UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~September 30, 2023

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 1-3950

Ford Motor Company

(Exact name of Registrant as specified in its charter)


Delaware		38-0549190
(State of incorporation)		(I.R.S. Employer Identification No.)

One American Road
Dearborn,	Michigan	48126
(Address of principal executive offices)		(Zip code)

313-322-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, par value $.01 per share

New York Stock Exchange

6.200% Notes due June 1, 2059

FPRB

New York Stock Exchange

6.000% Notes due December 1, 2059

FPRC

New York Stock Exchange

6.500% Notes due August 15, 2062

FPRD

New York Stock Exchange

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~April 28,~~October 23, 2023, Ford had outstanding ~~3,929,918,250~~3,932,102,361 shares of Common Stock and 70,852,076 shares of Class B Stock.

Exhibit Index begins on page 6570

FORD MOTOR COMPANY

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended ~~March 31,~~September 30, 2023


	Table of Contents	Page
	Part I - Financial Information
Item 1	Financial Statements	1
	Consolidated Statements of Cash Flows	1
	Consolidated Income Statements	2
	Consolidated Statements of Comprehensive Income	2
	Consolidated Balance Sheets	3
	Consolidated Statements of Equity	4
	Notes to the Financial Statements	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3335
	Recent Developments	35
	Results of Operations	3336
	Ford Blue Segment	3538
	Ford Model e Segment	3639
	Ford Pro Segment	3639
	Ford Next Segment	3841
	Ford Credit Segment	3942
	Corporate Other	4245
	Interest on Debt	4245
	Taxes	4245
	Liquidity and Capital Resources	4346
	Credit Ratings	5156
	Outlook	5257
	Cautionary Note on Forward-Looking Statements	5358
	Non-GAAP Financial Measures That Supplement GAAP Measures	5560
	Non-GAAP Financial Measure Reconciliations	5762
	Supplemental Information	5964
	Accounting Standards Issued But Not Yet Adopted	6267
Item 3	Quantitative and Qualitative Disclosures About Market Risk	6368
Item 4	Controls and Procedures	6368

	Part II - Other Information
Item 1	Legal Proceedings	6469
Item 5	Other Information	69
Item 6	Exhibits	6570
	Signature	6671

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

FORD MOTOR COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


		For the periods ended March 31,					For the periods ended September 30,
		2022		2023			2022		2023
		First Quarter					First Nine Months
		(unaudited)					(unaudited)
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income/(loss)	Net income/(loss)	$	(3,119)	$	1,663	Net income/(loss)	$	(3,411)	$	4,852
Depreciation and tooling amortization	Depreciation and tooling amortization	1,857		1,897		Depreciation and tooling amortization	5,669		5,678
Other amortization	Other amortization	(310)		(272)		Other amortization	(876)		(853)
(Gain)/Losses on extinguishment of debt (Note 4)						(Gain)/Losses on extinguishment of debt (Note 4)	121		—
Held-for-sale impairment charges						Held-for-sale impairment charges	32		—
Provision for/(Benefit from) credit and insurance losses	Provision for/(Benefit from) credit and insurance losses	(66)		83		Provision for/(Benefit from) credit and insurance losses	(70)		349
Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 13)	Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 13)	(213)		303		Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 13)	(595)		1,026
Equity method investment dividends received in excess of (earnings)/losses and impairments	Equity method investment dividends received in excess of (earnings)/losses and impairments	199		(7)		Equity method investment dividends received in excess of (earnings)/losses and impairments	2,975		(71)
Foreign currency adjustments	Foreign currency adjustments	32		(94)		Foreign currency adjustments	(71)		(99)
Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (Note 4)	Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (Note 4)	5,454		51		Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (Note 4)	7,365		187
Net (gain)/loss on changes in investments in affiliates (Note 4)	Net (gain)/loss on changes in investments in affiliates (Note 4)	125		(4)		Net (gain)/loss on changes in investments in affiliates (Note 4)	137		(19)
Stock compensation	Stock compensation	67		100		Stock compensation	277		350
Provision for/(Benefit from) deferred income taxes	Provision for/(Benefit from) deferred income taxes	(1,053)		17		Provision for/(Benefit from) deferred income taxes	(1,557)		(45)
Decrease/(Increase) in finance receivables (wholesale and other)	Decrease/(Increase) in finance receivables (wholesale and other)	(2,192)		(656)		Decrease/(Increase) in finance receivables (wholesale and other)	(6,601)		(1,234)
Decrease/(Increase) in accounts receivable and other assets	Decrease/(Increase) in accounts receivable and other assets	(956)		(732)		Decrease/(Increase) in accounts receivable and other assets	(2,370)		(2,965)
Decrease/(Increase) in inventory	Decrease/(Increase) in inventory	(2,755)		(1,967)		Decrease/(Increase) in inventory	(4,160)		(4,229)
Increase/(Decrease) in accounts payable and accrued and other liabilities	Increase/(Decrease) in accounts payable and accrued and other liabilities	1,714		2,323		Increase/(Decrease) in accounts payable and accrued and other liabilities	8,453		9,195
Other	Other	132		95		Other	357		304
Net cash provided by/(used in) operating activities	Net cash provided by/(used in) operating activities	(1,084)		2,800		Net cash provided by/(used in) operating activities	5,675		12,426

Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital spending	Capital spending	(1,370)		(1,780)		Capital spending	(4,801)		(5,941)
Acquisitions of finance receivables and operating leases	Acquisitions of finance receivables and operating leases	(10,278)		(12,543)		Acquisitions of finance receivables and operating leases	(32,988)		(40,162)
Collections of finance receivables and operating leases	Collections of finance receivables and operating leases	11,988		11,170		Collections of finance receivables and operating leases	35,676		33,726
Proceeds from sale of business (Note 17)						Proceeds from sale of business (Note 17)	435		—
Purchases of marketable securities and other investments	Purchases of marketable securities and other investments	(4,319)		(2,545)		Purchases of marketable securities and other investments	(14,115)		(5,899)
Sales and maturities of marketable securities and other investments	Sales and maturities of marketable securities and other investments	7,115		4,413		Sales and maturities of marketable securities and other investments	16,208		10,384
Settlements of derivatives	Settlements of derivatives	212		(41)		Settlements of derivatives	233		(207)
Capital contributions to equity method investments	Capital contributions to equity method investments	(25)		(699)		Capital contributions to equity method investments	(349)		(1,615)
Other	Other	(8)		48		Other	326		(505)
Net cash provided by/(used in) investing activities	Net cash provided by/(used in) investing activities	3,315		(1,977)		Net cash provided by/(used in) investing activities	625		(10,219)

Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Cash payments for dividends and dividend equivalents	Cash payments for dividends and dividend equivalents	(405)		(3,193)		Cash payments for dividends and dividend equivalents	(1,410)		(4,394)
Purchases of common stock	Purchases of common stock	—		—		Purchases of common stock	—		—
Net changes in short-term debt	Net changes in short-term debt	(614)		(2,211)		Net changes in short-term debt	1,650		(942)
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	12,489		13,912		Proceeds from issuance of long-term debt	32,855		36,582
Payments of long-term debt	Payments of long-term debt	(12,975)		(12,242)		Payments of long-term debt	(37,395)		(31,819)
Other	Other	(156)		(140)		Other	(244)		(226)
Net cash provided by/(used in) financing activities	Net cash provided by/(used in) financing activities	(1,661)		(3,874)		Net cash provided by/(used in) financing activities	(4,544)		(799)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(24)		70		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(772)		(114)

Net increase/(decrease) in cash, cash equivalents, and restricted cash	Net increase/(decrease) in cash, cash equivalents, and restricted cash	$	546	$	(2,981)	Net increase/(decrease) in cash, cash equivalents, and restricted cash	$	984	$	1,294

Cash, cash equivalents, and restricted cash at beginning of period (Note 7)	Cash, cash equivalents, and restricted cash at beginning of period (Note 7)	$	20,737	$	25,340	Cash, cash equivalents, and restricted cash at beginning of period (Note 7)	$	20,737	$	25,340
Net increase/(decrease) in cash, cash equivalents, and restricted cash	Net increase/(decrease) in cash, cash equivalents, and restricted cash	546		(2,981)		Net increase/(decrease) in cash, cash equivalents, and restricted cash	984		1,294
Cash, cash equivalents, and restricted cash at end of period (Note 7)	Cash, cash equivalents, and restricted cash at end of period (Note 7)	$	21,283	$	22,359	Cash, cash equivalents, and restricted cash at end of period (Note 7)	$	21,721	$	26,634

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(in millions, except per share amounts)


		For the periods ended March 31,					For the periods ended September 30,
		2022		2023						2022		2023		2022		2023
		First Quarter						Third Quarter				First Nine Months
		(unaudited)					(unaudited)
Revenues	Revenues								Revenues
Company excluding Ford Credit	Company excluding Ford Credit	$	32,195	$	39,085				Company excluding Ford Credit	$	37,205	$	41,176	$	107,334	$	122,688
Ford Credit	Ford Credit	2,281		2,389					Ford Credit	2,187		2,625		6,724		7,541
Total revenues (Note 3)	Total revenues (Note 3)	34,476		41,474					Total revenues (Note 3)	39,392		43,801		114,058		130,229

Costs and expenses	Costs and expenses								Costs and expenses
Cost of sales	Cost of sales	29,036		34,669					Cost of sales	34,354		37,548		96,581		109,688
Selling, administrative, and other expenses	Selling, administrative, and other expenses	2,740		2,506					Selling, administrative, and other expenses	2,847		2,671		8,346		7,927
Ford Credit interest, operating, and other expenses	Ford Credit interest, operating, and other expenses	1,357		2,186					Ford Credit interest, operating, and other expenses	1,687		2,453		4,416		6,911
Total costs and expenses	Total costs and expenses	33,133		39,361					Total costs and expenses	38,888		42,672		109,343		124,526
Operating income/(loss)	Operating income/(loss)	1,343		2,113					Operating income/(loss)	504		1,129		4,715		5,703
Interest expense on Company debt excluding Ford Credit	Interest expense on Company debt excluding Ford Credit	308		308					Interest expense on Company debt excluding Ford Credit	321		324		941		936
Other income/(loss), net (Note 4)	Other income/(loss), net (Note 4)	(4,850)		224					Other income/(loss), net (Note 4)	1,318		319		(5,355)		798
Equity in net income/(loss) of affiliated companies		(33)		130
Equity in net income/(loss) of affiliated companies (Note 17)									Equity in net income/(loss) of affiliated companies (Note 17)	(2,626)		263		(2,601)		269
Income/(Loss) before income taxes	Income/(Loss) before income taxes	(3,848)		2,159					Income/(Loss) before income taxes	(1,125)		1,387		(4,182)		5,834
Provision for/(Benefit from) income taxes	Provision for/(Benefit from) income taxes	(729)		496					Provision for/(Benefit from) income taxes	(195)		214		(771)		982
Net income/(loss)	Net income/(loss)	(3,119)		1,663					Net income/(loss)	(930)		1,173		(3,411)		4,852
Less: Income/(Loss) attributable to noncontrolling interests	Less: Income/(Loss) attributable to noncontrolling interests	(9)		(94)					Less: Income/(Loss) attributable to noncontrolling interests	(103)		(26)		(141)		(21)
Net income/(loss) attributable to Ford Motor Company	Net income/(loss) attributable to Ford Motor Company	$	(3,110)	$	1,757				Net income/(loss) attributable to Ford Motor Company	$	(827)	$	1,199	$	(3,270)	$	4,873

EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6)	EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6)					EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6)
Basic income/(loss)	Basic income/(loss)	$	(0.78)	$	0.44				Basic income/(loss)	$	(0.21)	$	0.30	$	(0.81)	$	1.22
Diluted income/(loss)	Diluted income/(loss)	(0.78)		0.44					Diluted income/(loss)	(0.21)		0.30		(0.81)		1.21

Weighted-average shares used in computation of earnings/(loss) per share	Weighted-average shares used in computation of earnings/(loss) per share								Weighted-average shares used in computation of earnings/(loss) per share
Basic shares	Basic shares	4,008		3,990					Basic shares	4,021		4,004		4,017		3,999
Diluted shares	Diluted shares	4,008		4,029					Diluted shares	4,021		4,050		4,017		4,040

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


		For the periods ended March 31,				For the periods ended September 30,
		2022		2023					2022		2023		2022		2023
		First Quarter					Third Quarter				First Nine Months
		(unaudited)				(unaudited)
Net income/(loss)	Net income/(loss)	$	(3,119)	$	1,663			Net income/(loss)	$	(930)	$	1,173	$	(3,411)	$	4,852
Other comprehensive income/(loss), net of tax (Note 18)	Other comprehensive income/(loss), net of tax (Note 18)							Other comprehensive income/(loss), net of tax (Note 18)
Foreign currency translation	Foreign currency translation	146		493				Foreign currency translation	(949)		(371)		(1,821)		400
Marketable securities	Marketable securities	(253)		110				Marketable securities	(148)		28		(484)		94
Derivative instruments	Derivative instruments	144		(55)				Derivative instruments	367		325		417		(99)
Pension and other postretirement benefits	Pension and other postretirement benefits	8		3				Pension and other postretirement benefits	13		7		33		13
Total other comprehensive income/(loss), net of tax	Total other comprehensive income/(loss), net of tax	45		551				Total other comprehensive income/(loss), net of tax	(717)		(11)		(1,855)		408
Comprehensive income/(loss)	Comprehensive income/(loss)	(3,074)		2,214				Comprehensive income/(loss)	(1,647)		1,162		(5,266)		5,260
Less: Comprehensive income/(loss) attributable to noncontrolling interests	Less: Comprehensive income/(loss) attributable to noncontrolling interests	(9)		(94)				Less: Comprehensive income/(loss) attributable to noncontrolling interests	(100)		(28)		(142)		(19)
Comprehensive income/(loss) attributable to Ford Motor Company	Comprehensive income/(loss) attributable to Ford Motor Company	$	(3,065)	$	2,308			Comprehensive income/(loss) attributable to Ford Motor Company	$	(1,547)	$	1,190	$	(5,124)	$	5,279

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents (Note 7)	Cash and cash equivalents (Note 7)	$	25,134	$	22,144	Cash and cash equivalents (Note 7)	$	25,134	$	26,427
Marketable securities (Note 7)	Marketable securities (Note 7)	18,936		17,369		Marketable securities (Note 7)	18,936		14,688
Ford Credit finance receivables, net of allowance for credit losses of $255 and $261 (Note 8)		38,720		40,350
Trade and other receivables, less allowances of $105 and $93		15,729		14,920
Ford Credit finance receivables, net of allowance for credit losses of $255 and $257 (Note 8)						Ford Credit finance receivables, net of allowance for credit losses of $255 and $257 (Note 8)	38,720		42,572
Trade and other receivables, less allowances of $105 and $149						Trade and other receivables, less allowances of $105 and $149	15,729		15,129
Inventories (Note 9)	Inventories (Note 9)	14,080		16,212		Inventories (Note 9)	14,080		18,326
Other assets	Other assets	3,877		4,128		Other assets	3,877		4,219
Total current assets	Total current assets	116,476		115,123		Total current assets	116,476		121,361
Ford Credit finance receivables, net of allowance for credit losses of $590 and $609 (Note 8)		49,903		51,084
Ford Credit finance receivables, net of allowance for credit losses of $590 and $619 (Note 8)						Ford Credit finance receivables, net of allowance for credit losses of $590 and $619 (Note 8)	49,903		53,434
Net investment in operating leases	Net investment in operating leases	22,772		22,008		Net investment in operating leases	22,772		21,415
Net property	Net property	37,265		37,970		Net property	37,265		39,370
Equity in net assets of affiliated companies	Equity in net assets of affiliated companies	2,798		3,448		Equity in net assets of affiliated companies	2,798		4,403
Deferred income taxes	Deferred income taxes	15,552		15,572		Deferred income taxes	15,552		15,662
Other assets	Other assets	11,118		11,595		Other assets	11,118		12,428
Total assets	Total assets	$	255,884	$	256,800	Total assets	$	255,884	$	268,073

LIABILITIES	LIABILITIES					LIABILITIES
Payables	Payables	$	25,605	$	26,028	Payables	$	25,605	$	27,813
Other liabilities and deferred revenue (Note 12 and Note 20)	Other liabilities and deferred revenue (Note 12 and Note 20)	21,097		21,827		Other liabilities and deferred revenue (Note 12 and Note 20)	21,097		23,817
Debt payable within one year (Note 14)	Debt payable within one year (Note 14)					Debt payable within one year (Note 14)
Company excluding Ford Credit	Company excluding Ford Credit	730		522		Company excluding Ford Credit	730		437
Ford Credit	Ford Credit	49,434		47,528		Ford Credit	49,434		48,201

Total current liabilities	Total current liabilities	96,866		95,905		Total current liabilities	96,866		100,268
Other liabilities and deferred revenue (Note 12 and Note 20)	Other liabilities and deferred revenue (Note 12 and Note 20)	25,497		25,908		Other liabilities and deferred revenue (Note 12 and Note 20)	25,497		27,851
Long-term debt (Note 14)	Long-term debt (Note 14)					Long-term debt (Note 14)
Company excluding Ford Credit	Company excluding Ford Credit	19,200		19,190		Company excluding Ford Credit	19,200		19,333
Ford Credit	Ford Credit	69,605		72,052		Ford Credit	69,605		74,691
Deferred income taxes	Deferred income taxes	1,549		1,548		Deferred income taxes	1,549		1,654
Total liabilities	Total liabilities	212,717		214,603		Total liabilities	212,717		223,797

