FORD MOTOR CO 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Cautionary Note on Forward-Looking Statements Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation: • Ford’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; • 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, support, and reward talent is critical to its success and competitiveness; • Operational information systems, security systems, vehicles, and services could be affected by cybersecurity incidents, ransomware attacks, and other disruptions and impact Ford, Ford Credit, their suppliers, and dealers; • 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; • 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; • 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’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 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, asset portfolios, or other factors; • Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles; • Economic and demographic experience for pension and OPEB plans (e.g., discount rates or investment returns) could be worse than Ford has assumed; • Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition; • Ford and Ford Credit could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, services, perceived environmental impacts, or otherwise; • Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations; • Ford and Ford Credit could be affected by the continued development of more stringent privacy, data use, data protection, data access, and artificial intelligence laws and regulations as well as consumers’ heightened expectations to safeguard their personal information; and • Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other regulations. 57 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake, 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 2024 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10‑Q and Current Reports on Form 8-K. 58 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) NON-GAAP FINANCIAL MEASURES THAT SUPPLEMENT GAAP MEASURES We use both generally accepted accounting principles (“GAAP”) and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. The non-GAAP measures listed below are intended to be considered by users as supplemental information to their equivalent GAAP measures, to aid investors in better understanding our financial results. We believe that these non-GAAP measures provide useful perspective on underlying operating results and trends, and a means to compare our period-over-period results. These non-GAAP measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP measures may not be the same as similarly titled measures used by other companies due to possible differences in method and in items or events being adjusted. • Company Adjusted EBIT (Most Comparable GAAP Measure: Net Income/(Loss) Attributable to Ford) – Earnings before interest and taxes (EBIT) excludes interest on debt (excluding Ford Credit Debt), taxes, and pre-tax special items. This non-GAAP measure is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results. Our management excludes special items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources. Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows: Pre-Tax Special Item Significance Guideline ∘ Pension and OPEB remeasurement gains and losses ∘ No minimum ∘ Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix ∘ Generally $100 million or more ∘ Other items that we do not generally consider to be indicative of earnings from ongoing operating activities ∘ $500 million or more for individual field service actions; generally $100 million or more for other items When we provide guidance for adjusted EBIT, we do not provide guidance on a net income basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty, including gains and losses on pension and OPEB remeasurements and on investments in equity securities. • Company Adjusted EBIT Margin (Most Comparable GAAP Measure: Company Net Income/(Loss) Margin) – Company adjusted EBIT margin is Company adjusted EBIT divided by Company revenue. This non-GAAP measure is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting. • Adjusted Earnings/(Loss) Per Share (Most Comparable GAAP Measure: Earnings/(Loss) Per Share) – Measure of Company’s diluted net earnings/(loss) per share adjusted for impact of pre-tax special items (described above), tax special items, and restructuring impacts in noncontrolling interests. The measure provides investors