Notes to the Financial Statements herein).

As of September 30, 2025, we have recognized contributions (net of returns of capital) to BOSK of $2.9 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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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 June 30, 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 $1.7 billion of purchase obligations and approximately $4.8 billion of contingent purchase obligations based on our present forecast;

As of September 30, 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 $1.4 billion of purchase obligations and approximately $4.2 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.

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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 June 30, 2025, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $164 million.

The amount settled through the SCF program during the first half of 2025 was $605 million.

As of September 30, 2025, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $188 million.

The amount settled through the SCF program during the first nine months of 2025 was $951 million.

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

Second Quarter First Half

Third Quarter First Nine Months

2024 2025 2024 2025

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Numbers may not sum due to rounding.

Our second quarter 2025 Net cash provided by/(used in) operating activities was $6.3 billion, $0.8 billion higher than a year ago (see page 61 for additional information).

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

Company adjusted free cash flow was $2.8 billion, $0.4 billion lower than a year ago, primarily driven by lower Company adjusted EBIT excluding Ford Credit and all other and timing differences, offset partially by higher Ford Credit distributions and working capital changes.

Capital spending was $2.1 billion in the second quarter of 2025, the same as a year ago.

We now expect full year 2025 capital spending to be about $9 billion.

Our third quarter 2025 Net cash provided by/(used in) operating activities was $7.4 billion, $1.9 billion higher than a year ago (see page 62 for additional information).

The increase primarily reflects higher net income and higher Ford Credit operating cash flows.

Company adjusted free cash flow was $4.3 billion, $1.1 billion higher than a year ago, primarily driven by timing differences, improved working capital, higher Ford Credit distributions, and lower cash taxes.

Capital spending was $2.1 billion in the third quarter of 2025, about flat compared to a year ago.

We continue to expect full year 2025 capital spending to be about $9 billion.

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

Second quarter 2025 working capital impact was $0.3 billion, driven by lower inventory and higher payables, offset by higher receivables, each compared to March 31, 2025.

Third quarter 2025 working capital impact was $1.2 billion, driven by lower inventory, higher payables, and lower receivables, each compared to June 30, 2025.

All other and timing differences were $2.0 billion.

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

In the second quarter of 2025, we contributed $281 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 $0.6 billion in the second quarter of 2025, all of which was attributable to our regular dividend.

In the third quarter of 2025, we contributed $187 million to our global funded pension plans.

We now expect to contribute about $750 million to our global funded pension plans in 2025.

Shareholder distributions were $0.6 billion in the third quarter of 2025, all of which was attributable to our regular dividend.

Available Credit Lines .

Total Company committed credit lines, excluding Ford Credit, at June 30, 2025 were $19.3 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 $1.3 billion of local credit facilities.

At June 30, 2025, $1.0 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.

Total Company committed credit lines, excluding Ford Credit, at September 30, 2025 were $23.6 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, $3.0 billion of our delayed draw term loan facility (as discussed below), and $2.6 billion of local credit facilities.

At September 30, 2025, $2.4 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, 364-day, and delayed draw term loan credit facilities was available.

Lenders under our corporate credit facility have $3.4 billion of commitments maturing on April 17, 2028 and $10.1 billion of commitments maturing on April 17, 2030.

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Lenders under our 364-day revolving credit facility have $2.5 billion of commitments maturing on April 16, 2026.

As previously reported, on July 28, 2025, we closed on a $3 billion delayed draw term loan facility, further strengthening our liquidity and providing additional financial flexibility.

The commitments under the delayed draw term loan facility are available through July 28, 2026.

Any unused commitments shall automatically terminate after July 28, 2026, and any loans drawn under the facility will mature on December 31, 2028.

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.

For the most recent performance period, Ford outperformed the global manufacturing facility greenhouse gas emissions and carbon-free electricity consumption metrics, and it was on target for the Ford Europe CO 2 tailpipe emissions metric.

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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If our senior, unsecured, long-term debt does not maintain at least two investment grade ratings from Fitch, Moody’s, and S&P, the guarantees of certain subsidiaries will be required.

The terms and conditions of the supplemental and 364-day revolving credit facilities are consistent with our corporate credit facility.

The terms and conditions of the supplemental and 364-day revolving credit facilities and the delayed draw term loan facility are consistent with our corporate credit facility.

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

On July 28, 2025, we closed on a $3 billion delayed draw term loan facility, further strengthening our liquidity and providing additional financial flexibility.

The commitments under the delayed draw term loan facility are available through July 28, 2026.

Any unused commitments shall automatically terminate after July 28, 2026, and any loans drawn under the facility will mature on December 31, 2028.

The terms and conditions of the delayed draw term loan facility are consistent with our corporate, supplemental, and 364-day revolving facilities;

however, the delayed draw term loan facility does not include any sustainability-linked targets.

As of July 30, 2025, all $3 billion was available for use.

On July 23, 2025, Ford Motor Company Limited, our operating subsidiary in the United Kingdom (“Ford of Britain”), entered into a £1 billion term loan credit facility with a syndicate of banks to support Ford of Britain’s general export activities.

As previously reported, on July 23, 2025, Ford Motor Company Limited, our operating subsidiary in the United Kingdom (“Ford of Britain”), entered into a £1 billion term loan credit facility with a syndicate of banks to support Ford of Britain’s general export activities.

Accordingly, U.K.

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This seven-year, partially amortizing loan matures on July 23, 2032.