EQUITY	EQUITY					EQUITY
Common Stock, par value $0.01 per share (4,082 million shares issued of 6 billion authorized)		41		41
Common Stock, par value $0.01 per share (4,084 million shares issued of 6 billion authorized)						Common Stock, par value $0.01 per share (4,084 million shares issued of 6 billion authorized)	41		41
Class B Stock, par value $0.01 per share (71 million shares issued of 530 million authorized)	Class B Stock, par value $0.01 per share (71 million shares issued of 530 million authorized)	1		1		Class B Stock, par value $0.01 per share (71 million shares issued of 530 million authorized)	1		1
Capital in excess of par value of stock	Capital in excess of par value of stock	22,832		22,889		Capital in excess of par value of stock	22,832		23,032
Retained earnings	Retained earnings	31,754		30,270		Retained earnings	31,754		32,169
Accumulated other comprehensive income/(loss) (Note 18)	Accumulated other comprehensive income/(loss) (Note 18)	(9,339)		(8,788)		Accumulated other comprehensive income/(loss) (Note 18)	(9,339)		(8,933)
Treasury stock	Treasury stock	(2,047)		(2,047)		Treasury stock	(2,047)		(2,047)
Total equity attributable to Ford Motor Company	Total equity attributable to Ford Motor Company	43,242		42,366		Total equity attributable to Ford Motor Company	43,242		44,263
Equity attributable to noncontrolling interests	Equity attributable to noncontrolling interests	(75)		(169)		Equity attributable to noncontrolling interests	(75)		13
Total equity	Total equity	43,167		42,197		Total equity	43,167		44,276
Total liabilities and equity	Total liabilities and equity	$	255,884	$	256,800	Total liabilities and equity	$	255,884	$	268,073


The following table includes assets to be used to settle liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheets above.	The following table includes assets to be used to settle liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheets above.					The following table includes assets to be used to settle liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheets above.
		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	2,274	$	2,438	Cash and cash equivalents	$	2,274	$	2,348
Ford Credit finance receivables, net	Ford Credit finance receivables, net	49,142		50,454		Ford Credit finance receivables, net	49,142		51,805
Net investment in operating leases	Net investment in operating leases	12,545		9,472		Net investment in operating leases	12,545		10,563
Other assets	Other assets	264		162		Other assets	264		215
LIABILITIES	LIABILITIES					LIABILITIES
Other liabilities and deferred revenue	Other liabilities and deferred revenue	$	2	$	3	Other liabilities and deferred revenue	$	2	$	—
Debt	Debt	45,451		45,758		Debt	45,451		46,664

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, unaudited)


		Equity Attributable to Ford Motor Company																	Equity Attributable to Ford Motor Company
		Capital Stock		Cap. in Excess of Par Value of Stock		Retained Earnings		Accumulated Other Comprehensive Income/(Loss) (Note 18)		Treasury Stock		Total		Equity Attributable to Non-controlling Interests		Total Equity			Capital Stock		Cap. in Excess of Par Value of Stock		Retained Earnings		Accumulated Other Comprehensive Income/(Loss) (Note 18)		Treasury Stock		Total		Equity Attributable to Non-controlling Interests		Total Equity
Balance at December 31, 2021	Balance at December 31, 2021	$	41	$	22,611	$	35,769	$	(8,339)	$	(1,563)	$	48,519	$	103	$	48,622	Balance at December 31, 2021	$	41	$	22,611	$	35,769	$	(8,339)	$	(1,563)	$	48,519	$	103	$	48,622
Net income/(loss)	Net income/(loss)	—		—		(3,110)		—		—		(3,110)		(9)		(3,119)		Net income/(loss)	—		—		(3,110)		—		—		(3,110)		(9)		(3,119)
Other comprehensive income/(loss), net	Other comprehensive income/(loss), net	—		—		—		45		—		45		—		45		Other comprehensive income/(loss), net	—		—		—		45		—		45		—		45
Common Stock issued (a)	Common Stock issued (a)	1		(61)		—		—		—		(60)		—		(60)		Common Stock issued (a)	1		(61)		—		—		—		(60)		—		(60)
Treasury stock/other	Treasury stock/other	—		—		—		—		(1)		(1)		5		4		Treasury stock/other	—		—		—		—		(1)		(1)		5		4
Dividends and dividend equivalents declared ($0.10 per share) (b)	Dividends and dividend equivalents declared ($0.10 per share) (b)	—		—		(408)		—		—		(408)		—		(408)		Dividends and dividend equivalents declared ($0.10 per share) (b)	—		—		(408)		—		—		(408)		—		(408)
Balance at March 31, 2022	Balance at March 31, 2022	$	42	$	22,550	$	32,251	$	(8,294)	$	(1,564)	$	44,985	$	99	$	45,084	Balance at March 31, 2022	$	42	$	22,550	$	32,251	$	(8,294)	$	(1,564)	$	44,985	$	99	$	45,084

Net income/(loss)																		Net income/(loss)	—		—		667		—		—		667		(29)		638
Other comprehensive income/(loss), net																		Other comprehensive income/(loss), net	—		—		—		(1,179)		—		(1,179)		(4)		(1,183)
Common Stock issued (a)																		Common Stock issued (a)	—		103		—		—		—		103		—		103
Treasury stock/other																		Treasury stock/other	—		—		—		—		—		—		2		2
Dividends and dividend equivalents declared ($0.10 per share) (b)																		Dividends and dividend equivalents declared ($0.10 per share) (b)	—		—		(407)		—		—		(407)		—		(407)
Balance at June 30, 2022																		Balance at June 30, 2022	$	42	$	22,653	$	32,511	$	(9,473)	$	(1,564)	$	44,169	$	68	$	44,237
Net income/(loss)																		Net income/(loss)	—		—		(827)		—		—		(827)		(103)		(930)
Other comprehensive income/(loss), net																		Other comprehensive income/(loss), net	—		—		—		(720)		—		(720)		3		(717)
Common stock issued (a)																		Common stock issued (a)	—		115		—		—		—		115		—		115
Treasury stock/other																		Treasury stock/other	—		—		—		—		—		—		(4)		(4)
Dividends and dividend equivalents declared ($0.15 per share) (b)																		Dividends and dividend equivalents declared ($0.15 per share) (b)	—		—		(612)		—		—		(612)		—		(612)
Balance at September 30, 2022																		Balance at September 30, 2022	$	42	$	22,768	$	31,072	$	(10,193)	$	(1,564)	$	42,125	$	(36)	$	42,089

Balance at December 31, 2022	Balance at December 31, 2022	$	42	$	22,832	$	31,754	$	(9,339)	$	(2,047)	$	43,242	$	(75)	$	43,167	Balance at December 31, 2022	$	42	$	22,832	$	31,754	$	(9,339)	$	(2,047)	$	43,242	$	(75)	$	43,167
Net income/(loss)	Net income/(loss)	—		—		1,757		—		—		1,757		(94)		1,663		Net income/(loss)	—		—		1,757		—		—		1,757		(94)		1,663
Other comprehensive income/(loss), net	Other comprehensive income/(loss), net	—		—		—		551		—		551		—		551		Other comprehensive income/(loss), net	—		—		—		551		—		551		—		551
Common Stock issued (a)	Common Stock issued (a)	—		57		—		—		—		57		—		57		Common Stock issued (a)	—		57		—		—		—		57		—		57
Treasury stock/other	Treasury stock/other	—		—		—		—		—		—		—		—		Treasury stock/other	—		—		—		—		—		—		—		—
Dividends and dividend equivalents declared ($0.80 per share) (b)	Dividends and dividend equivalents declared ($0.80 per share) (b)	—		—		(3,241)		—		—		(3,241)		—		(3,241)		Dividends and dividend equivalents declared ($0.80 per share) (b)	—		—		(3,241)		—		—		(3,241)		—		(3,241)
Balance at March 31, 2023	Balance at March 31, 2023	$	42	$	22,889	$	30,270	$	(8,788)	$	(2,047)	$	42,366	$	(169)	$	42,197	Balance at March 31, 2023	$	42	$	22,889	$	30,270	$	(8,788)	$	(2,047)	$	42,366	$	(169)	$	42,197

Net income/(loss)																		Net income/(loss)	—		—		1,917		—		—		1,917		99		2,016
Other comprehensive income/(loss), net																		Other comprehensive income/(loss), net	—		—		—		(136)		—		(136)		4		(132)
Common Stock issued (a)																		Common Stock issued (a)	—		140		—		—		—		140		—		140
Treasury stock/other																		Treasury stock/other	—		—		—		—		—		—		(5)		(5)
Dividends and dividend equivalents declared ($0.15 per share) (b)																		Dividends and dividend equivalents declared ($0.15 per share) (b)	—		—		(610)		—		—		(610)		—		(610)
Balance at June 30, 2023																		Balance at June 30, 2023	$	42	$	23,029	$	31,577	$	(8,924)	$	(2,047)	$	43,677	$	(71)	$	43,606
Net income/(loss)																		Net income/(loss)	—		—		1,199		—		—		1,199		(26)		1,173
Other comprehensive income/(loss), net																		Other comprehensive income/(loss), net	—		—		—		(9)		—		(9)		(2)		(11)
Common stock issued (a)																		Common stock issued (a)	—		115		—		—		—		115		—		115
Treasury stock/other																		Treasury stock/other	—		(112)		—		—		—		(112)		112		—
Dividends and dividend equivalents declared ($0.15 per share) (b)																		Dividends and dividend equivalents declared ($0.15 per share) (b)	—		—		(607)		—		—		(607)		—		(607)
Balance at September 30, 2023																		Balance at September 30, 2023	$	42	$	23,032	$	32,169	$	(8,933)	$	(2,047)	$	44,263	$	13	$	44,276

__________

(a)Includes impact of share-based compensation.

(b)Dividends and dividend equivalents declared for Common and Class B Stock. ~~On February 2,~~In the first quarter of 2023, ~~we declared~~in addition to a regular dividend of $0.15 per share, ~~and~~we declared a supplemental dividend of $0.65 per share.

The accompanying notes are part of the consolidated financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

Table of Contents


Footnote		Page
Note 1	Presentation	6
Note 2	New Accounting Standards	6
Note 3	Revenue	7
Note 4	Other Income/(Loss)	89
Note 5	Income Taxes	89
Note 6	Capital Stock and Earnings/(Loss) Per Share	89
Note 7	Cash, Cash Equivalents, and Marketable Securities	910
Note 8	Ford Credit Finance Receivables and Allowance for Credit Losses	1213
Note 9	Inventories	1617
Note 10	Other Investments	1617
Note 11	Goodwill	1617
Note 12	Other Liabilities and Deferred Revenue	1718
Note 13	Retirement Benefits	1819
Note 14	Debt	1920
Note 15	Derivative Financial Instruments and Hedging Activities	2021
Note 16	Employee Separation Actions and Exit and Disposal Activities	2223
Note 17	Acquisitions and Divestitures	2324
Note 18	Accumulated Other Comprehensive Income/(Loss)	2426
Note 19	Variable Interest Entities	2527
Note 20	Commitments and Contingencies	2628
Note 21	Segment Information	2931

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. PRESENTATION

For purposes of this report, “Ford,” the “Company,” “we,” “our,” “us,” or similar references mean Ford Motor Company, our consolidated subsidiaries, and our consolidated VIEs of which we are the primary beneficiary, unless the context requires otherwise. We also make reference to Ford Motor Credit Company LLC, herein referenced to as Ford Credit. Our consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

In the opinion of management, these unaudited financial statements ~~reflect~~include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of our results of operations and financial condition for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Reference should be made to the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K Report”).

NOTE 2. NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards

Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures.Effective January 1, 2023, we adopted the new standard, which eliminates the troubled debt recognition and measurement guidance and requires disclosure of current period gross charge-offs by year of origination (vintage disclosure). Adoption of the new standard did not have a material impact to our consolidated financial statements or financial statement disclosures.

ASU 2022-04, Liabilities – Supplier Finance Programs, Disclosure of Supplier Finance Program Obligations. Effective January 1, 2023, we adopted the new standard, which requires that entities that use supplier finance programs disclose information about the nature and potential magnitude of the programs, activity during the period, and changes from period to period.

Financial institutions participate in a supply chain finance (“SCF”) program that enables our suppliers, at their sole discretion, to sell their Ford receivables (i.e., our payment obligations to the suppliers) to the financial institutions on a non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary inclusion of invoices in the SCF program has no bearing on our payment terms, the amounts we pay, or our liquidity. 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 March 31, 2023, the~~The outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions, reported in Payables, was ~~$265 million.~~$253 million and $236 million at December 31, 2022 and September 30, 2023, respectively. The amount settled through the SCF program during the third quarter and first ~~quarter~~nine months of 2023 was ~~$452 million.~~$465 million and $1.4 billion, respectively.

We also adopted the following ASUs during 2023, none of which had a material impact to our consolidated financial statements or financial statement disclosures:


ASU		Effective Date
2022-01	Derivatives and Hedging – Fair Value Hedging – Portfolio Layer Hedging	January 1, 2023
2022-03	Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions	January 1, 2023
2018-12	Targeted Improvements to the Accounting for Long Duration Contracts (and related amendments)	January 1, 2023
2023-03	Amendments to SEC Paragraphs Pursuant to SEC Bulletins & Announcements	July 14, 2023
2023-04	Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121	August 3, 2023

Accounting Standards Issued But Not Yet Adopted

ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE

The following tables disaggregate our revenue by major source for the periods ended ~~March 31~~September 30 (in millions):


		First Quarter 2022								Third Quarter 2022
		Company excluding Ford Credit			Ford Credit		Consolidated			Company excluding Ford Credit		Ford Credit		Consolidated
Vehicles, parts, and accessories	Vehicles, parts, and accessories	$	30,991		$	—	$	30,991	Vehicles, parts, and accessories	$	36,111	$	—	$	36,111
Used vehicles	Used vehicles	429			—		429		Used vehicles	378		—		378
Services and other revenue (a)	Services and other revenue (a)	722			19		741		Services and other revenue (a)	664		13		677
Revenues from sales and services	Revenues from sales and services	32,142			19		32,161		Revenues from sales and services	37,153		13		37,166

Leasing income	Leasing income	53			1,211		1,264		Leasing income	52		1,123		1,175
Financing income	Financing income	—			1,040		1,040		Financing income	—		1,037		1,037
Insurance income	Insurance income	—			11		11		Insurance income	—		14		14
Total revenues	Total revenues	$	32,195		$	2,281	$	34,476	Total revenues	$	37,205	$	2,187	$	39,392

		First Quarter 2023								Third Quarter 2023
		Company excluding Ford Credit			Ford Credit		Consolidated			Company excluding Ford Credit		Ford Credit		Consolidated
Vehicles, parts, and accessories	Vehicles, parts, and accessories	$	37,927		$	—	$	37,927	Vehicles, parts, and accessories	$	39,916	$	—	$	39,916
Used vehicles	Used vehicles	469			—		469		Used vehicles	482		—		482
Services and other revenue (a)	Services and other revenue (a)	645			17		662		Services and other revenue (a)	733		20		753
Revenues from sales and services	Revenues from sales and services	39,041			17		39,058		Revenues from sales and services	41,131		20		41,151

Leasing income	Leasing income	44			1,049		1,093		Leasing income	45		1,017		1,062
Financing income	Financing income	—			1,301		1,301		Financing income	—		1,563		1,563
Insurance income	Insurance income	—			22		22		Insurance income	—		25		25
Total revenues	Total revenues	$	39,085		$	2,389	$	41,474	Total revenues	$	41,176	$	2,625	$	43,801

				First Nine Months 2022
										Company excluding Ford Credit		Ford Credit		Consolidated
Vehicles, parts, and accessories									Vehicles, parts, and accessories	$	103,933	$	—	$	103,933
Used vehicles									Used vehicles	1,180		—		1,180
Services and other revenue (a)									Services and other revenue (a)	2,063		84		2,147
Revenues from sales and services									Revenues from sales and services	107,176		84		107,260

Leasing income									Leasing income	158		3,500		3,658
Financing income									Financing income	—		3,103		3,103
Insurance income									Insurance income	—		37		37
Total revenues									Total revenues	$	107,334	$	6,724	$	114,058

										First Nine Months 2023
										Company excluding Ford Credit		Ford Credit		Consolidated
Vehicles, parts, and accessories									Vehicles, parts, and accessories	$	119,084	$	—	$	119,084
Used vehicles									Used vehicles	1,408		—		1,408
Services and other revenue (a)									Services and other revenue (a)	2,061		86		2,147
Revenues from sales and services									Revenues from sales and services	122,553		86		122,639

Leasing income									Leasing income	135		3,095		3,230
Financing income									Financing income	—		4,290		4,290
Insurance income									Insurance income	—		70		70
Total revenues									Total revenues	$	122,688	$	7,541	$	130,229

__________

(a)Includes extended service contract revenue.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE (Continued)

The amount of consideration we receive and revenue we recognize on our vehicles, parts, and accessories varies with changes in return rights and marketing incentives we offer to our customers and their customers. Estimates of marketing incentives are based on expected retail and fleet sales volumes, mix of products to be sold, and incentive programs to be offered. Customer acceptance of products and programs, as well as other market conditions, will impact these estimates. As a result of changes in our estimate of marketing incentives, we recorded ~~an increase of $211 million in the first quarter of 2022 and~~ a ~~decrease of $178 million in the first quarter of 2023~~de minimis adjustment related to revenue recognized in prior ~~periods.~~periods during both the third quarter of 2022 and 2023.

