What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-24 · 30 added, 50 removed, 219 unchanged (27% 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’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 long-term success depends on delivering the Ford+ plan, including improving cost competitiveness;

• Ford’s products have been and could continue to 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 products and services and reduce the costs associated therewith could continue to have an adverse effect on our business;

• 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 existing or pending strategic alliances, joint ventures, acquisitions, divestitures, commercial relationships, 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;

• Failure to develop and deploy secure digital services that appeal to customers, retain existing subscribers, 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;

• Operational information systems, security systems, products, 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 manufacture of electrified products, 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 have been and could continue to 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;

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

1 unchanged sentence

• 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;

• The impact of government incentives on Ford’s business has been and could continue to 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;

2 unchanged sentences

• 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 have experienced and could continue to 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 respond to shifting consumer sentiment and competitive dynamics as a result of policy changes affecting, or otherwise to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations;

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

• 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.

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.

20 unchanged sentences

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:

4 unchanged sentences

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:

1 unchanged sentence

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.

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

• Company Adjusted Free Cash Flow (Most Comparable GAAP Measure:

3 unchanged sentences

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.

3 unchanged sentences

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

When we provide guidance for adjusted EBIT, adjusted earnings/(loss) per share, and adjusted effective tax rate, we do not provide guidance for their respective most comparable GAAP measures as those GAAP measures will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including gains and losses on pension and OPEB remeasurement, and other items that are difficult to quantify.

When we provide guidance for Company adjusted free cash flow, we do not provide guidance for its most comparable GAAP measure (net cash provided by/(used in) operating activities) as 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.

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

Non-GAAP Financial Measure Reconciliations

1 unchanged sentence

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

Third Quarter First Nine Months

2024 2025 2024 2025

First Quarter

Net income/(loss) attributable to Ford (GAAP) $ 471 $ 2,548

11 unchanged sentences

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

Third Quarter First Nine Months

2024 2025 2024 2025

First Quarter

Diluted After-Tax Results ($M)

4 unchanged sentences

Basic shares (average shares outstanding) 3,968 3,991

Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt 42 65 40 49

Net dilutive options, unvested restricted stock units, and unvested restricted stock shares 43 80

Diluted shares 4,011 4,071

4 unchanged sentences

Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate

Third Quarter First Nine Months

First Quarter

2025 2026 Memo:

9 unchanged sentences

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

First Quarter

Net cash provided by/(used in) operating activities (GAAP) $ 3,679 $ 1,316

19 unchanged sentences

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

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

For the period ended March 31, 2026

First Quarter

Company excluding Ford Credit Ford Credit Consolidated

13 unchanged sentences

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

September 30, 2025

March 31, 2026

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, 2025

First Nine Months

For the period ended March 31, 2026

First Quarter

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

24 unchanged sentences

Settlements of derivatives 134 (100) — 34

Capital contributions to equity method investments (442) — — (442)

Returns of capital from equity method investments 1,701 — — 1,701

Other (11) (1) — (12)

13 unchanged sentences

Selected Other Information.

At September 30, 2025, total equity attributable to Ford was $47.4 billion, an increase of $2.6 billion compared with December 31, 2024.

At March 31, 2026, total equity attributable to Ford was $37.5 billion, an increase of $1.5 billion compared with December 31, 2025.

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

Net income/(loss) $ 2.5

Shareholder distributions (2.4)

Shareholder distributions (a) (0.9)

Other comprehensive income/(loss), net (0.2)

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

(a) Includes cash dividends, dividend equivalents, and anti-dilutive share repurchases.

Sales by Type.

The following table shows third quarter 2025 U.S.

The following table shows first quarter 2026 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