with useful information to evaluate performance of our business excluding items not indicative of earnings from ongoing operating activities. When we provide guidance for adjusted earnings/(loss) per share, we do not provide guidance on an earnings/(loss) per share basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses. • Adjusted Effective Tax Rate (Most Comparable GAAP Measure: Effective Tax Rate) – Measure of Company’s tax rate excluding pre-tax special items (described above) and tax special items. The measure provides an ongoing effective rate which investors find useful for historical comparisons and for forecasting. When we provide guidance for adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses. 59 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) • Company Adjusted Free Cash Flow (Most Comparable GAAP Measure: Net Cash Provided By/(Used In) Operating Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows. The measure contains elements management considers operating activities, including Company excluding Ford Credit capital spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cash outflows for funded pension contributions, restructuring actions, and other items that are considered operating cash flows under U.S. GAAP. This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance. When we provide guidance for Company adjusted free cash flow, we do not provide guidance for net cash provided by/(used in) operating activities because the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, including cash flows related to the Company's exposures to foreign currency exchange rates and certain commodity prices (separate from any related hedges), Ford Credit's operating cash flows, and cash flows related to special items, including separation payments, each of which individually or in the aggregate could have a significant impact to our net cash provided by/(used in) our operating activities. • Adjusted ROIC – Calculated as the sum of adjusted net operating profit/(loss) after cash tax from the last four quarters, divided by the average invested capital over the last four quarters. Adjusted Return on Invested Capital (“Adjusted ROIC”) provides management and investors with useful information to evaluate the Company’s after-cash tax operating return on its invested capital for the period presented. Adjusted net operating profit/(loss) after cash tax measures operating results less special items, interest on debt (excluding Ford Credit Debt), and certain pension/OPEB costs. Average invested capital is the sum of average balance sheet equity, debt (excluding Ford Credit Debt), and net pension/OPEB liability. 60 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Non-GAAP Financial Measure Reconciliations The following tables show our Non-GAAP financial measure reconciliations. Net Income/(Loss) Reconciliation to Adjusted EBIT ($M) Third Quarter First Nine Months 2024 2025 2024 2025 Net income/(loss) attributable to Ford (GAAP) $ 892 $ 2,447 $ 4,055 $ 2,882 Income/(Loss) attributable to noncontrolling interests 4 1 8 10 Net income/(loss) $ 896 $ 2,448 $ 4,063 $ 2,892 Less: (Provision for)/Benefit from income taxes 27 630 (856) (88) Income/(Loss) before income taxes $ 869 $ 1,818 $ 4,919 $ 2,980 Less: Special items pre-tax (1,409) (447) (2,331) (1,859) Income/(Loss) before special items pre-tax $ 2,278 $ 2,265 $ 7,250 $ 4,839 Less: Interest on debt (272) (321) (820) (906) Adjusted EBIT (Non-GAAP) $ 2,550 $ 2,586 $ 8,070 $ 5,745 Memo: Revenue ($B) $ 46.2 $ 50.5 $ 136.8 $ 141.4 Net income/(loss) margin (GAAP) (%) 1.9 % 4.8 % 3.0 % 2.0 % Adjusted EBIT margin (Non-GAAP) (%) 5.5 % 5.1 % 5.9 % 4.1 % Earnings/(Loss) per Share Reconciliation to Adjusted Earnings/(Loss) per Share Third Quarter First Nine Months 2024 2025 2024 2025 Diluted After-Tax Results ($M) Diluted after-tax results (GAAP) $ 892 $ 2,447 $ 4,055 $ 2,882 Less: Impact of pre-tax and tax special items (1,066) 627 (1,798) (989) Adjusted net income/(loss) – diluted (Non-GAAP) $ 1,958 $ 1,820 $ 5,853 $ 3,871 Basic and Diluted Shares (M) Basic shares (average shares outstanding) 3,976 3,983 3,980 3,977 Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt 42 65 40 49 Diluted shares 4,018 4,048 4,020 4,026 Earnings/(Loss) per share – diluted (GAAP) $ 0.22 $ 0.60 $ 1.01 $ 0.72 Less: Net impact of adjustments (0.27) 0.15 (0.45) (0.24) Adjusted earnings/(loss) per share – diluted (Non-GAAP) $ 0.49 $ 0.45 $ 1.46 $ 0.96 61 Item 2. 