We had a balance of $4.4 billion and ~~$4.5~~$4.7 billion of unearned revenue associated primarily with outstanding extended service contracts reported in Other liabilities and deferred revenue at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. We expect to recognize approximately ~~$1.1 billion~~$400 million of the unearned amount in the remainder of 2023, ~~$1.2~~$1.4 billion in 2024, and ~~$2.2~~$2.9 billion thereafter. We recognized ~~$365~~$343 million and ~~$380~~$385 million of unearned amounts from prior years as revenue during the ~~first~~third quarter of 2022 and 2023, ~~respectively.~~respectively, and $1.1 billion during both the first nine months of 2022 and 2023.

Amounts paid to dealers to obtain extended service contracts are deferred and recorded as Other assets. We had a balance of $315 million and ~~$324~~$317 million in deferred costs as of December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. We recognized $22 million and $26 million of amortization during the third quarter of 2022 and 2023, respectively, and $66 million and $77 million in the first ~~quarter~~nine months of 2022 and 2023, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4. OTHER INCOME/(LOSS)

The amounts included in Other income/(loss), net for the periods ended ~~March 31~~September 30 were as follows (in millions):


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Net periodic pension and OPEB income/(cost), excluding service cost (Note 13)	Net periodic pension and OPEB income/(cost), excluding service cost (Note 13)	$	459	$	(165)		Net periodic pension and OPEB income/(cost), excluding service cost (Note 13)	$	431	$	(273)	$	1,320	$	(605)
Investment-related interest income	Investment-related interest income	61		348			Investment-related interest income	181		414		331		1,134
Interest income/(expense) on income taxes	Interest income/(expense) on income taxes	5		(4)			Interest income/(expense) on income taxes	1		(6)		8		(12)
Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other investments (a)	Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other investments (a)	(5,454)		(51)			Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other investments (a)	609		(24)		(7,365)		(187)
Gains/(Losses) on changes in investments in affiliates	Gains/(Losses) on changes in investments in affiliates	(125)		4			Gains/(Losses) on changes in investments in affiliates	9		2		(137)		19

Gains/(Losses) on extinguishment of debt							Gains/(Losses) on extinguishment of debt	(135)		—		(121)		—
Royalty income	Royalty income	144		103			Royalty income	118		124		373		354
Other	Other	60		(11)			Other	104		82		236		95
Total	Total	$	(4,850)	$	224		Total	$	1,318	$	319	$	(5,355)	$	798

__________

(a) Includes a ~~$5.4 billion loss and a $25~~$646 million ~~loss~~gain on our Rivian investment in the third quarter of 2022 and a $7.3 billion loss and a $31 million loss in the first ~~quarter~~nine months of 2022 and 2023, respectively.

NOTE 5. INCOME TAXES

For interim tax reporting, we estimate one single effective tax rate for tax jurisdictions not subject to a valuation allowance, which is applied to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

NOTE 6. CAPITAL STOCK AND EARNINGS/(LOSS) PER SHARE

Earnings/(Loss) Per Share Attributable to Ford Motor Company Common and Class B Stock

Basic and diluted earnings/(loss) per share were calculated using the following (in millions):


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Net income/(loss) attributable to Ford Motor Company	Net income/(loss) attributable to Ford Motor Company	$	(3,110)	$	1,757		Net income/(loss) attributable to Ford Motor Company	$	(827)	$	1,199	$	(3,270)	$	4,873

Basic and Diluted Shares	Basic and Diluted Shares						Basic and Diluted Shares
Basic shares (average shares outstanding)	Basic shares (average shares outstanding)	4,008		3,990			Basic shares (average shares outstanding)	4,021		4,004		4,017		3,999
Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt (a)	Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt (a)	—		39			Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt (a)	—		46		—		41
Diluted shares	Diluted shares	4,008		4,029			Diluted shares	4,021		4,050		4,017		4,040

__________

(a) In the third quarter and first ~~quarter~~nine months of 2022, there were 5638 million and 42 million shares, respectively, excluded from the calculation of diluted earnings/(loss) per share, due to their anti-dilutive effect.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

The fair values of cash, cash equivalents, and marketable securities measured at fair value on a recurring basis were as follows (in millions):


			December 31, 2022								December 31, 2022
		Fair Value Level	Company excluding Ford Credit		Ford Credit		Consolidated			Fair Value Level	Company excluding Ford Credit		Ford Credit		Consolidated
Cash and cash equivalents	Cash and cash equivalents								Cash and cash equivalents
U.S. government	U.S. government	1	$	3,295	$	1,045	$	4,340	U.S. government	1	$	3,295	$	1,045	$	4,340
U.S. government agencies	U.S. government agencies	2	2,245		150		2,395		U.S. government agencies	2	2,245		150		2,395
Non-U.S. government and agencies	Non-U.S. government and agencies	2	1,048		199		1,247		Non-U.S. government and agencies	2	1,048		199		1,247
Other cash equivalents	Other cash equivalents	2	10		—		10		Other cash equivalents	2	10		—		10
Corporate debt	Corporate debt	2	593		792		1,385		Corporate debt	2	593		792		1,385
Total marketable securities classified as cash equivalents	Total marketable securities classified as cash equivalents		7,191		2,186		9,377		Total marketable securities classified as cash equivalents		7,191		2,186		9,377
Cash, time deposits, and money market funds	Cash, time deposits, and money market funds		7,550		8,207		15,757		Cash, time deposits, and money market funds		7,550		8,207		15,757
Total cash and cash equivalents	Total cash and cash equivalents		$	14,741	$	10,393	$	25,134	Total cash and cash equivalents		$	14,741	$	10,393	$	25,134

Marketable securities	Marketable securities								Marketable securities
U.S. government	U.S. government	1	$	4,947	$	187	$	5,134	U.S. government	1	$	4,947	$	187	$	5,134
U.S. government agencies	U.S. government agencies	2	2,641		221		2,862		U.S. government agencies	2	2,641		221		2,862
Non-U.S. government and agencies	Non-U.S. government and agencies	2	2,625		658		3,283		Non-U.S. government and agencies	2	2,625		658		3,283
Corporate debt	Corporate debt	2	6,755		266		7,021		Corporate debt	2	6,755		266		7,021
Equities (a)	Equities (a)	1	223		—		223		Equities (a)	1	223		—		223
Other marketable securities	Other marketable securities	2	252		161		413		Other marketable securities	2	252		161		413
Total marketable securities	Total marketable securities		$	17,443	$	1,493	$	18,936	Total marketable securities		$	17,443	$	1,493	$	18,936

Restricted cash	Restricted cash		$	79	$	127	$	206	Restricted cash		$	79	$	127	$	206

			March 31, 2023								September 30, 2023
		Fair Value Level	Company excluding Ford Credit		Ford Credit		Consolidated			Fair Value Level	Company excluding Ford Credit		Ford Credit		Consolidated
Cash and cash equivalents	Cash and cash equivalents								Cash and cash equivalents
U.S. government	U.S. government	1	$	1,958	$	1,183	$	3,141	U.S. government	1	$	3,019	$	2,111	$	5,130
U.S. government agencies	U.S. government agencies	2	2,320		1,045		3,365		U.S. government agencies	2	3,148		100		3,248
Non-U.S. government and agencies	Non-U.S. government and agencies	2	150		70		220		Non-U.S. government and agencies	2	673		280		953
Other cash equivalents		2	—		—		—
Corporate debt	Corporate debt	2	68		439		507		Corporate debt	2	889		659		1,548
Total marketable securities classified as cash equivalents	Total marketable securities classified as cash equivalents		4,496		2,737		7,233		Total marketable securities classified as cash equivalents		7,729		3,150		10,879
Cash, time deposits, and money market funds	Cash, time deposits, and money market funds		8,333		6,578		14,911		Cash, time deposits, and money market funds		8,047		7,501		15,548
Total cash and cash equivalents	Total cash and cash equivalents		$	12,829	$	9,315	$	22,144	Total cash and cash equivalents		$	15,776	$	10,651	$	26,427

Marketable securities	Marketable securities								Marketable securities
U.S. government	U.S. government	1	$	4,605	$	173	$	4,778	U.S. government	1	$	4,022	$	274	$	4,296
U.S. government agencies	U.S. government agencies	2	2,300		270		2,570		U.S. government agencies	2	1,645		223		1,868
Non-U.S. government and agencies	Non-U.S. government and agencies	2	2,245		548		2,793		Non-U.S. government and agencies	2	2,242		549		2,791
Corporate debt	Corporate debt	2	6,212		421		6,633		Corporate debt	2	4,951		269		5,220
Equities (a)	Equities (a)	1	182		—		182		Equities (a)	1	23		—		23
Other marketable securities	Other marketable securities	2	250		163		413		Other marketable securities	2	341		149		490
Total marketable securities	Total marketable securities		$	15,794	$	1,575	$	17,369	Total marketable securities		$	13,224	$	1,464	$	14,688

Restricted cash	Restricted cash		$	82	$	133	$	215	Restricted cash		$	83	$	124	$	207

__________

(a)Includes $194 million and $147 million of Rivian common shares valued at $18.43 and $15.48 per share as of December 31, 2022 and March 31, 2023, respectively. In the first quarter of 2023, we sold 1 million of our Rivian common shares for about $21.6 million in total proceeds. Net unrealized gains/losses recognized during full year 2022 and the first ~~quarter~~nine months of 2023 on all equity securities held at December 31, 2022 and ~~March 31,~~September 30, 2023 were a $968 million loss and a ~~$22~~$6 million loss, respectively.

~~Item 1. Financial Statements (Continued)~~

~~FORD MOTOR COMPANY AND SUBSIDIARIES~~

~~NOTES TO THE FINANCIAL STATEMENTS~~

~~NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES~~ ~~(Continued)~~

~~The cash equivalents and marketable securities accounted for as available-for-sale (“AFS”) securities were as follows (in millions):~~

December 31, 2022
Fair Value of Securities with
Contractual Maturities
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through
5 Years After 5 Years
Company excluding Ford Credit
U.S. government $ 4,797 $ 1 $ (145) $ 4,653 $ 1,008 $ 3,645 $ —
U.S. government agencies 2,508 — (119) 2,389 1,244 1,109 36
Non-U.S. government and agencies 2,248 — (132) 2,116 294 1,810 12
Corporate debt 7,511 6 (197) 7,320 3,117 4,195 8
Other marketable securities 246 — (9) 237 — 181 56
Total $ 17,310 $ 7 $ (602) $ 16,715 $ 5,663 $ 10,940 $ 112

March 31, 2023
Fair Value of Securities with
Contractual Maturities
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through
5 Years After 5 Years
Company excluding Ford Credit
U.S. government $ 4,557 $ 8 $ (109) $ 4,456 $ 1,058 $ 3,387 $ 11
U.S. government agencies 2,338 — (94) 2,244 1,122 1,104 18
Non-U.S. government and agencies 2,320 2 (105) 2,217 407 1,798 12
Corporate debt 6,399 13 (157) 6,255 2,007 4,247 1
Other marketable securities 233 — (7) 226 — 170 56
Total $ 15,847 $ 23 $ (472) $ 15,398 $ 4,594 $ 10,706 $ 98

~~Sales proceeds and gross realized gains/losses from the sale of AFS securities for the periods ended March 31 were as follows (in millions):~~

First Quarter
2022 2023
Company excluding Ford Credit
Sales proceeds $ 4,004 $ 1,163
Gross realized gains 6 1
Gross realized losses 6 12

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)

The cash equivalents and marketable securities accounted for as available-for-sale (“AFS”) securities were as follows (in millions):


	December 31, 2022
									Fair Value of Securities with Contractual Maturities
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Within 1 Year		After 1 Year through 5 Years		After 5 Years
Company excluding Ford Credit
U.S. government	$	4,797	$	1	$	(145)	$	4,653	$	1,008	$	3,645	$	—
U.S. government agencies	2,508		—		(119)		2,389		1,244		1,109		36
Non-U.S. government and agencies	2,248		—		(132)		2,116		294		1,810		12
Corporate debt	7,511		6		(197)		7,320		3,117		4,195		8
Other marketable securities	246		—		(9)		237		—		181		56
Total	$	17,310	$	7	$	(602)	$	16,715	$	5,663	$	10,940	$	112

	September 30, 2023
									Fair Value of Securities with Contractual Maturities
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Within 1 Year		After 1 Year through 5 Years		After 5 Years
Company excluding Ford Credit
U.S. government	$	4,073	$	—	$	(119)	$	3,954	$	1,787	$	2,158	$	9
U.S. government agencies	1,728		—		(90)		1,638		511		1,108		19
Non-U.S. government and agencies	2,173		—		(108)		2,065		762		1,291		12
Corporate debt	5,958		1		(149)		5,810		1,536		4,257		17
Other marketable securities	314		—		(6)		308		—		247		61
Total	$	14,246	$	1	$	(472)	$	13,775	$	4,596	$	9,061	$	118

Sales proceeds and gross realized gains/losses from the sale of AFS securities for the periods ended September 30 were as follows (in millions):


	Third Quarter				First Nine Months
	2022		2023		2022		2023
Company excluding Ford Credit
Sales proceeds	$	692	$	506	$	5,814	$	2,384
Gross realized gains	—		—		7		1
Gross realized losses	5		6		20		27

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)

The present fair values and gross unrealized losses for cash equivalents and marketable securities accounted for as AFS securities that were in an unrealized loss position, aggregated by investment category and the length of time that individual securities have been in a continuous loss position, were as follows (in millions):


		December 31, 2022													December 31, 2022
		Less than 1 Year				1 Year or Greater				Total					Less than 1 Year				1 Year or Greater				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Company excluding Ford Credit	Company excluding Ford Credit													Company excluding Ford Credit
U.S. government	U.S. government	$	2,860	$	(52)	$	1,570	$	(93)	$	4,430	$	(145)	U.S. government	$	2,860	$	(52)	$	1,570	$	(93)	$	4,430	$	(145)
U.S. government agencies	U.S. government agencies	707		(14)		1,658		(105)		2,365		(119)		U.S. government agencies	707		(14)		1,658		(105)		2,365		(119)
Non-U.S. government and agencies	Non-U.S. government and agencies	751		(23)		1,271		(109)		2,022		(132)		Non-U.S. government and agencies	751		(23)		1,271		(109)		2,022		(132)
Corporate debt	Corporate debt	4,571		(79)		1,737		(118)		6,308		(197)		Corporate debt	4,571		(79)		1,737		(118)		6,308		(197)
Other marketable securities	Other marketable securities	123		(4)		108		(5)		231		(9)		Other marketable securities	123		(4)		108		(5)		231		(9)
Total	Total	$	9,012	$	(172)	$	6,344	$	(430)	$	15,356	$	(602)	Total	$	9,012	$	(172)	$	6,344	$	(430)	$	15,356	$	(602)

		March 31, 2023													September 30, 2023
		Less than 1 Year				1 Year or Greater				Total					Less than 1 Year				1 Year or Greater				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Company excluding Ford Credit	Company excluding Ford Credit													Company excluding Ford Credit
U.S. government	U.S. government	$	1,825	$	(22)	$	1,684	$	(87)	$	3,509	$	(109)	U.S. government	$	1,014	$	(19)	$	2,939	$	(100)	$	3,953	$	(119)
U.S. government agencies	U.S. government agencies	465		(3)		1,658		(91)		2,123		(94)		U.S. government agencies	290		(3)		1,348		(87)		1,638		(90)
Non-U.S. government and agencies	Non-U.S. government and agencies	276		(4)		1,685		(101)		1,961		(105)		Non-U.S. government and agencies	304		(4)		1,760		(104)		2,064		(108)
Corporate debt	Corporate debt	3,152		(50)		2,012		(107)		5,164		(157)		Corporate debt	3,000		(31)		2,644		(118)		5,644		(149)
Other marketable securities	Other marketable securities	107		(3)		101		(4)		208		(7)		Other marketable securities	161		(1)		140		(5)		301		(6)
Total	Total	$	5,825	$	(82)	$	7,140	$	(390)	$	12,965	$	(472)	Total	$	4,769	$	(58)	$	8,831	$	(414)	$	13,600	$	(472)

We determine credit losses on AFS debt securities using the specific identification method. During the first ~~quarter~~nine months of 2023, we did not recognize any credit loss. The unrealized losses on securities are due to changes in interest rates and market liquidity.

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash, as reported in the consolidated statements of cash flows, were as follows (in millions):


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Cash and cash equivalents	Cash and cash equivalents	$	25,134	$	22,144	Cash and cash equivalents	$	25,134	$	26,427
Restricted cash (a)	Restricted cash (a)	206		215		Restricted cash (a)	206		207

Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	25,340	$	22,359	Total cash, cash equivalents, and restricted cash	$	25,340	$	26,634

__________

(a)Included in Other assetsin the non-current assets section of our consolidated balance sheets.

1112

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

Ford Credit manages finance receivables as “consumer” and “non-consumer” portfolios. The receivables are generally secured by the vehicles, inventory, or other property being financed.

Finance receivables are recorded at the time of origination or purchase at fair value and are subsequently reported at amortized cost, net of any allowance for credit losses.

For all finance receivables, Ford Credit defines “past due” as any payment, including principal and interest, that is at least 31 days past the contractual due date.