As shown in Note 12 of the Notes to the Financial Statements, at June 30, 2025, Company debt excluding Ford Credit was $20.3 billion (including $0.9 billion of finance leases).

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

As shown in Note 12 of the Notes to the Financial Statements, at September 30, 2025, Company debt excluding Ford Credit was $21.8 billion (including $0.9 billion of finance leases).

This balance is $1.1 billion higher than at December 31, 2024.

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

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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 second quarter of 2025 with $27 billion of liquidity, up $1.8 billion from year-end.

Ford Credit completed $15 billion of public term issuances through July 29, 2025.

Ford Credit ended the third quarter of 2025 with $28.1 billion of liquidity, up $2.9 billion from year-end.

Ford Credit completed $23 billion of public term issuances through October 22, 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,

2024 June 30,

2024 September 30,

Funding Structure

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Securitized Funding as Percent of Total Debt 41.2 % 43.8 % 40.4 %

Net receivables of $143.7 billion at June 30, 2025 were funded primarily with term unsecured debt and term asset-backed securities.

Securitized funding as a percent of total debt was 40.5% as of June 30, 2025.

Net receivables of $145.7 billion at September 30, 2025 were funded primarily with term unsecured debt and term asset-backed securities.

Securitized funding as a percent of total debt was 40.4% as of September 30, 2025.

Public Term Funding Plan.

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 July 29, 2025, 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 October 22, 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,

2024 June 30,

2024 September 30,

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 June 30, 2025, Ford Credit’s net liquidity available for use was $27.0 billion, $1.8 billion higher than year-end 2024, reflecting strong access to public funding markets in the first half of the year.

At June 30, 2025, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and committed unsecured credit facilities, totaled $53.0 billion, down $0.9 billion from year-end 2024, primarily explained by lower cash.

At September 30, 2025, Ford Credit’s net liquidity available for use was $28.1 billion, $2.9 billion higher than year-end 2024, reflecting strong access to public funding markets.

At September 30, 2025, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and committed unsecured credit facilities, totaled $53.7 billion, down $0.2 billion from year-end 2024.

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,

2024 June 30,

2024 September 30,

Leverage Calculation

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

At June 30, 2025, Ford Credit’s financial statement leverage was 9.4:1.

At September 30, 2025, Ford Credit’s financial statement leverage was 9.5:1.

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

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Pension Plans - Funded Balances.

As of June 30, 2025, our total Company pension overfunded status reported on our consolidated balance sheets was $143 million and reflects the net funded status at December 31, 2024, updated for:

As of September 30, 2025, our total Company pension overfunded status reported on our consolidated balance sheets was $382 million and reflects the net funded status at December 31, 2024, updated for:

service and interest cost;

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Four Quarters Ending

2024 June 30,

September 30,

2024 September 30,

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 NSROs since the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

There have been no rating actions taken by these NSROs since the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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

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

We provided 2025 Company guidance in our earnings release furnished on Form 8-K dated July 30, 2025.

The guidance is based on our expectations and best estimates as of July 30, 2025, and assumes no material change to our current assumptions for inflation, logistics issues, production, or macroeconomic conditions.

Moreover, our guidance has not factored in any new policy changes by the administration in the United States, including future or revised tariffs, that have not been announced or tariffs or other policy changes that may be announced by other governments after the date hereof.

We provided 2025 Company guidance in our earnings release furnished on Form 8-K dated October 23, 2025.

The guidance is based on our expectations and best estimates as of October 23, 2025, and assumes no material change to our current assumptions for inflation, logistics issues, production, or macroeconomic conditions.

Moreover, our guidance has not factored in any new policy changes by the administration in the United States, including future or revised tariffs or related offsets, that have not been announced or tariffs or other policy changes that may be announced by other governments after the date hereof.

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 2024 Form 10-K Report and as updated by our subsequent filings with the SEC.

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(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 2025, we expect adjusted EBIT of $6.5 billion to $7.5 billion and adjusted free cash flow of $3.5 billion to $4.5 billion.

Our outlook for 2025 assumes:

industry sales of 16.0 million to 16.5 million units

• Full year industry pricing about flat

• Net cost improvement target of $1.0 billion, excluding the impact of tariffs

• Net tariff headwind of about $2.0 billion

Our assumption for the net tariff headwind reflects approximately $3.0 billion of gross adverse adjusted EBIT impact, offset partially by $1.0 billion of recovery actions (primarily market factors).

For full-year 2025, we now expect adjusted EBIT of $6.0 billion to $6.5 billion and adjusted free cash flow of $2.0 billion to $3.0 billion.

Our updated 2025 outlook includes the following assumptions:

• For Novelis, an adjusted EBIT headwind of $1.5 billion to $2.0 billion and an adjusted free cash flow headwind of $2.0 billion to $3.0 billion in the fourth quarter.

We currently have line of sight to mitigate at least $1.0 billion of adjusted EBIT in 2026, and we are working to improve the situation further.

Between 2025 and 2026, we expect Novelis to be a headwind of $1.0 billion or less.

Production disruption results in an oversized short-term impact on our working capital, which we expect will reverse in 2026.

• Given recent policy announcements by the administration in the United States, we now expect tariffs will be an about $1.0 billion net headwind for 2025, down from about $2.0 billion.

Our outlook for 2025 also assumes:

industry sales of about 16.8 million units

• Full year U.S.

industry pricing up about 0.5%

• Net cost improvement of about $1.0 billion, excluding the impact of tariffs

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