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 2024 2025 2024 2025 Memo: FY 2024 Pre-Tax Results ($M) Income/(Loss) before income taxes (GAAP) $ 869 $ 1,818 $ 4,919 $ 2,980 $ 7,233 Less: Impact of special items (1,409) (447) (2,331) (1,859) (1,860) Adjusted earnings before taxes (Non-GAAP) $ 2,278 $ 2,265 $ 7,250 $ 4,839 $ 9,093 Taxes ($M) (Provision for)/Benefit from income taxes (GAAP) $ 27 $ 630 $ (856) $ (88) $ (1,339) Less: Impact of special items 343 1,074 533 870 323 Adjusted (provision for)/benefit from income taxes (Non-GAAP) $ (316) $ (444) $ (1,389) $ (958) $ (1,662) Tax Rate (%) Effective tax rate (GAAP) (3.1) % (34.7) % 17.4 % 3.0 % 18.5 % Adjusted effective tax rate (Non-GAAP) 13.9 % 19.6 % 19.2 % 19.8 % 18.3 % Net Cash Provided by/(Used in) Operating Activities Reconciliation to Company Adjusted Free Cash Flow ($M) Third Quarter First Nine Months 2024 2025 2024 2025 Net cash provided by/(used in) operating activities (GAAP) $ 5,502 $ 7,402 $ 12,395 $ 17,398 Less: Items not included in company adjusted free cash flows Ford Credit operating cash flows $ 1,296 $ 1,741 $ 3,162 $ 8,364 Funded pension contributions (334) (187) (967) (702) Restructuring (including separations) (a) (226) (22) (691) (231) Ford Credit tax payments/(refunds) under tax sharing agreement — — (33) — Other, net 14 (189) (590) (474) Add: Items included in company adjusted free cash flows Company excluding Ford Credit capital spending $ (1,970) $ (2,099) $ (6,121) $ (5,943) Ford Credit distributions 175 350 325 1,050 Settlement of derivatives 230 (1) 227 109 Company adjusted free cash flow (Non-GAAP) $ 3,187 $ 4,309 $ 5,945 $ 5,657 _________ (a) Restructuring excludes cash flows reported in investing activities. 62 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) SUPPLEMENTAL INFORMATION The tables below provide supplemental consolidating financial information, other financial information, and U.S. sales by type. 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. Selected Income Statement Information. The following table provides supplemental income statement information (in millions): For the period ended September 30, 2025 Third Quarter Company excluding Ford Credit Ford Credit Consolidated Revenues $ 47,185 $ 3,349 $ 50,534 Total costs and expenses 46,151 2,825 48,976 Operating income/(loss) 1,034 524 1,558 Interest expense on Company debt excluding Ford Credit 321 — 321 Other income/(loss), net 466 94 560 Equity in net income/(loss) of affiliated companies 8 13 21 Income/(Loss) before income taxes 1,187 631 1,818 Provision for/(Benefit from) income taxes (695) 65 (630) Net income/(loss) 1,882 566 2,448 Less: Income/(Loss) attributable to noncontrolling interests 1 — 1 Net income/(loss) attributable to Ford Motor Company $ 1,881 $ 566 $ 2,447 For the period ended September 30, 2025 First Nine Months Company excluding Ford Credit Ford Credit Consolidated Revenues $ 131,550 $ 9,827 $ 141,377 Total costs and expenses 130,721 8,268 138,989 Operating income/(loss) 829 1,559 2,388 Interest expense on Company debt excluding Ford Credit 906 — 906 Other income/(loss), net 1,372 261 1,633 Equity in net income/(loss) of affiliated companies (171) 36 (135) Income/(Loss) before income taxes 1,124 1,856 2,980 Provision for/(Benefit from) income taxes (235) 323 88 Net income/(loss) 1,359 1,533 2,892 Less: Income/(Loss) attributable to noncontrolling interests 10 — 10 Net income/(loss) attributable to Ford Motor Company $ 1,349 $ 1,533 $ 2,882 63 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Selected Balance Sheet Information. The following tables provide supplemental balance sheet information (in millions): September 30, 2025 Assets Company excluding Ford Credit Ford Credit Eliminations Consolidated Cash and cash equivalents $ 18,024 $ 8,764 $ — $ 26,788 Marketable securities 14,647 753 — 15,400 Ford Credit finance receivables, net — 48,214 — 48,214 Trade and other receivables, net 8,267 10,932 — 19,199 Inventories 16,509 — — 16,509 Other assets 3,330 1,280 — 4,610 Receivable from other segments 1,032 2,263 (3,295) — Total current assets 61,809 72,206 (3,295) 130,720 Ford Credit finance receivables, net — 60,147 — 60,147 Net investment in operating leases 2,066 24,979 — 27,045 Net property 44,400 335 — 44,735 Equity in net assets of affiliated companies 5,227 132 — 5,359 Deferred income taxes 17,721 475 — 18,196 Other assets 12,503 2,285 — 14,788 Receivable from other segments 84 — (84) — Total assets $ 143,810 $ 160,559 $ (3,379) $ 