Ford Credit finance receivables, net were as follows (in millions):


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Consumer	Consumer					Consumer
Retail installment contracts, gross	Retail installment contracts, gross	$	66,954	$	68,259	Retail installment contracts, gross	$	66,954	$	71,134
Finance leases, gross	Finance leases, gross	6,765		6,990		Finance leases, gross	6,765		7,339
Retail financing, gross	Retail financing, gross	73,719		75,249		Retail financing, gross	73,719		78,473
Unearned interest supplements	Unearned interest supplements	(2,305)		(2,435)		Unearned interest supplements	(2,305)		(2,967)
Consumer finance receivables	Consumer finance receivables	71,414		72,814		Consumer finance receivables	71,414		75,506
Non-Consumer	Non-Consumer					Non-Consumer
Dealer financing	Dealer financing	18,054		19,490		Dealer financing	18,054		21,376
Non-Consumer finance receivables	Non-Consumer finance receivables	18,054		19,490		Non-Consumer finance receivables	18,054		21,376
Total recorded investment	Total recorded investment	$	89,468	$	92,304	Total recorded investment	$	89,468	$	96,882

Recorded investment in finance receivables	Recorded investment in finance receivables	$	89,468	$	92,304	Recorded investment in finance receivables	$	89,468	$	96,882
Allowance for credit losses	Allowance for credit losses	(845)		(870)		Allowance for credit losses	(845)		(876)
Total finance receivables, net	Total finance receivables, net	$	88,623	$	91,434	Total finance receivables, net	$	88,623	$	96,006

Current portion	Current portion	$	38,720	$	40,350	Current portion	$	38,720	$	42,572
Non-current portion	Non-current portion	49,903		51,084		Non-current portion	49,903		53,434
Total finance receivables, net	Total finance receivables, net	$	88,623	$	91,434	Total finance receivables, net	$	88,623	$	96,006

Net finance receivables subject to fair value (a)	Net finance receivables subject to fair value (a)	$	82,200	$	84,812	Net finance receivables subject to fair value (a)	$	82,200	$	89,078
Fair value (b)	Fair value (b)	79,521		82,966		Fair value (b)	79,521		86,812

__________

(a)Net finance receivables subject to fair value exclude finance leases.

(b)The fair value of finance receivables is categorized within Level 3 of the fair value hierarchy.

Ford Credit’s finance leases are comprised of sales-type and direct financing leases. Financing revenue from finance leases for the ~~first~~third quarter of 2022 and 2023 was ~~$77~~$73 million and ~~$83~~$102 million, respectively, and for the first nine months of 2022 and 2023 was $223 million and $276 million, respectively, and is included in Ford Credit revenues on our consolidated income statements.

At December 31, 2022 and ~~March 31,~~September 30, 2023, accrued interest was $187 million and ~~$198~~$245 million, respectively, which we report in Other assets in the current assets section of our consolidated balance sheets.

Included in the recorded investment in finance receivables at December 31, 2022 and ~~March 31,~~September 30, 2023, were consumer receivables of $43.9 billion and ~~$43.9~~$45.2 billion, respectively, and non-consumer receivables of $18.2 billion and ~~$17.6~~$17.7 billion, respectively, (including Ford Blue, Ford Model e, and Ford Pro receivables sold to Ford Credit, which we report in Trade and other receivables) that have been sold for legal purposes in securitization transactions but continue to be reported in our consolidated financial statements. The receivables are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions; they are not available to pay the other obligations or the claims of Ford Credit’s other creditors. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions.

1213

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

Credit Quality

Consumer Portfolio. Credit quality ratings for consumer receivables are based on Ford Credit’s aging analysis. Consumer receivables credit quality ratings are as follows:

•Pass – current to 60 days past due;

•Special Mention – 61 to 120 days past due and in intensified collection status; and

•Substandard – greater than 120 days past due and for which the uncollectible portion of the receivables has already been charged off, as measured using the fair value of collateral less costs to sell.

The credit quality analysis of consumer receivables at December 31, 2022 was as follows (in millions):


	Amortized Cost Basis by Origination Year
	Prior to 2018		2018		2019		2020		2021		2022		Total		Percent
Consumer
31 - 60 days past due	$	41	$	60	$	91	$	181	$	150	$	126	$	649	0.9	%
61 - 120 days past due	9		12		20		39		40		29		149		0.2
Greater than 120 days past due	9		4		5		7		7		6		38		0.1
Total past due	59		76		116		227		197		161		836		1.2
Current	883		2,563		6,137		13,844		18,357		28,794		70,578		98.8
Total	$	942	$	2,639	$	6,253	$	14,071	$	18,554	$	28,955	$	71,414	100.0	%

The credit quality analysis of consumer receivables at ~~March 31,~~September 30, 2023 was as follows (in millions):


		Amortized Cost Basis by Origination Year																	Amortized Cost Basis by Origination Year
		Prior to 2019		2019		2020		2021		2022		2023		Total		Percent			Prior to 2019		2019		2020		2021		2022		2023		Total		Percent
Consumer	Consumer																	Consumer
31 - 60 days past due	31 - 60 days past due	$	75	$	72	$	149	$	135	$	150	$	10	$	591	0.8	%	31 - 60 days past due	$	50	$	58	$	140	$	129	$	172	$	96	$	645	0.9	%
61 - 120 days past due	61 - 120 days past due	11		13		28		30		36		1		119		0.2		61 - 120 days past due	9		12		30		35		50		28		164		0.2
Greater than 120 days past due	Greater than 120 days past due	12		4		8		10		6		—		40		—		Greater than 120 days past due	8		4		6		10		10		3		41		—
Total past due	Total past due	98		89		185		175		192		11		750		1.0		Total past due	67		74		176		174		232		127		850		1.1
Current	Current	2,574		5,065		12,184		16,542		26,921		8,778		72,064		99.0		Current	1,296		3,090		8,787		12,867		22,254		26,362		74,656		98.9
Total	Total	$	2,672	$	5,154	$	12,369	$	16,717	$	27,113	$	8,789	$	72,814	100.0	%	Total	$	1,363	$	3,164	$	8,963	$	13,041	$	22,486	$	26,489	$	75,506	100.0	%

Gross charge-offs	Gross charge-offs	$	17	$	12	$	23	$	22	$	22	$	—	$	96			Gross charge-offs	$	38	$	30	$	55	$	61	$	81	$	14	$	279

Non-Consumer Portfolio. The credit quality of dealer financing receivables is evaluated based on Ford Credit’s internal dealer risk rating analysis. Ford Credit uses a proprietary model to assign each dealer a risk rating. This model uses historical dealer performance data to identify key factors about a dealer that are considered most significant in predicting a dealer’s ability to meet its financial obligations. Ford Credit also considers numerous other financial and qualitative factors of the dealer’s operations, including capitalization and leverage, liquidity and cash flow, profitability, and credit history with Ford Credit and other creditors.

Dealers are assigned to one of four groups according to risk ratings as follows:

•Group I – strong to superior financial metrics;

•Group II – fair to favorable financial metrics;

•Group III – marginal to weak financial metrics; and

•Group IV – poor financial metrics, including dealers classified as uncollectible.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

The credit quality analysis of dealer financing receivables at December 31, 2022 was as follows (in millions):


	Amortized Cost Basis by Origination Year														Wholesale Loans
	Dealer Loans
	Prior to 2018		2018		2019		2020		2021		2022		Total				Total		Percent
Group I	$	402	$	148	$	35	$	67	$	185	$	224	$	1,061	$	13,888	$	14,949	82.8	%
Group II	2		21		—		5		2		42		72		2,751		2,823		15.6
Group III	—		—		—		—		—		10		10		233		243		1.4
Group IV	—		—		1		—		—		3		4		35		39		0.2
Total (a)	$	404	$	169	$	36	$	72	$	187	$	279	$	1,147	$	16,907	$	18,054	100.0	%

__________

(a)Total past due dealer financing receivables at December 31, 2022 were $9 million.

The credit quality analysis of dealer financing receivables at ~~March 31,~~September 30, 2023 was as follows (in millions):


		Amortized Cost Basis by Origination Year														Wholesale Loans											Amortized Cost Basis by Origination Year																												Wholesale Loans
		Dealer Loans																							Dealer Loans
		Prior to 2019		2019		2020		2021		2022		2023		Total				Total				Percent			Prior to 2019				2019				2020				2021				2022				2023				Total								Total			Percent
Group I	Group I	$	516	$	33	$	67	$	179	$	83	$	189	$	1,067			$	15,951			$	17,018			87.3	%	Group I	$	491			$	31			$	66			$	159			$	62			$	285			$	1,094				$	17,393		$	18,487			86.5	%
Group II	Group II	3		—		2		2		1		51		59				2,115				2,174				11.1		Group II	2				—				2				4				2				50				60				2,384			2,444				11.4
Group III	Group III	—		—		—		—		—		10		10		255				265				1.4		Group III	—				—				—				—				1				6				7				386			393			1.8
Group IV	Group IV	—		1		—		—		—		3		4		29				33				0.2		Group IV	—				1				—				—				—				2				3				49			52			0.3
Total (a)	Total (a)	$	519	$	34	$	69	$	181	$	84	$	253	$	1,140	$	18,350			$	19,490			100.0	%	Total (a)	$	493			$	32			$	68			$	163			$	65			$	343			$	1,164			$	20,212		$	21,376		100.0		%

Gross charge-offs	Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—			$	—					Gross charge-offs	$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—		$	—

__________

(a)Total past due dealer financing receivables at ~~March 31,~~September 30, 2023 were $7$4 million.

Non-Accrual of Revenue. The accrual of financing revenue is discontinued at the time a receivable is determined to be uncollectible or when it is 90 days past due. Accounts may be restored to accrual status only when a customer settles all past-due deficiency balances and future payments are reasonably assured. For receivables in non-accrual status, subsequent financing revenue is recognized only to the extent a payment is received. Payments are generally applied first to outstanding interest and then to the unpaid principal balance.

Loan Modifications. Consumer and non-consumer receivables that have a modified interest rate and/or a term extension (including receivables that were modified in reorganization proceedings pursuant to the U.S. Bankruptcy Code) are typically considered to be loan modifications. Ford Credit does not grant modifications to the principal balance of the receivables. If a receivable is modified in a reorganization proceeding, all payment requirements of the reorganization plan need to be met before remaining balances are forgiven.

The use of interest rate modifications and term extensions helps Ford Credit mitigate financial loss. Term extensions may assist in cases where Ford Credit believes the customer will recover from short-term financial difficulty and resume regularly scheduled payments. The effect of most loan modifications made to borrowers experiencing financial difficulty is included in the historical trends used to measure the allowance for credit losses. A loan modification that improves the delinquency status of a borrower reduces the probability of default, which results in a lower allowance for credit losses. At ~~March 31,~~September 30, 2023, an insignificant portion of Ford Credit's total finance receivables portfolio had been granted a loan modification, and these modifications are generally treated as a continuation of the existing loan.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

Allowance for Credit Losses

The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in finance receivables as of the balance sheet date. The adequacy of the allowance for credit losses is assessed quarterly.

Adjustments to the allowance for credit losses are made by recording charges to Ford Credit interest, operating, and other expenses on our consolidated income statements. The uncollectible portion of a finance receivable is charged to the allowance for credit losses at the earlier of when an account is deemed to be uncollectible or when an account is 120 days delinquent, taking into consideration the financial condition of the customer or borrower, the value of the collateral, recourse to guarantors, and other factors.

Charge-offs on finance receivables include uncollected amounts related to principal, interest, late fees, and other allowable charges. Recoveries on finance receivables previously charged off as uncollectible are credited to the allowance for credit losses. In the event Ford Credit repossesses the collateral, the receivable is charged off and the collateral is recorded at its estimated fair value less costs to sell and reported in Other assets on our consolidated balance sheets.

An analysis of the allowance for credit losses related to finance receivables for the periods ended ~~March 31~~September 30 was as follows (in millions):


		First Quarter 2022						Third Quarter 2022				First Nine Months 2022
		Consumer		Non-Consumer		Total				Consumer		Non-Consumer		Total		Consumer		Non-Consumer		Total
Allowance for credit losses	Allowance for credit losses								Allowance for credit losses
Beginning balance	Beginning balance	$	903	$	22	$	925		Beginning balance	$	754	$	9	$	763	$	903	$	22	$	925
Charge-offs	Charge-offs	(62)		—		(62)			Charge-offs	(73)		—		(73)		(196)		(1)		(197)
Recoveries	Recoveries	43		1		44			Recoveries	39		1		40		126		3		129
Provision for/(Benefit from) credit losses	Provision for/(Benefit from) credit losses	(59)		(5)		(64)			Provision for/(Benefit from) credit losses	40		(1)		39		(67)		(14)		(81)
Other (a)	Other (a)	1		1		2			Other (a)	(9)		—		(9)		(15)		(1)		(16)
Ending balance	Ending balance	$	826	$	19	$	845		Ending balance	$	751	$	9	$	760	$	751	$	9	$	760


		First Quarter 2023						Third Quarter 2023				First Nine Months 2023
		Consumer		Non-Consumer		Total				Consumer		Non-Consumer		Total		Consumer		Non-Consumer		Total
Allowance for credit losses	Allowance for credit losses								Allowance for credit losses
Beginning balance	Beginning balance	$	838	$	7	$	845		Beginning balance	$	866	$	7	$	873	$	838	$	7	$	845
Charge-offs	Charge-offs	(96)		—		(96)			Charge-offs	(105)		—		(105)		(279)		—		(279)
Recoveries	Recoveries	38		1		39			Recoveries	37		—		37		113		1		114
Provision for/(Benefit from) credit losses	Provision for/(Benefit from) credit losses	78		(1)		77			Provision for/(Benefit from) credit losses	75		(1)		74		193		(2)		191
Other (a)	Other (a)	5		—		5			Other (a)	(3)		—		(3)		5		—		5
Ending balance	Ending balance	$	863	$	7	$	870		Ending balance	$	870	$	6	$	876	$	870	$	6	$	876

__________

(a) Primarily represents amounts related to translation adjustments.

During the third quarter and first ~~quarter~~nine months of 2023, the allowance for credit losses increased ~~$25~~$3 million and $31 million, respectively, driven by an increase in Ford Credit finance receivables. Net charge-offs increased from a year ago reflecting normalization from extraordinarily low levels. The impact of higher inflation and higher interest rates on future credit losses remains uncertain. Ford Credit will continue to monitor economic trends and conditions and portfolio performance and will adjust the reserve accordingly.

1516

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 9. INVENTORIES

Inventories were as follows (in millions):


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Raw materials, work-in-process, and supplies	Raw materials, work-in-process, and supplies	$	5,997	$	6,464	Raw materials, work-in-process, and supplies	$	5,997	$	6,408
Finished products	Finished products	8,083		9,748		Finished products	8,083		11,918
Total inventories	Total inventories	$	14,080	$	16,212	Total inventories	$	14,080	$	18,326

Our finished product inventory at ~~March 31,~~September 30, 2023 was higher than at December 31, ~~2022, reflecting~~2022. The increase primarily reflects higher in-plant and in-transit ~~and in-plant inventory.~~inventory, both of which include vehicles on hold for quality control.

NOTE 10. OTHER INVESTMENTS

We have investments in entities not accounted for under the equity method for which fair values are not readily available. We record these investments at cost (less impairment, if any), adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We report the carrying value of these investments in Other assets in the non-current assets section of our consolidated balance sheets. These investments were $384 million and ~~$350~~$252 million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. The cumulative net unrealized gain from adjustments related to Other Investments held at ~~March 31,~~September 30, 2023 was ~~$101~~$13 million.

NOTE 11. GOODWILL

The net carrying amount of goodwill was $603 million and ~~$609~~$597 million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively, and is reported in Other assets in the non-current assets section of our consolidated balance sheets.

1617

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 12. OTHER LIABILITIES AND DEFERRED REVENUE

Other liabilities and deferred revenue were as follows (in millions):


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Current	Current					Current
Dealer and dealers’ customer allowances and claims	Dealer and dealers’ customer allowances and claims	$	9,219	$	9,881	Dealer and dealers’ customer allowances and claims	$	9,219	$	10,636
Deferred revenue	Deferred revenue	2,404		2,582		Deferred revenue	2,404		2,754
Employee benefit plans	Employee benefit plans	2,020		1,505		Employee benefit plans	2,020		1,725
Accrued interest	Accrued interest	935		938		Accrued interest	935		1,100
Operating lease liabilities	Operating lease liabilities	404		415		Operating lease liabilities	404		473
OPEB (a)	OPEB (a)	329		328		OPEB (a)	329		329
Pension (a)	Pension (a)	196		198		Pension (a)	196		197
Other (b)	Other (b)	5,590		5,980		Other (b)	5,590		6,603
Total current other liabilities and deferred revenue	Total current other liabilities and deferred revenue	$	21,097	$	21,827	Total current other liabilities and deferred revenue	$	21,097	$	23,817
Non-current	Non-current					Non-current
Dealer and dealers’ customer allowances and claims	Dealer and dealers’ customer allowances and claims	$	6,095	$	6,538	Dealer and dealers’ customer allowances and claims	$	6,095	$	7,767
Pension (a)	Pension (a)	5,673		5,835		Pension (a)	5,673		5,967
OPEB (a)	OPEB (a)	4,130		4,069		OPEB (a)	4,130		4,055
Deferred revenue	Deferred revenue	4,883		4,835		Deferred revenue	4,883		4,938
Operating lease liabilities	Operating lease liabilities	1,101		1,201		Operating lease liabilities	1,101		1,407
Employee benefit plans	Employee benefit plans	834		829		Employee benefit plans	834		825
Other (b)	Other (b)	2,781		2,601		Other (b)	2,781		2,892
Total non-current other liabilities and deferred revenue	Total non-current other liabilities and deferred revenue	$	25,497	$	25,908	Total non-current other liabilities and deferred revenue	$	25,497	$	27,851

__________

(a)Balances at ~~March 31,~~September 30, 2023 reflect pension and OPEB liabilities at December 31, 2022, updated for: service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2022. Included in Other assets are pension assets of $5.7 billion and ~~$5.8~~$5.9 billion at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively.

(b)Includes current derivative liabilities of $1.3 billion ~~at both December 31, 2022~~ and ~~March 31, 2023. Includes~~ ~~non-current derivative liabilities~~ ~~of $1.7 billion and $1.2~~$1.4 billion at December 31, 2022 and ~~March~~September 30, 2023, respectively. Includes non-current derivative liabilities of $1.7 billion and $1.5 billion at December 31, 2022 and September 30, 2023, respectively (see Note 15).

1718

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 13. RETIREMENT BENEFITS

Defined Benefit Plans - Expense

The pre-tax net periodic benefit cost/(income) for our defined benefit pension and OPEB plans for the periods ended ~~March 31~~September 30 were as follows (in millions):


		First Quarter																Third Quarter
		Pension Benefits																Pension Benefits
		U.S. Plans					Non-U.S. Plans					Worldwide OPEB						U.S. Plans				Non-U.S. Plans				Worldwide OPEB
		2022			2023		2022			2023		2022			2023			2022		2023		2022		2023		2022		2023
Service cost	Service cost	$	125		$	72	$	111		$	61	$	10		$	5	Service cost	$	125	$	74	$	101	$	62	$	10	$	5
Interest cost	Interest cost	263			408		134			237		37			58		Interest cost	263		413		123		245		36		58
Expected return on assets	Expected return on assets	(642)			(486)		(268)			(219)		—			—		Expected return on assets	(642)		(474)		(245)		(227)		—		—
Amortization of prior service costs/(credits)	Amortization of prior service costs/(credits)	—			—		7			5		(1)			1		Amortization of prior service costs/(credits)	—		—		6		7		(1)		1
Net remeasurement (gain)/loss	Net remeasurement (gain)/loss	—			113		—			—		—			—		Net remeasurement (gain)/loss	7		176		—		(7)		—		—
Separation programs/other	Separation programs/other	4			2		7			4		—			—		Separation programs/other	9		3		11		57		1		—
Settlements and curtailments	Settlements and curtailments	—			42		—			—		—			—		Settlements and curtailments	1		20		—		1		—		—
Net periodic benefit cost/(income)	Net periodic benefit cost/(income)	$	(250)		$	151	$	(9)		$	88	$	46		$	64	Net periodic benefit cost/(income)	$	(237)	$	212	$	(4)	$	138	$	46	$	64

				First Nine Months
									Pension Benefits
									U.S. Plans					Non-U.S. Plans						Worldwide OPEB
																		2022		2023		2022		2023		2022		2023

Service cost																	Service cost	$	375	$	221	$	319	$	184	$	31	$	16
Interest cost																	Interest cost	790		1,226		390		724		110		173
Expected return on assets																	Expected return on assets	(1,927)		(1,440)		(772)		(669)		—		—
Amortization of prior service costs/(credits)																	Amortization of prior service costs/(credits)	1		—		18		17		(2)		3
Net remeasurement (gain)/loss																	Net remeasurement (gain)/loss	7		370		16		1		—		—
Separation programs/other																	Separation programs/other	20		15		28		118		—		—
Settlements and curtailments																	Settlements and curtailments	1		65		—		2		—		—
Net periodic benefit cost/(income)																	Net periodic benefit cost/(income)	$	(733)	$	457	$	(1)	$	377	$	139	$	192

The service cost component is included in Cost of sales and Selling, administrative, and other expenses. Other components of net periodic benefit cost/(income) are included in Other income/(loss), net on our consolidated income statements.

In the third quarter and first ~~quarter~~nine months of 2023, we paid lump sums for ~~one~~two of our ~~U.S.~~ pension plans, which resulted in a remeasurement losses of $169 million and $371 million, respectively, and settlement expenses of ~~$113~~$21 million and ~~$42~~$67 million, respectively.

Pension Plan Contributions

During 2023, we continue to expect to contribute between $500 million and $600 million of cash to our global funded pension plans. We also expect to make about $400 million of benefit payments to participants in unfunded plans. In the first ~~quarter~~nine months of 2023, we contributed ~~$125~~$424 million to our global funded pension plans and made ~~$99~~$301 million of benefit payments to participants in unfunded plans.

1819

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 14. DEBT

The carrying value of Company debt excluding Ford Credit and Ford Credit debt was as follows (in millions):


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Company excluding Ford Credit	Company excluding Ford Credit					Company excluding Ford Credit
Debt payable within one year	Debt payable within one year					Debt payable within one year
Short-term	Short-term	$	359	$	186	Short-term	$	359	$	284
Long-term payable within one year	Long-term payable within one year					Long-term payable within one year
Other debt		372		336
Other debt (including finance leases)						Other debt (including finance leases)	372		154
Unamortized (discount)/premium	Unamortized (discount)/premium	(1)		—		Unamortized (discount)/premium	(1)		(1)
Total debt payable within one year	Total debt payable within one year	730		522		Total debt payable within one year	730		437
Long-term debt payable after one year	Long-term debt payable after one year					Long-term debt payable after one year
Public unsecured debt securities	Public unsecured debt securities	14,935		14,935		Public unsecured debt securities	14,935		14,935
Convertible notes (a)	Convertible notes (a)	2,300		2,300		Convertible notes (a)	2,300		2,300
U.K. Export Finance Program	U.K. Export Finance Program	1,654		1,702		U.K. Export Finance Program	1,654		1,684
Other debt		682		616
Other debt (including finance leases)						Other debt (including finance leases)	682		751
Unamortized (discount)/premium	Unamortized (discount)/premium	(180)		(176)		Unamortized (discount)/premium	(180)		(160)
Unamortized issuance costs	Unamortized issuance costs	(191)		(187)		Unamortized issuance costs	(191)		(177)
Total long-term debt payable after one year	Total long-term debt payable after one year	19,200		19,190		Total long-term debt payable after one year	19,200		19,333
Total Company excluding Ford Credit	Total Company excluding Ford Credit	$	19,930	$	19,712	Total Company excluding Ford Credit	$	19,930	$	19,770
Fair value of Company debt excluding Ford Credit (b)	Fair value of Company debt excluding Ford Credit (b)	$	18,557	$	19,046	Fair value of Company debt excluding Ford Credit (b)	$	18,557	$	18,582
Ford Credit	Ford Credit					Ford Credit
Debt payable within one year	Debt payable within one year					Debt payable within one year
Short-term	Short-term	$	19,624	$	17,890	Short-term	$	19,624	$	18,811
Long-term payable within one year	Long-term payable within one year					Long-term payable within one year
Unsecured debt	Unsecured debt	7,980		10,128		Unsecured debt	7,980		10,664
Asset-backed debt	Asset-backed debt	21,839		19,502		Asset-backed debt	21,839		18,756
Unamortized (discount)/premium	Unamortized (discount)/premium	—		—		Unamortized (discount)/premium	—		—
Unamortized issuance costs	Unamortized issuance costs	(13)		(16)		Unamortized issuance costs	(13)		(14)
Fair value adjustments (c)	Fair value adjustments (c)	4		24		Fair value adjustments (c)	4		(16)
Total debt payable within one year	Total debt payable within one year	49,434		47,528		Total debt payable within one year	49,434		48,201
Long-term debt payable after one year	Long-term debt payable after one year					Long-term debt payable after one year
Unsecured debt	Unsecured debt	39,620		41,237		Unsecured debt	39,620		42,700
Asset-backed debt	Asset-backed debt	31,840		32,449		Asset-backed debt	31,840		34,046
Unamortized (discount)/premium	Unamortized (discount)/premium	23		17		Unamortized (discount)/premium	23		13
Unamortized issuance costs	Unamortized issuance costs	(184)		(209)		Unamortized issuance costs	(184)		(219)
Fair value adjustments (c)	Fair value adjustments (c)	(1,694)		(1,442)		Fair value adjustments (c)	(1,694)		(1,849)
Total long-term debt payable after one year	Total long-term debt payable after one year	69,605		72,052		Total long-term debt payable after one year	69,605		74,691
Total Ford Credit	Total Ford Credit	$	119,039	$	119,580	Total Ford Credit	$	119,039	$	122,892
Fair value of Ford Credit debt (b)	Fair value of Ford Credit debt (b)	$	117,214	$	118,688	Fair value of Ford Credit debt (b)	$	117,214	$	122,386

__________

(a)As of ~~March 31,~~September 30, 2023, each $1,000 principal amount of the notes will be convertible into ~~63.0921~~64.5755 shares of our Common Stock, which is equivalent to a conversion price of approximately ~~$15.85~~$15.49 per share. We recognized issuance cost amortization of $2 million and $5 million during ~~both~~ the third quarter and first ~~quarter~~nine months of 2022, respectively, and ~~2023.~~$2 million and $5 million during the third quarter and first nine months of 2023, respectively.

(b)At December 31, 2022 and ~~March 31,~~September 30, 2023, the fair value of debt includes $359 million and ~~$186~~$284 million of Company excluding Ford Credit short-term debt, respectively, and $16.9 billion and ~~$14.8~~$15.7 billion of Ford Credit short-term debt, respectively, carried at cost, which approximates fair value. All other debt is categorized within Level 2 of the fair value hierarchy.

(c)These adjustments are related to hedging activity and include discontinued hedging relationship adjustments of $31 million and ~~$(31)~~$(320) million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. The carrying value of hedged debt was $33.3 billion and ~~$36.5~~$37.3 billion at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

In the normal course of business, our operations are exposed to global market risks, including the effect of changes in foreign currency exchange rates, certain commodity prices, and interest rates. To manage these risks, we enter into highly effective derivative contracts. We have elected to apply hedge accounting to certain derivatives. Derivatives that are designated in hedging relationships are evaluated for effectiveness using regression analysis at the time they are designated and throughout the hedge period. Some derivatives do not qualify for hedge accounting; for others, we elect not to apply hedge accounting.

Income Effect of Derivative Financial Instruments

The gains/(losses), by hedge designation, reported in income for the periods ended ~~March 31~~September 30 were as follows (in millions):


		First Quarter				Third Quarter				First Nine Months
Cash flow hedges	Cash flow hedges	2022		2023			Cash flow hedges	2022		2023		2022		2023
Reclassified from AOCI to Cost of sales	Reclassified from AOCI to Cost of sales						Reclassified from AOCI to Cost of sales
Foreign currency exchange contracts (a)	Foreign currency exchange contracts (a)	$	(90)	$	26		Foreign currency exchange contracts (a)	$	(44)	$	21	$	(224)	$	111
Commodity contracts (b)	Commodity contracts (b)	58		(9)			Commodity contracts (b)	9		(18)		151		(42)
Fair value hedges	Fair value hedges						Fair value hedges
Interest rate contracts	Interest rate contracts						Interest rate contracts
Net interest settlements and accruals on hedging instruments	Net interest settlements and accruals on hedging instruments	76		(140)			Net interest settlements and accruals on hedging instruments	(39)		(137)		62		(407)
Fair value changes on hedging instruments	Fair value changes on hedging instruments	(986)		250			Fair value changes on hedging instruments	(600)		(219)		(1,922)		(285)
Fair value changes on hedged debt	Fair value changes on hedged debt	991		(279)			Fair value changes on hedged debt	615		210		1,991		223
Cross-currency interest rate swap contracts	Cross-currency interest rate swap contracts						Cross-currency interest rate swap contracts
Net interest settlements and accruals on hedging instruments	Net interest settlements and accruals on hedging instruments	(3)		(14)			Net interest settlements and accruals on hedging instruments	(8)		(23)		(17)		(56)
Fair value changes on hedging instruments	Fair value changes on hedging instruments	(37)		22			Fair value changes on hedging instruments	(66)		(46)		(164)		(48)
Fair value changes on hedged debt	Fair value changes on hedged debt	41		(19)			Fair value changes on hedged debt	67		44		173		47
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments						Derivatives not designated as hedging instruments
Foreign currency exchange contracts (c)	Foreign currency exchange contracts (c)	(46)		(3)			Foreign currency exchange contracts (c)	44		22		125		44
Cross-currency interest rate swap contracts	Cross-currency interest rate swap contracts	(227)		85			Cross-currency interest rate swap contracts	(494)		(137)		(1,164)		(112)
Interest rate contracts	Interest rate contracts	123		(12)			Interest rate contracts	130		28		342		125
Commodity contracts	Commodity contracts	109		(11)			Commodity contracts	(41)		(4)		(72)		(60)
Total	Total	$	9	$	(104)		Total	$	(427)	$	(259)	$	(719)	$	(460)

__________

(a)For the third quarter and first ~~quarter~~nine months of 2022, a $535 million gain and a $641 million gain, respectively, were reported in Other comprehensive income/(loss), net of tax. For the third quarter and first nine months of 2023, a ~~$128~~$372 million ~~loss~~gain and a ~~$63~~$19 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax.

(b)For the third quarter and first ~~quarter~~nine months of 2022, a $90 million loss and a $166 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax. For the third quarter and first nine months of 2023, a ~~$284~~$58 million gain and ~~an $8~~a $42 million ~~gain,~~loss, respectively, were reported in Other comprehensive income/(loss), net of tax.

(c)For the third quarter and first ~~quarter~~nine months of 2022, ~~and 2023,~~ a ~~$44~~$68 million loss and a ~~$19~~$12 million loss, respectively, were reported in Cost of sales, and a $112 million gain and a $137 million gain, respectively, were reported inOther income/(loss), net. For the third quarter and first nine months of 2023, a $37 million loss and a $14 million gain, respectively, were reported in Cost of sales, and a $2$59 million ~~loss~~gain and a ~~$22~~$30 million ~~loss,~~gain, respectively, were reported in Other income/(loss), net.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

Balance Sheet Effect of Derivative Financial Instruments

Derivative assets and liabilities are reported on our consolidated balance sheets at fair value and are presented on a gross basis. The notional amounts of the derivative instruments do not necessarily represent amounts exchanged by the parties and are not a direct measure of our financial exposure. We also enter into master agreements with counterparties that may allow for netting of exposures in the event of default or breach of the counterparty agreement. Collateral represents cash received or paid under reciprocal arrangements that we have entered into with our derivative counterparties, which we do not use to offset our derivative assets and liabilities.

The fair value of our derivative instruments and the associated notional amounts were as follows (in millions):


		December 31, 2022						March 31, 2023							December 31, 2022						September 30, 2023
		Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities			Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Cash flow hedges	Cash flow hedges													Cash flow hedges
Foreign currency exchange contracts	Foreign currency exchange contracts	$	11,536	$	376	$	52	$	16,998	$	316	$	102	Foreign currency exchange contracts	$	11,536	$	376	$	52	$	17,139	$	218	$	42
Commodity contracts	Commodity contracts	990		16		56		1,012		15		40		Commodity contracts	990		16		56		1,007		12		48
Fair value hedges	Fair value hedges													Fair value hedges
Interest rate contracts	Interest rate contracts	16,883		—		1,653		19,042		15		1,302		Interest rate contracts	16,883		—		1,653		16,821		—		1,439
Cross-currency interest rate swap contracts	Cross-currency interest rate swap contracts	885		—		161		1,421		4		135		Cross-currency interest rate swap contracts	885		—		161		2,078		—		202
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments													Derivatives not designated as hedging instruments
Foreign currency exchange contracts	Foreign currency exchange contracts	20,851		162		285		19,718		136		164		Foreign currency exchange contracts	20,851		162		285		20,654		181		115
Cross-currency interest rate swap contracts	Cross-currency interest rate swap contracts	6,635		15		653		6,115		38		528		Cross-currency interest rate swap contracts	6,635		15		653		6,396		55		515
Interest rate contracts	Interest rate contracts	63,210		931		483		57,312		753		397		Interest rate contracts	63,210		931		483		59,155		830		720
Commodity contracts	Commodity contracts	841		26		35		949		32		39		Commodity contracts	841		26		35		1,015		13		49
Total derivative financial instruments, gross (a) (b)	Total derivative financial instruments, gross (a) (b)	$	121,831	$	1,526	$	3,378	$	122,567	$	1,309	$	2,707	Total derivative financial instruments, gross (a) (b)	$	121,831	$	1,526	$	3,378	$	124,265	$	1,309	$	3,130

Current portion	Current portion			$	1,101	$	1,656			$	813	$	1,462	Current portion			$	1,101	$	1,656			$	981	$	1,650
Non-current portion	Non-current portion			425		1,722				496		1,245		Non-current portion			425		1,722				328		1,480
Total derivative financial instruments, gross	Total derivative financial instruments, gross			$	1,526	$	3,378			$	1,309	$	2,707	Total derivative financial instruments, gross			$	1,526	$	3,378			$	1,309	$	3,130

__________

(a)At December 31, 2022 and ~~March 31,~~September 30, 2023, we held collateral of $210 million and ~~$180~~$128 million, respectively, and we posted collateral of $201 million and $203 million, respectively.

(b)At December 31, 2022 and ~~March 31,~~September 30, 2023, the fair value of assets and liabilities available for counterparty netting was $451 million and ~~$438~~$512 million, ~~respectively~~. respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.

2122

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 16.EMPLOYEE SEPARATION ACTIONS AND EXIT AND DISPOSAL ACTIVITIES

We generally record costs associated with voluntary separations at the time of employee acceptance. We record costs associated with involuntary separation programs when management has approved the plan for separation, the affected employees are identified, and it is unlikely that actions required to complete the separation plan will change significantly. Costs associated with benefits that are contingent on the employee continuing to provide service are accrued over the required service period.