300,990 Liabilities Payables $ 26,953 $ 915 $ — $ 27,868 Other liabilities and deferred revenue 28,613 2,539 — 31,152 Debt payable within one year 3,918 53,710 — 57,628 Payable to other segments 3,295 — (3,295) — Total current liabilities 62,779 57,164 (3,295) 116,648 Other liabilities and deferred revenue 29,451 1,510 — 30,961 Long-term debt 17,857 86,455 — 104,312 Deferred income taxes 1,023 629 — 1,652 Payable to other segments — 84 (84) — Total liabilities $ 111,110 $ 145,842 $ (3,379) $ 253,573 64 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Selected Cash Flow Information. The following tables provide supplemental cash flow information (in millions): For the period ended September 30, 2025 First Nine Months Cash flows from operating activities Company excluding Ford Credit Ford Credit Eliminations Consolidated Net income/(loss) $ 1,359 $ 1,533 $ — $ 2,892 Depreciation and tooling amortization 3,847 1,875 — 5,722 Other amortization 40 (1,422) — (1,382) Provision for credit and insurance losses 2 475 — 477 Pension and OPEB expense/(income) 277 — — 277 Equity method investment (earnings)/losses and impairments in excess of dividends received 313 (1) — 312 Foreign currency adjustments 84 (86) — (2) Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (37) (26) — (63) Stock compensation 394 15 — 409 Provision for/(Benefit from) deferred income taxes (768) 247 — (521) Decrease/(Increase) in finance receivables (wholesale and other) — 2,605 — 2,605 Decrease/(Increase) in intersegment receivables/payables (73) 73 — — Decrease/(Increase) in accounts receivable and other assets (3,569) (108) — (3,677) Decrease/(Increase) in inventory (705) — — (705) Increase/(Decrease) in accounts payable and accrued and other liabilities 10,360 271 — 10,631 Other 307 116 — 423 Interest supplements and residual value support to Ford Credit (2,797) 2,797 — — Net cash provided by/(used in) operating activities $ 9,034 $ 8,364 $ — $ 17,398 Cash flows from investing activities Capital spending $ (5,943) $ (88) $ — $ (6,031) Acquisitions of finance receivables and operating leases — (40,033) — (40,033) Collections of finance receivables and operating leases — 34,307 — 34,307 Purchases of marketable securities and other investments (6,892) (313) — (7,205) Sales and maturities of marketable securities and other investments 7,214 292 — 7,506 Settlements of derivatives 109 (450) — (341) Capital contributions to equity method investments (442) — — (442) Returns of capital from equity method investments 1,701 — — 1,701 Other 150 — — 150 Investing activity (to)/from other segments 1,050 — (1,050) — Net cash provided by/(used in) investing activities $ (3,053) $ (6,285) $ (1,050) $ (10,388) Cash flows from financing activities Cash payments for dividends and dividend equivalents $ (2,390) $ — $ — $ (2,390) Purchases of common stock — — — — Net changes in short-term debt 310 (716) — (406) Proceeds from issuance of long-term debt 1,372 35,607 — 36,979 Payments of long-term debt (965) (36,576) — (37,541) Other (118) (82) — (200) Financing activity to/(from) other segments — (1,050) 1,050 — Net cash provided by/(used in) financing activities $ (1,791) $ (2,817) $ 1,050 $ (3,558) Effect of exchange rate changes on cash, cash equivalents, and restricted cash $ 193 $ 249 $ — $ 442 65 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Selected Other Information. Equity. At September 30, 2025, total equity attributable to Ford was $47.4 billion, an increase of $2.6 billion compared with December 31, 2024. The detail for this change is shown below (in billions): Increase/ (Decrease) Net income/(loss) $ 2.9 Shareholder distributions (2.4) Other comprehensive income/(loss), net 1.8 Common stock issued (including share-based compensation impacts) 0.3 Total $ 2.6 U.S. Sales by Type. The following table shows third quarter 2025 U.S. sales volume and U.S. wholesales segregated by electric, hybrid, and internal combustion vehicles. U.S. sales volume represents primarily sales by dealers, sales to the government, and leases to Ford management, and is based, in part, on estimated vehicle registrations and includes medium and heavy trucks. U.S. Sales U.S. Wholesales Electric Vehicles 30,612 21,690 Hybrid Vehicles 55,177 54,040 Internal Combustion Vehicles 459,733 496,158 Total Vehicles 545,522 571,888 ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED For a discussion of recent accounting standards, see Note 2 of the Notes to the Financial Statements. 66