Company Excluding Ford Credit

Employee separation actions and exit and disposal activities include employee separation costs, facility and other asset-related charges (e.g., impairment, accelerated depreciation), dealer and supplier payments, other statutory and contractual obligations, and other expenses, which are recorded in Cost of sales and Selling, administrative, and other expenses. Below are actions that have been initiated:

•Brazil. Exited manufacturing operations in 2021 resulting in the closure of facilities in Camaçari, Taubaté, and ~~Troller~~Troller. A sale of the Taubaté plant was completed in the second quarter of 2023

•India. Ceased vehicle manufacturing in Sanand in the fourth quarter of 2021 and ceased manufacturing in Chennai in the third quarter of 2022. A sale of the Sanand vehicle assembly and powertrain plants was completed in the first quarter of 2023 (see Note 17)

•Spain. Ceased production of the Mondeo at the Valencia plant in the first quarter of 2022

•China. Ceased development of certain product programs in the first ~~quarter~~half of 2023

In addition, we are continuing to reduce our global workforce and take other restructuring actions, including the separation of salaried workers ~~primarily in Europe,~~ as announced ~~in the first quarter of~~during 2023.

The following table summarizes the activities for the periods ended ~~March 31,~~September 30, which are recorded in Other liabilities and deferred revenue (in millions):


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Beginning balance	Beginning balance	$	950	$	588		Beginning balance	$	691	$	1,277	$	950	$	588
Changes in accruals (a)	Changes in accruals (a)	66		629			Changes in accruals (a)	329		148		445		1,067
Payments	Payments	(205)		(83)			Payments	(188)		(298)		(539)		(493)
Foreign currency translation		18		(8)
Foreign currency translation and other							Foreign currency translation and other	(21)		(54)		(45)		(89)
Ending balance	Ending balance	$	829	$	1,126		Ending balance	$	811	$	1,073	$	811	$	1,073

__________

(a)Excludes pension costs of $7$11 million and $4$58 million in the third quarter of 2022 and 2023, respectively, and $27 million and $117 million in the first ~~quarter~~nine months of 2022 and 2023, respectively.

We recorded ~~$23~~$35 million and ~~$48~~$101 million in the third quarter and first ~~quarter~~nine months of 2022, respectively, for accelerated depreciation, impairment of our India assets, and other non-cash items and recognized a $38 million pre-tax net gain on sale of assets during the first nine monthsof 2022. We recorded $0 and $50 million in the third quarter and first nine months of 2023, respectively, for accelerated depreciation and other non-cash items. In addition, we recognized a ~~$32~~$4 million and $23 million pre-tax net gain on sale of assets in the third quarter and first ~~quarter~~nine months of ~~2022.~~2023, respectively.

We recorded costs of ~~$64~~$535 million and ~~$681 million~~$1.2 billion in the first ~~quarter~~nine months of 2022 and 2023, respectively, related to the actions above. We estimate that we will incur about $1.5 billion in total charges in 2023 ~~that range between $1.5 billion and $2 billion~~ related to such actions, primarily attributable to employee separations and supplier settlements. WeIn October 2023, we announced that 1,000 positions will be retained as part of a planned new technology center at our Saarlouis facility in Germany after 2025. Accordingly, we will engage in discussions with our Social Partners related to the remaining affected positions at the Saarlouis Body and Assembly Plant. Our plans for the site beyond the 1,000 positions are uncertain, and there are no existing employee benefit programs covering non-voluntary separations. Therefore, potential future charges are not included in the estimate of total charges to be incurred in 2023 but could be significant once decisions are made. In addition, we continue to review our global businesses and may take additional restructuring actions where a path to sustained profitability is not feasible when considering the capital allocation required for those businesses.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 16. EMPLOYEE SEPARATION ACTIONS AND EXIT AND DISPOSAL ACTIVITIES (Continued)

Ford Credit

Accumulated foreign currency translation losses included in Accumulated other comprehensive income/(loss) at ~~March 31,~~September 30, 2023 of $223 million are associated with Ford Credit’s investments in Brazil and Argentina that have ceased operations. We expect to reclassify these losses to income upon substantially complete liquidation of Ford Credit’s investments, which may occur over multiple reporting periods. In the first ~~quarter~~nine months of 2022, we reclassified losses of ~~$119~~$155 million to Other income/(loss), net, upon the liquidation of three investments in Brazil. ~~Although the timing for the completion of the remaining actions is uncertain, we expect the majority of losses to be recognized in 2024 or later.~~

~~Item 1. Financial Statements (Continued)~~

~~FORD MOTOR COMPANY AND SUBSIDIARIES~~

~~NOTES TO THE FINANCIAL STATEMENTS~~

NOTE 17. ACQUISITIONS AND DIVESTITURES

Company Excluding Ford Credit

Argo AI, LLC (“Argo AI”). In ~~October~~the third quarter of 2022, Ford made the strategic decision to shift our capital spending from L4 technology being developed by Argo AI to advanced L2/L3 systems, which we believe will ultimately be essential to achieve profitable commercialization of L4 autonomy at scale in the future. We determined that Argo AI no longer had value as a going concern, and as a result, we reassessed the carrying value of our investment as of September 30, 2022. Our valuation assumed an orderly conclusion of operations at Argo AI, in which the cash required to satisfy the remaining obligations would consume all of Argo AI’s remaining capital. In addition, we assessed whether Argo AI’s technology components have value in isolation, and we concluded that the cost to integrate into currently anticipated technology ecosystems would be prohibitive. Accordingly, we recorded a $2.7 billion pre-tax impairment in the third quarter of 2022. The non-cash charge was reported in Equity in net income/(loss) of affiliated companies.

In the fourth quarter of 2022, Ford and Volkswagen AG, ~~(“VW”),~~ who held equal interests that together comprised a majority ownership of Argo AI, initiated the process of exiting the joint development of highly automated driving technology (L4) through Argo AI. ~~Argo AI is in~~At December 31, 2022, the ~~process of winding down operations. The~~ carrying value of our equity method investment in Argo AI was $0, ~~at both December 31, 2022~~ and ~~March 31, 2023; in addition,~~ we had $65 million ~~and $4 million at December 31, 2022 and March 31, 2023, respectively,~~ in Other liabilities and deferred revenue related to our funding commitment for our share of Argo AI’s expenses previously incurred. Argo AI is in the process of winding down operations, and in the second quarter of 2023, we settled our expected funding commitment.

Sanand, India (“Sanand”) Plants. In the third quarter of 2022, we entered into an agreement to sell our Sanand vehicle assembly and powertrain plants to Tata Passenger Electric Mobility Limited (“Tata”), a subsidiary of Tata Motors Limited. The sale transaction included the land, buildings, and other fixed assets (excluding the powertrain machinery and equipment) for the plants. We recognized, in Cost of sales, pre-tax impairment charges of $32 million in the third quarter of 2022 to adjust the carrying value of the assets to fair value less costs to sell. We determined fair value using the market approach, based on the negotiated value of the assets. Accordingly, we reported $88 million of fixed assets for this operation as held for sale for the period ended December 31, 2022, which we report in Other assets in the current assets section of our consolidated balance sheets.

On January 10, 2023, we completed the sale of the plants to Tata. Ford ~~will continue~~continues to operate the powertrain facility by leasing back the associated land and building. As a result of the sale transaction, we derecognized the fixed assets and recognized the powertrain facility operating lease right-of-use asset and related lease liability in the first quarter of 2023. The fair value of the cash consideration received approximated the carrying value of the fixed assets at the time of sale.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 17. ACQUISITIONS AND DIVESTITURES (Continued)

Ford Romania S.R.L. (“Ford Romania”). On July 1, 2022, we completed the sale of Ford Romania, our wholly-owned Romanian manufacturing subsidiary, to Ford Otosan, a joint venture in which Ford has a 41% ownership share. The transaction resulted in deconsolidation of our Ford Romania subsidiary in the third quarter of 2022. The fair value of consideration received, consisting of cash and a note receivable, approximated the carrying value of Ford Romania at the time of sale. The Ford Romania plant in Craiova, Romania ~~will continue~~continues to manufacture Ford-branded vehicles for Ford and Ford Otosan. Ford’s portion of the output is expected to be significant; as a result, at the time of the sale there were about $100 million of assets, such as embedded leases, and related liabilities that continue to be reported as part of our financial statements.

Skinny Labs Inc., dba Spin (“Spin”). On April 1, 2022, we completed the sale of Spin, our wholly-owned micro-mobility provider, to TIER Mobility SE, a German-based micro-mobility provider, which resulted in the deconsolidation of our Spin subsidiary in the second quarter of 2022. In exchange for our shares of Spin, we received preferred equity in TIER Mobility ~~SE, which is reflected in our consolidated balance sheets in~~ ~~Other assets~~ ~~as of the second quarter of 2022. The fair value of the preferred equity approximated the carrying value of Spin at the time of the transaction.~~

SE.

2325

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 18. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

The changes in the balances for each component of accumulated other comprehensive income/(loss) attributable to Ford Motor Company for the periods ended ~~March 31~~September 30 were as follows (in millions):


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Foreign currency translation	Foreign currency translation						Foreign currency translation
Beginning balance	Beginning balance	$	(5,487)	$	(6,416)		Beginning balance	$	(6,355)	$	(5,649)	$	(5,487)	$	(6,416)
Gains/(Losses) on foreign currency translation	Gains/(Losses) on foreign currency translation	(71)		485			Gains/(Losses) on foreign currency translation	(996)		(368)		(2,063)		393
Less: Tax/(Tax benefit) (a)	Less: Tax/(Tax benefit) (a)	(96)		(10)			Less: Tax/(Tax benefit) (a)	36		(1)		5		(11)
Net gains/(losses) on foreign currency translation	Net gains/(losses) on foreign currency translation	25		495			Net gains/(losses) on foreign currency translation	(1,032)		(367)		(2,068)		404
(Gains)/Losses reclassified from AOCI to net income (b)	(Gains)/Losses reclassified from AOCI to net income (b)	121		(2)			(Gains)/Losses reclassified from AOCI to net income (b)	80		(2)		248		(6)
Other comprehensive income/(loss), net of tax		146		493
Other comprehensive income/(loss), net of tax (c)							Other comprehensive income/(loss), net of tax (c)	(952)		(369)		(1,820)		398
Ending balance	Ending balance	$	(5,341)	$	(5,923)		Ending balance	$	(7,307)	$	(6,018)	$	(7,307)	$	(6,018)

Marketable securities	Marketable securities						Marketable securities
Beginning balance	Beginning balance	$	(19)	$	(442)		Beginning balance	$	(355)	$	(376)	$	(19)	$	(442)
Gains/(Losses) on available for sale securities	Gains/(Losses) on available for sale securities	(330)		135			Gains/(Losses) on available for sale securities	(199)		30		(647)		98
Less: Tax/(Tax benefit)	Less: Tax/(Tax benefit)	(77)		33			Less: Tax/(Tax benefit)	(47)		7		(153)		24
Net gains/(losses) on available for sale securities	Net gains/(losses) on available for sale securities	(253)		102			Net gains/(losses) on available for sale securities	(152)		23		(494)		74
(Gains)/Losses reclassified from AOCI to net income	(Gains)/Losses reclassified from AOCI to net income	—		11			(Gains)/Losses reclassified from AOCI to net income	5		6		13		26
Less: Tax/(Tax benefit)	Less: Tax/(Tax benefit)	—		3			Less: Tax/(Tax benefit)	1		1		3		6
Net (gains)/losses reclassified from AOCI to net income(b)	Net (gains)/losses reclassified from AOCI to net income(b)	—		8			Net (gains)/losses reclassified from AOCI to net income(b)	4		5		10		20
Other comprehensive income/(loss), net of tax	Other comprehensive income/(loss), net of tax	(253)		110			Other comprehensive income/(loss), net of tax	(148)		28		(484)		94
Ending balance	Ending balance	$	(272)	$	(332)		Ending balance	$	(503)	$	(348)	$	(503)	$	(348)

Derivative instruments	Derivative instruments						Derivative instruments
Beginning balance	Beginning balance	$	(193)	$	129		Beginning balance	$	(143)	$	(295)	$	(193)	$	129
Gains/(Losses) on derivative instruments	Gains/(Losses) on derivative instruments	156		(55)			Gains/(Losses) on derivative instruments	445		430		475		(61)
Less: Tax/(Tax benefit)	Less: Tax/(Tax benefit)	37		(14)			Less: Tax/(Tax benefit)	105		111		112		(16)
Net gains/(losses) on derivative instruments	Net gains/(losses) on derivative instruments	119		(41)			Net gains/(losses) on derivative instruments	340		319		363		(45)
(Gains)/Losses reclassified from AOCI to net income	(Gains)/Losses reclassified from AOCI to net income	32		(17)			(Gains)/Losses reclassified from AOCI to net income	35		(3)		73		(69)
Less: Tax/(Tax benefit)	Less: Tax/(Tax benefit)	7		(3)			Less: Tax/(Tax benefit)	8		(9)		19		(15)
Net (gains)/losses reclassified from AOCI to net income ~~(c)~~(d)	Net (gains)/losses reclassified from AOCI to net income ~~(c)~~(d)	25		(14)			Net (gains)/losses reclassified from AOCI to net income ~~(c)~~(d)	27		6		54		(54)
Other comprehensive income/(loss), net of tax	Other comprehensive income/(loss), net of tax	144		(55)			Other comprehensive income/(loss), net of tax	367		325		417		(99)
Ending balance	Ending balance	$	(49)	$	74		Ending balance	$	224	$	30	$	224	$	30

Pension and other postretirement benefits	Pension and other postretirement benefits						Pension and other postretirement benefits
Beginning balance	Beginning balance	$	(2,640)	$	(2,610)		Beginning balance	$	(2,620)	$	(2,604)	$	(2,640)	$	(2,610)
Amortization and recognition of prior service costs/(credits)	Amortization and recognition of prior service costs/(credits)	6		6			Amortization and recognition of prior service costs/(credits)	5		8		17		20
Less: Tax/(Tax benefit)	Less: Tax/(Tax benefit)	1		1			Less: Tax/(Tax benefit)	1		2		4		5
Net prior service costs/(credits) reclassified from AOCI to net income	Net prior service costs/(credits) reclassified from AOCI to net income	5		5			Net prior service costs/(credits) reclassified from AOCI to net income	4		6		13		15
Translation impact on non-U.S. plans	Translation impact on non-U.S. plans	3		(2)			Translation impact on non-U.S. plans	9		1		20		(2)
Other comprehensive income/(loss), net of tax	Other comprehensive income/(loss), net of tax	8		3			Other comprehensive income/(loss), net of tax	13		7		33		13
Ending balance	Ending balance	$	(2,632)	$	(2,607)		Ending balance	$	(2,607)	$	(2,597)	$	(2,607)	$	(2,597)

Total AOCI ending balance at March 31		$	(8,294)	$	(8,788)
Total AOCI ending balance at September 30							Total AOCI ending balance at September 30	$	(10,193)	$	(8,933)	$	(10,193)	$	(8,933)

__________

(a)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future. However, we have made elections to tax certain non-U.S. operations simultaneously in U.S. tax returns, and have recorded deferred taxes for temporary differences that will reverse, independent of repatriation plans, in U.S. tax returns. Taxes or tax benefits resulting from foreign currency translation of the temporary differences are recorded in Other comprehensive income/(loss), net of tax.

(b)Reclassified to Other income/(loss), ~~net.~~net.

(c)Excludes a $3 million gain and a $1 million loss in the third quarter and first nine months of 2022, respectively, and a $2 million loss and $2 million gain in the third quarter and first nine months of 2023, respectively, related to noncontrolling interest.

(d)Reclassified to Cost of sales. During the next twelve months, we expect to reclassify existing net gains on cash flow hedges of ~~$147~~$97 million (see Note 15).

2426

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. VARIABLE INTEREST ENTITIES

Certain of our affiliates are variable interest entities in which we are not the primary beneficiary. Our maximum exposure to any potential losses associated with these unconsolidated affiliates is limited to our equity investments, accounts receivable, loans, and guarantees and was $1.0 billion and ~~$1.6~~$3.0 billion at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. Of these amounts, guarantees of $113 million at both December 31, 2022 and ~~March 31,~~September 30, 2023 related to certain obligations of our VIEs also are included in Note 20.

On July 13, 2022, Ford, SK On Co., Ltd., and SK Battery America, Inc. (a wholly owned subsidiary of SK On) completed the creation of BlueOval SK, LLC (“BOSK”), a 50/50 joint venture that will build and operate electric vehicle battery plants in Tennessee and Kentucky to supply batteries to Ford and Ford affiliates. ~~BlueOval SK~~BOSK is a variable interest entity of which we are not the primary beneficiary, and we use the equity method of accounting for our investment. As of ~~March 31,~~September 30, 2023, Ford has contributed to ~~BlueOval SK $1.3~~BOSK $2.2 billion of its agreed capital contribution of up to $6.6 billion through 2026, subject to any adjustments agreed to by the parties.

2527

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 20. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies primarily consist of guarantees and indemnifications, litigation and claims, and warranty and field service actions.

Guarantees and Indemnifications

Financial Guarantees. Financial guarantees and indemnifications are recorded at fair value at their inception. Subsequent to initial recognition, the guarantee liability is adjusted at each reporting period to reflect the current estimate of expected payments resulting from possible default events over the remaining life of the guarantee. The maximum potential payments for financial guarantees were $518 million and ~~$522~~$561 million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. The carrying value of recorded liabilities related to financial guarantees was $31 million and ~~$55~~$39 million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively.

Our financial guarantees consist of debt and lease obligations of certain joint ventures, as well as certain financial obligations of outside third parties, including suppliers, to support our business and economic growth. Expiration dates vary through 2037, and guarantees will terminate on payment and/or cancellation of the underlying obligation. A payment by us would be triggered by failure of the joint venture or other third party to fulfill its obligation covered by the guarantee. In some circumstances, we are entitled to recover from a third party amounts paid by us under the guarantee.

Non-Financial Guarantees. Non-financial guarantees and indemnifications are recorded at fair value at their inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable we will be required to perform under a guarantee or indemnity, the amount of probable payment is recorded. The maximum potential payments for non-financial guarantees were $273 million and ~~$165~~$8 million at December 31, 2022 and ~~March 31,~~September 30, 2023, respectively. The carrying value of recorded liabilities related to non-financial guarantees was $0 at both December 31, 2022 and ~~March 31,~~September 30, 2023.

Included in the ~~$165~~$8 million of maximum potential payments at ~~March 31,~~September 30, 2023 are guarantees for the resale value of vehicles sold in certain arrangements to daily rental companies. The maximum potential payment of ~~$159~~$2 million as of ~~March 31,~~September 30, 2023 represents the total proceeds we guarantee the rental company will receive on resale. Reflecting our present estimate of proceeds the rental companies will receive on resale from third parties, we do not expect we will have to pay under the guarantee.

In the ordinary course of business, we execute contracts involving indemnifications standard in the industry and indemnifications specific to a transaction, such as the sale of a business. These indemnifications might include and are not limited to claims relating to any of the following: environmental, tax, and shareholder matters; intellectual property rights; power generation contracts; governmental regulations and employment-related matters; dealer, supplier, and other commercial contractual relationships; and financial matters, such as securitizations. Performance under these indemnities generally would be triggered by a breach of contract claim brought by a counterparty, including a joint venture or alliance partner, or a third-party claim. While some of these indemnifications are limited in nature, many of them do not limit potential payment. Therefore, we are unable to estimate a maximum amount of future payments that could result from claims made under these unlimited indemnities.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 20. COMMITMENTS AND CONTINGENCIES (Continued)

Litigation and Claims

Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against us. These include, but are not limited to, matters arising out of alleged defects in our products; product warranties; governmental regulations relating to safety, emissions, and fuel economy or other matters; government incentives; tax matters, including trade and customs; alleged illegal acts resulting in fines or penalties; financial services; employment-related matters; dealer, supplier, and other contractual relationships; intellectual property rights; environmental matters; shareholder or investor matters; and financial reporting matters. Certain of the pending legal actions are, or purport to be, class actions. Some of the matters involve or may involve claims for compensatory, punitive, or antitrust or other treble damages in very large amounts, or demands for field service actions, environmental remediation programs, sanctions, loss of government incentives, assessments, or other relief, which, if granted, would require very large expenditures.

The extent of our financial exposure to these matters is difficult to estimate. Many matters do not specify a dollar amount for damages, and many others specify only a jurisdictional minimum. To the extent an amount is asserted, our historical experience suggests that in most instances the amount asserted is not a reliable indicator of the ultimate outcome.

We accrue for matters when losses are deemed probable and reasonably estimable. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood that we will prevail, and the severity of any potential loss. We reevaluate and update our accruals as matters progress over time.

For the majority of matters, which generally arise out of alleged defects in our products, we establish an accrual based on our extensive historical experience with similar matters. We do not believe there is a reasonably possible outcome materially in excess of our accrual for these matters.

For the remaining matters, where our historical experience with similar matters is of more limited value (i.e., “non-pattern matters”), we evaluate the matters primarily based on the individual facts and circumstances. For non-pattern matters, we evaluate whether there is a reasonable possibility of a material loss in excess of any accrual that can be estimated. Our estimate of reasonably possible loss in excess of our accruals for all material matters currently reflects indirect tax ~~customs,~~ and ~~regulatory~~customs matters, for which we estimate the aggregate risk to be a range of up to about $21.4 billion. In addition, we have a reasonably possible risk of loss related to supplier claims for an EV program in Europe. Because the matter is preliminary, we cannot estimate the amount of the potential loss or predict the outcome and cannot provide reasonable assurance that it will not have a material adverse effect on us.

As noted, the litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. Our assessments are based on our knowledge and experience, but the ultimate outcome of any matter could require payment substantially in excess of the amount that we have accrued and/or disclosed.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 20. COMMITMENTS AND CONTINGENCIES (Continued)

Warranty and Field Service Actions

We accrue the estimated cost of both base warranty coverages and field service actions at the time of sale. We establish our estimate of base warranty obligations using a patterned estimation model, using historical information regarding the nature, frequency, and average cost of claims for each vehicle line by model year. We establish our estimates of field service action obligations using a patterned estimation model, using historical information regarding the nature, frequency, severity, and average cost of claims for each model year. In addition, from time to time, we issue extended warranties at our expense, the estimated cost of which is accrued at the time of issuance. Warranty and field service action obligations are reported in Other liabilities and deferred revenue. We reevaluate the adequacy of our accruals on a regular basis.

We recognize the benefit from a recovery of the costs associated with our warranty and field service actions when specifics of the recovery have been agreed with our supplier and the amount of recovery is virtually certain. Recoveries are reported in Trade and other receivables, net and Other assets.

The estimate of our future warranty and field service action costs, net of estimated supplier recoveries, for the periods ended ~~March 31~~September 30 was as follows (in millions):


		First Quarter					First Nine Months
		2022		2023			2022		2023
Beginning balance	Beginning balance	$	8,451	$	9,193	Beginning balance	$	8,451	$	9,193
Payments made during the period	Payments made during the period	(984)		(990)		Payments made during the period	(3,063)		(3,481)
Changes in accrual related to warranties issued during the period	Changes in accrual related to warranties issued during the period	793		972		Changes in accrual related to warranties issued during the period	2,806		3,331
Changes in accrual related to pre-existing warranties	Changes in accrual related to pre-existing warranties	21		226		Changes in accrual related to pre-existing warranties	449		2,016
Foreign currency translation and other	Foreign currency translation and other	38		(117)		Foreign currency translation and other	(241)		(274)
Ending balance	Ending balance	$	8,319	$	9,284	Ending balance	$	8,402	$	10,785

Changes to our estimated costs are reported as changes in accrual related to pre-existing warranties in the table above. Our estimate of reasonably possible costs in excess of our accruals for material field service actions and customer satisfaction actions is a range of up to about ~~$700 million~~$1.5 billion in the aggregate.

2830

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21. SEGMENT INFORMATION

We report segment information consistent with the way our chief operating decision maker (“CODM”) evaluates the operating results and performance of the Company.

On January 1, 2023, we implemented a new operating model and reporting structure. As a result of this change, we analyze the results of our business through the following segments: Ford Blue, Ford Model e, and Ford Pro (combined, replacing the previous Automotive segment), Ford Next (previously the Mobility segment), and Ford Credit. Company adjusted earnings before interest and taxes (“EBIT”) include the financial results of these five reportable segments and Corporate Other, and net income comprises the financial results of the five reportable segments and Corporate Other, as well as Interest on Debt, Special Items, and Taxes.

Additionally, past service pension and OPEB income and expense plus related assets, previously reported in the Automotive segment, have been realigned to Corporate Other.

Prior period amounts were adjusted retrospectively to reflect each of the above changes.

Below is a description of our reportable segments and other activities.

Ford Blue Segment

Ford Blue primarily includes the sale of Ford and Lincoln internal combustion engine (“ICE”) and hybrid vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services. This segment focuses on developing Ford and Lincoln ICE and hybrid vehicles. Additionally, this segment provides hardware engineering and manufacturing capabilities to Ford Model e and manufactures vehicles on behalf of Ford Pro and, in certain cases, Ford Model e. Ford Blue also includes:

•All sales for markets not presently in scope for Ford Model e or Ford Pro (as further described below)

•In markets outside of the United States and Canada, sales to commercial, government, and rental customers of ICE and hybrid vehicles not considered core to Ford Pro

•Sales of electric vehicles (“EVs”) by our unconsolidated affiliates in China

•All sales of vehicles manufactured and sold to other OEMs

Ford Model e Segment

Ford Model e primarily includes the sale of our electric vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services. This segment focuses on developing EV and digital vehicle technologies, as well as software development. Additionally, Ford Model e provides software and connected vehicle technologies on behalf of the enterprise, and manufactures certain EVs, including for Ford Pro. Ford Model e operates in North America, Europe, and China. Ford Model e also includes EV and related sales not considered core to Ford Pro to commercial, government, and rental customers in Europe, China, and Mexico.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21. SEGMENT INFORMATION (Continued)

Ford Pro Segment

Ford Pro primarily includes the sale of Ford and Lincoln vehicles, service parts, accessories, and services for commercial, government, and rental customers. Included in this segment are sales of all core Ford Pro vehicles, such as Super Duty and the Transit range of vans in North America and Europe and all sales of Ranger in Europe. In the United States and Canada, Ford Pro also includes all vehicle sales to commercial, government, and rental customers. This segment focuses on selling ICE, hybrid, and electric vehicles, and providing digital and physical services to optimize and maintain fleets, including telematics and EV charging solutions. This segment reflects external sales of vehicles produced by Ford Blue and Ford Model e, and the costs (including intersegment markup) associated with acquiring vehicles for sale and providing services are reflected in this segment. Ford Pro operates in North America and Europe.

Ford Next Segment

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

Ford Credit Segment

The Ford Credit segment is comprised of the Ford Credit business on a consolidated basis, which is primarily vehicle-related financing and leasing activities.

Corporate Other

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending. Corporate governance expenses are primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments. These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests. Corporate Other assets include: cash, cash equivalents and marketable securities, tax related assets, defined benefit pension plan net assets, and other assets managed centrally.

Interest on Debt

Interest on Debt is presented as a separate reconciling item and consists of interest expense on Company debt excluding Ford Credit.

Special Items

Special Items are presented as a separate reconciling item. They consist of (i) pension and OPEB remeasurement gains and losses, (ii) gains and losses on investments in equity securities, (iii) significant 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, and (iv) other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities. Our management ordinarily excludes these items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources. We also report these special items separately to help investors track amounts related to these activities and to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when considering the trend of ongoing operating results.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21. SEGMENT INFORMATION (Continued)

Segment Revenue, Cost, and Asset Principles for Ford Blue, Ford Model e, and Ford Pro

External vehicle and digital services revenue is generally vehicle-specific and included in the segment responsible for the external vehicle sale. A majority of parts and accessories revenue and cost is attributed to customer sales channels or vehicle lines based on recent end customer sales and is included in the respective segment.

In the normal course of business, Ford Blue, Ford Model e, and Ford Pro transact between segments and cooperate to leverage synergies, including developing and manufacturing vehicles on behalf of another segment. When one segment produces a vehicle that is sold externally by another segment, an intersegment transaction occurs. The producing segment will report intersegment revenue to recoup the costs associated with the unit produced. This includes material cost, labor and overhead (including depreciation and amortization), inbound freight, and an intersegment markup. The intersegment markup amount is set to deliver a competitive return to the producing segment for its manufacturing and distribution service. Costs are reflected in the associated segment externally reporting the vehicle sale, as detailed in the table below:


Income Statement Elements	Examples	Segment Reporting
Costs specific to a particular vehicle	Bill of material cost and initial warranty accrual	Reported in the segment externally selling the vehicle
Costs identifiable by product line	Manufacturing and logistics costs, depreciation & amortization expense, direct research & development costs	Typically identifiable to the product line or production location. Reported in the segment externally selling the vehicle, based on relative volume
Shared costs	Selling, general & administrative expense, and ~~indirect /~~ indirect/cross product line research & development costs	Typically shared across all segments, generally based on relative volume. Certain costs clearly linked to a segment are reported in the specific segment
Intersegment markup costs for intersegment vehicle transactions	Contract manufacturing and distribution fees	Reported in the segment externally selling the vehicle, for each applicable vehicle transaction

Assets are reported in each segment, aligned to the appropriate operational responsibility. Manufacturing assets, e.g., our plants and the machinery and equipment therein, are included in our Ford Blue and Ford Model e segments. Manufacturing assets producing only, or primarily, EVs and related components are reflected in Ford Model e. Manufacturing assets that support the production of ICE and hybrid vehicles, including those producing ICE and electric in the same facility, are included in Ford Blue. Vendor tooling dedicated to producing EV parts is reported in Ford Model e. There are no Ford manufacturing ~~assets~~ or vendor tooling assets reported in Ford Pro. Regardless of the segment reporting the asset, depreciation and amortization expense is reflected on the basis of production volume and reported in the segment that reports the external vehicle sale.

Equity in net income/(loss) of affiliated companies is included in Income/(Loss) before income taxes, based primarily on which segment the entity supports or has the majority of the entity’s purchases or sales. The table below shows the segment reporting for our most significant unconsolidated entities:


Ford Blue	Ford Model e	Ford Pro
∘ Changan Ford Automobile Corporation, Ltd. (“CAF”)	∘ BlueOval SK, LLC	∘ Ford Otomotiv Sanayi Anonim Sirketi (“Ford Otosan”)
∘ Jiangling Motors Corporation, Ltd. (“JMC”)
∘ AutoAlliance (Thailand) Co., Ltd. (“AAT”)

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21. SEGMENT INFORMATION (Continued)

Key financial information for the periods ended or at ~~March 31~~September 30 was as follows (in millions):

Ford Blue Ford Model e Ford Pro Ford Next Ford Credit Corporate
Other Interest
on Debt Special Items Eliminations/Adjustments Total
First Quarter 2022
External Revenues $ 20,810 $ 972 $ 10,324 $ 84 $ 2,281 $ 5 $ — $ — $ — $ 34,476
Intersegment Revenues (a) 7,254 27 — — — — — — (7,281) —
Total Revenues $ 28,064 $ 999 $ 10,324 $ 84 $ 2,281 $ 5 $ — $ — $ (7,281) $ 34,476
Income/(Loss) before income taxes $ 1,328 $ (380) $ 491 $ (242) $ 928 $ 201 $ (308) $ (5,866) (b) $ — $ (3,848)
Equity in net income/(loss) of affiliated companies 56 (2) 85 (75) 6 1 — (104) (c) — (33)
Total assets 58,329 2,951 1,679 3,501 132,582 54,608 — — (664) (d) 252,986
Ford Blue Ford Model e Ford Pro Ford Next Ford Credit Corporate
Other Interest
on Debt Special Items Eliminations/Adjustments Total
First Quarter 2023
External Revenues $ 25,124 $ 707 $ 13,249 $ 1 $ 2,389 $ 4 $ — $ — $ — $ 41,474
Intersegment Revenues (a) 9,177 9 — — — — — — (9,186) —
Total Revenues $ 34,301 $ 716 $ 13,249 $ 1 $ 2,389 $ 4 $ — $ — $ (9,186) $ 41,474
Income/(loss) before income taxes $ 2,623 $ (722) $ 1,366 $ (44) $ 303 $ (147) $ (308) $ (912) (e) $ — $ 2,159
Equity in net income/(loss) of affiliated companies 55 (3) 117 (12) 7 — — (34) — 130
Total assets 57,990 7,242 2,668 371 138,225 52,427 — — (2,123) (d) 256,800


	Ford Blue		Ford Model e		Ford Pro		Ford Next		Ford Credit		Corporate Other		Interest on Debt		Special Items			Eliminations/Adjustments			Total
Third Quarter 2022
External revenues	$	23,824	$	1,401	$	11,961	$	11	$	2,187	$	8	$	—	$	—		$	—		$	39,392
Intersegment revenues (a)	8,923		16		—		—		—		—		—		—			(8,939)			—
Total revenues	$	32,747	$	1,417	$	11,961	$	11	$	2,187	$	8	$	—	$	—		$	(8,939)		$	39,392

Income/(Loss) before income taxes	$	1,466	$	(612)	$	402	$	(244)	$	599	$	192	$	(321)	$	(2,607)	(b)	$	—		$	(1,125)



Equity in net income/(loss) of affiliated companies	80		(4)		109		(87)		8		—		—		(2,732)		(c)	—			(2,626)

Total assets	55,897		4,407		2,139		415		127,088		57,972		—		—			(999)		(d)	246,919

Third Quarter 2023
External revenues	$	25,587	$	1,758	$	13,829	$	1	$	2,625	$	1	$	—	$	—		$	—		$	43,801
Intersegment revenues (a)	8,925		241		—		—		—		—		—		—			(9,166)			—
Total revenues	$	34,512	$	1,999	$	13,829	$	1	$	2,625	$	1	$	—	$	—		$	(9,166)		$	43,801

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



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

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

	Ford Blue		Ford Model e		Ford Pro		Ford Next		Ford Credit		Corporate Other		Interest on Debt		Special Items			Eliminations/Adjustments			Total
First Nine Months 2022
External revenues	$	68,468	$	3,693	$	35,033	$	120	$	6,724	$	20	$	—	$	—		$	—		$	114,058
Intersegment revenues (a)	25,879		93		—		—		—		—		—		—			(25,972)			—
Total revenues	$	94,347	$	3,786	$	35,033	$	120	$	6,724	$	20	$	—	$	—		$	(25,972)		$	114,058

Income/(Loss) before income taxes	$	5,298	$	(1,502)	$	1,772	$	(707)	$	2,466	$	524	$	(941)	$	(11,092)	(b)	$	—		$	(4,182)
Equity in net income/(loss) of affiliated companies	212		(9)		278		(245)		18		1		—		(2,856)		(c)	—			(2,601)

First Nine Months 2023
External revenues	$	75,713	$	4,299	$	42,667	$	2	$	7,541	$	7	$	—	$	—		$	—		$	130,229
Intersegment revenues (a)	28,308		422		—		—		—		—		—		—			(28,730)			—
Total revenues	$	104,021	$	4,721	$	42,667	$	2	$	7,541	$	7	$	—	$	—		$	(28,730)		$	130,229

Income/(loss) before income taxes	$	6,649	$	(3,131)	$	5,411	$	(87)	$	1,051	$	(530)	$	(936)	$	(2,593)	(e)	$	—		$	5,834
Equity in net income/(loss) of affiliated companies	249		(15)		456		(23)		23		1		—		(422)		(f)	—			269

__________

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

(b)Primarily reflects gains/(losses) on our Rivian investment and the impairment of our Argo AI equity method investment.

(c)Primarily reflects the ~~full~~ impairment of our ~~Ford Sollers Netherlands B.V. (the parent company of our joint venture in Russia)~~Argo AI equity method ~~investment, resulting from the ongoing regulatory and economic uncertainty in Russia.~~investment.

(d)Primarily includes eliminations of intersegment transactions occurring in the ordinary course of business.

(e)Primarily reflects restructuring actions, ~~in Europe and China and~~ mark-to-market adjustments for our global pension and OPEB ~~plans.~~plans, and an accrual for the Transit Connect customs matter.

(f)

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

3234

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RECENT DEVELOPMENTS

UAW and Unifor

On September 14, 2023, our collective bargaining agreement with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) in the United States expired. Following the expiration of the agreement, negotiations with the UAW continued; however, UAW strikes at our Michigan Assembly Plant (where we produce the Ranger and Bronco), Chicago Assembly Plant (where we produce the Explorer and Aviator), and Kentucky Truck Plant (where we produce the Super Duty, Expedition, and Navigator) led to the cessation of production at those facilities and impacted operations at additional Ford plants that support or rely on the production operations at the three strike locations. In the third quarter of 2023, the UAW strike had an adjusted EBIT impact of about $100 million.

Although a tentative agreement has been reached with the UAW, it is still subject to union ratification. As a result, the ultimate impact on our business, including our suppliers, remains uncertain and could have a substantial adverse effect on our financial results for full-year 2023. Overall, we expect the unit impact from the strike for Ford as of October 26, 2023 to be around 80,000 units, which would reduce 2023 adjusted EBIT by about $1.3 billion. See Item 1A. Risk Factors in our 2022 Form 10-K Report and as updated by our subsequent filings with the SEC for additional discussion of the risks related to production disruptions.

In addition, based on the tentative agreement that has been reached with the UAW, we expect to have a significant increase in labor costs through the life of the contract.

On September 24, 2023, Unifor-represented employees in Canada ratified a new three-year collective bargaining agreement with Ford.

Electric Vehicle Market

Although we continue to invest significant capital in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which may lead us to adjust our spending and/or production to better match the pace of electric vehicle adoption. As a result of the lower-than-anticipated adoption rates, we accrued about $0.2 billion of charges in the third quarter of 2023 and may continue to incur charges, which could be substantial, for payments to our electric vehicle-related suppliers (battery, raw material, and otherwise). Typically, our supplier contracts are annual commitments; however, in certain instances, we have entered into long-term offtake agreements and other purchase contracts to acquire materials necessary for the production of our electric vehicles. In instances where a contract is unable to be restructured or an alternate purchaser is unable to be found, Ford, rather than our suppliers, bears the risks associated with lower-than-expected electric vehicle production volumes that reduce the need for those materials. For additional information on our offtake agreements, see the Liquidity and Capital Resources section below.

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

See Item 1A. Risk Factors in our 2022 Form 10-K Report and as updated by our subsequent filings with the SEC for a discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

Supply Chain

We have received and continue to receive claims from our supply base related to inflationary pressure and production disruption. Upon receipt, we evaluate those claims, and, in certain circumstances, in order to ensure continuity of supply and mitigate the impact on our production, have made payments to our suppliers, sometimes under duress. We continue to reevaluate our supply base and sourcing decisions and may in the future incur charges to improve flexibility and cost competitiveness.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

RESULTS OF OPERATIONS

In the ~~first~~third quarter of 2023, the net income attributable to Ford Motor Company was ~~$1,757~~$1,199 million, and Company adjusted EBIT was ~~$3,379~~$2,198 million.

Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT. These items are discussed in more detail in Note 21 of the Notes to the Financial Statements. We report special items separately to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when considering the trend of ongoing operating results. Our pre-tax and tax special items were as follows (in millions):


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Restructuring
Restructuring (by Geography)							Restructuring (by Geography)
China							China	$	(17)	$	(126)	$	(37)	$	(881)
Europe	Europe	$	(22)	$	(370)		Europe	(12)		(42)		(61)		(463)
China		—		(309)
Ford Credit - Brazil	Ford Credit - Brazil	(119)		—			Ford Credit - Brazil	—		—		(155)		—
Other		(36)		12
Other (a)							Other (a)	(362)		33		(466)		(114)
Subtotal Restructuring	Subtotal Restructuring	$	(177)	$	(667)		Subtotal Restructuring	$	(391)	$	(135)	$	(719)	$	(1,458)
Pension and OPEB Gain/(Loss)	Pension and OPEB Gain/(Loss)						Pension and OPEB Gain/(Loss)
Pension and OPEB remeasurement	Pension and OPEB remeasurement	$	—	$	(113)		Pension and OPEB remeasurement	$	(7)	$	(169)	$	(23)	$	(371)
Pension settlements and curtailments	Pension settlements and curtailments	—		(46)			Pension settlements and curtailments	—		(79)		—		(184)
Subtotal Pension and OPEB Gain/(Loss)	Subtotal Pension and OPEB Gain/(Loss)	$	—	$	(159)		Subtotal Pension and OPEB Gain/(Loss)	$	(7)	$	(248)	$	(23)	$	(555)
Other Items	Other Items						Other Items
Gain/(loss) on Rivian investment	Gain/(loss) on Rivian investment	$	(5,449)	$	(25)		Gain/(loss) on Rivian investment	$	646	$	—	$	(7,250)	$	(31)
AV strategy including Argo impairment							AV strategy including Argo impairment	(2,708)		—		(2,708)		—
Transit Connect customs matter							Transit Connect customs matter	—		(96)		—		(396)
Russia suspension of operations/asset write-off	Russia suspension of operations/asset write-off	(138)		—			Russia suspension of operations/asset write-off	2		—		(130)		—
Patent matters related to prior calendar years	Patent matters related to prior calendar years	(135)		—			Patent matters related to prior calendar years	—		—		(121)		8
Other		33		(61)
Other (including gains/(losses) on investments)							Other (including gains/(losses) on investments)	(149)		(8)		(141)		(161)
Subtotal Other Items	Subtotal Other Items	$	(5,689)	$	(86)		Subtotal Other Items	$	(2,209)	$	(104)	$	(10,350)	$	(580)
Total EBIT Special Items	Total EBIT Special Items	$	(5,866)	$	(912)		Total EBIT Special Items	$	(2,607)	$	(487)	$	(11,092)	$	(2,593)

Provision for/(Benefit from) tax special items (a)		$	(1,192)	$	(144)
Provision for/(Benefit from) tax special items (b)							Provision for/(Benefit from) tax special items (b)	$	(544)	$	(87)	$	(2,273)	$	(408)

__________

(a)Includes $180 million and $175 million in the third quarter of 2022 and $210 million and $250 million in the first nine months of 2022 of North America and India restructuring charges, respectively.

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

We recorded ~~$912~~$487 million of pre-tax special item charges in the ~~first~~third quarter of 2023, driven primarily by pension and OPEB remeasurement, restructuring actions in ~~Europe~~China, and ~~China.~~the Transit Connect customs matter.

In Note 21 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments. This reflects the fact that management excludes these items from its review of operating segment results for purposes of measuring segment profitability and allocating resources.

3336

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

COMPANY KEY METRICS

The table below shows our third quarter and first ~~quarter~~nine months 2023 key metrics for the Company, compared to a year ago.


		First Quarter									Third Quarter					First Nine Months
		2022			2023			H / (L)					2022			2023			H / (L)			2022			2023			H / (L)
GAAP Financial Measures	GAAP Financial Measures											GAAP Financial Measures
Cash Flows from Operating Activities ($B)	Cash Flows from Operating Activities ($B)	$	(1.1)		$	2.8		$	3.9			Cash Flows from Operating Activities ($B)	$	3.8		$	4.6		$	0.8		$	5.7		$	12.4		$	6.8
Revenue ($M)	Revenue ($M)	34,476			41,474			20		%		Revenue ($M)	39,392			43,801			11		%	114,058			130,229			14		%
Net Income/(Loss) ($M)	Net Income/(Loss) ($M)	(3,110)			1,757			$	4,867			Net Income/(Loss) ($M)	(827)			1,199			$	2,026		(3,270)			4,873			$	8,143
Net Income/(Loss) Margin (%)	Net Income/(Loss) Margin (%)	(9.0)		%	4.2		%	13.2 ppts				Net Income/(Loss) Margin (%)	(2.1)		%	2.7		%	4.8 ppts			(2.9)		%	3.7		%	6.6 ppts
EPS (Diluted)	EPS (Diluted)	$	(0.78)		$	0.44		$	1.22			EPS (Diluted)	$	(0.21)		$	0.30		$	0.51		$	(0.81)		$	1.21		$	2.02

Non-GAAP Financial Measures (a)	Non-GAAP Financial Measures (a)											Non-GAAP Financial Measures (a)
Company Adj. Free Cash Flow ($B)	Company Adj. Free Cash Flow ($B)	$	(0.6)		$	0.7		$	1.3			Company Adj. Free Cash Flow ($B)	$	3.6		$	1.2		$	(2.4)		$	6.6		$	4.8		$	(1.8)
Company Adj. EBIT ($M)	Company Adj. EBIT ($M)	2,326			3,379			1,053				Company Adj. EBIT ($M)	1,803			2,198			395			7,851			9,363			1,512
Company Adj. EBIT Margin (%)	Company Adj. EBIT Margin (%)	6.7		%	8.1		%	1.4 ppts				Company Adj. EBIT Margin (%)	4.6		%	5.0		%	0.4 ppts			6.9		%	7.2		%	0.3 ppts
Adjusted EPS (Diluted)	Adjusted EPS (Diluted)	$	0.38		$	0.63		$	0.25			Adjusted EPS (Diluted)	$	0.30		$	0.39		$	0.09		$	1.37		$	1.73		$	0.36
Adjusted ROIC (Trailing Four Quarters)	Adjusted ROIC (Trailing Four Quarters)	7.8		%	13.5		%	5.8 ppts				Adjusted ROIC (Trailing Four Quarters)	10.7		%	15.1		%	4.4 ppts

__________

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

In the ~~first~~third quarter of 2023, our diluted earnings per share of Common and Class B Stock was ~~$0.44,~~$0.30, and our diluted adjusted earnings per share was ~~$0.63.~~$0.39.

Net income/(loss) margin was ~~4.2%~~2.7% in the ~~first~~third quarter of 2023, up ~~13.2~~4.8 percentage points from a year ago. Company adjusted EBIT margin was ~~8.1%~~5.0% in the ~~first~~third quarter of 2023, up ~~1.4~~0.4 percentage points from a year ago.

The year-over-year increase of ~~$4.9~~$2.0 billion in net ~~income/(loss)~~income in the ~~first~~third quarter of 2023 was primarily driven by the non-recurrence of ~~a mark-to-market loss~~an impairment on our ~~Rivian~~Argo investment (included in special items in the ~~first~~third quarter of 2022) and higher ~~Ford Blue and Ford Pro EBIT.~~ adjusted EBIT, offset partially by the non-recurrence of a mark-to-market gain on our Rivian investment (also included in special items in the third quarter of 2022).

The year-over-year increase of ~~$1.1 billion~~$395 million in Company adjusted EBIT was driven by higher Ford ~~Blue~~Pro and Ford ~~Pro~~Blue EBIT ~~as well as~~and a lower EBIT loss in Ford Next. Partial offsets included ~~lower~~higher EBIT losses in Ford ~~Credit EBT,~~Model e, lower past service pension and OPEB income in Corporate Other, and lower Ford ~~Model e EBIT.~~Credit EBT.

The table below shows our third quarter and first ~~quarter~~nine months 2023 net income/(loss) attributable to Ford and Company adjusted EBIT by segment.


		First Quarter						Third Quarter				First Nine Months
		2022		2023		H / (L)				2022		2023		H / (L)		2022		2023		H / (L)
Ford Blue	Ford Blue	$	1,328	$	2,623	$	1,295		Ford Blue	$	1,466	$	1,718	$	252	$	5,298	$	6,649	$	1,351
Ford Model e	Ford Model e	(380)		(722)		(342)			Ford Model e	(612)		(1,329)		(717)		(1,502)		(3,131)		(1,629)
Ford Pro	Ford Pro	491		1,366		875			Ford Pro	402		1,654		1,252		1,772		5,411		3,639
Ford Next	Ford Next	(242)		(44)		198			Ford Next	(244)		(17)		227		(707)		(87)		620
Ford Credit	Ford Credit	928		303		(625)			Ford Credit	599		358		(241)		2,466		1,051		(1,415)
Corporate Other	Corporate Other	201		(147)		(348)			Corporate Other	192		(186)		(378)		524		(530)		(1,054)
Company Adjusted EBIT (a)	Company Adjusted EBIT (a)	2,326		3,379		1,053			Company Adjusted EBIT (a)	1,803		2,198		395		7,851		9,363		1,512
Interest on Debt	Interest on Debt	(308)		(308)		—			Interest on Debt	(321)		(324)		3		(941)		(936)		(5)
Special Items	Special Items	(5,866)		(912)		(4,954)			Special Items	(2,607)		(487)		(2,120)		(11,092)		(2,593)		(8,499)
Taxes / Noncontrolling Interests	Taxes / Noncontrolling Interests	738		(402)		1,140			Taxes / Noncontrolling Interests	298		(188)		486		912		(961)		1,873
Net Income/(Loss)	Net Income/(Loss)	$	(3,110)	$	1,757	$	4,867		Net Income/(Loss)	$	(827)	$	1,199	$	2,026	$	(3,270)	$	4,873	$	8,143

__________

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

3437

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The tables below and on the following pages provide third quarter and first ~~quarter~~nine months 2023 key metrics and the change in ~~first~~third quarter 2023 EBIT compared with ~~first~~third quarter 2022 by causal factor for each of our segments. For a description of these causal factors, see Definitions and Information Regarding Ford Blue, Ford Model e, Ford Pro Causal Factors.

Ford Blue Segment


		First Quarter								Third Quarter					First Nine Months
Key Metrics	Key Metrics	2022			2023			H / (L)			Key Metrics	2022			2023			H / (L)		2022			2023			H / (L)
Wholesale Units (000) (a)	Wholesale Units (000) (a)	663			706			43			Wholesale Units (000) (a)	741			736			(5)		2,074			2,162			88
Revenue ($M)	Revenue ($M)	$	20,810		$	25,124		$	4,314		Revenue ($M)	$	23,824		$	25,587		$	1,763	$	68,468		$	75,713		$	7,245
EBIT ($M)	EBIT ($M)	1,328			2,623			1,295			EBIT ($M)	1,466			1,718			252		5,298			6,649			1,351
EBIT Margin (%)	EBIT Margin (%)	6.4		%	10.4		%	4.1 ppts			EBIT Margin (%)	6.2		%	6.7		%	0.6 ppts		7.7		%	8.8		%	1.0 ppts

__________

(a)Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China by our unconsolidated affiliates (about ~~128,000~~134,000 units in Q1Q3 2022 and ~~97,000~~124,000 units in Q1Q3 2023).


Change in EBIT by Causal Factor (in millions)
~~First~~Third Quarter 2022 EBIT	$	~~1,328~~1,466
Volume / Mix	~~2,230~~34
Net Pricing	~~116~~418
Cost	~~(1,011)~~(317)
Exchange	~~(133)~~(138)
Other	93255
~~First~~Third Quarter 2023 EBIT	$	~~2,623~~1,718

In the ~~first~~third quarter of 2023, Ford Blue’s wholesales ~~increased 6%~~decreased 0.6% from a year ~~ago, driven by improvements in production-related supply constraints (including semiconductors). First~~ago. Third quarter 2023 revenue increased ~~21%~~7%, driven by favorable mix ~~as well as~~and higher ~~wholesales and~~ net ~~pricing, offset partially by weaker currencies.~~pricing.

Ford Blue’s ~~first~~third quarter 2023 EBIT was ~~$2.6~~$1.7 billion, an increase of ~~$1.3 billion~~$252 million from a year ago, with an EBIT margin of ~~10.4%~~6.7%. The higher EBIT was driven by ~~favorable mix as well as~~lower commodity costs and higher ~~wholesales~~net pricing, offset partially by higher warranty costs (reflecting an increase for field service actions and ~~net pricing. Partial offsets included~~ inflationary cost ~~increases on commodities, materials,~~pressures) and ~~freight,~~ higher material costs for new ~~products, as well as higher volume-related structural costs, weaker currencies, and higher warranty costs.~~products.

3538

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Model e Segment


		First Quarter								Third Quarter					First Nine Months
Key Metrics	Key Metrics	2022			2023			H / (L)			Key Metrics	2022			2023			H / (L)		2022			2023			H / (L)
Wholesale Units (000)	Wholesale Units (000)	18			12			(6)			Wholesale Units (000)	25			36			11		67			82			16
Revenue ($M)	Revenue ($M)	$	972		$	707		$	(265)		Revenue ($M)	$	1,401		$	1,758		$	357	$	3,693		$	4,299		$	606
EBIT ($M)	EBIT ($M)	(380)			(722)			(342)			EBIT ($M)	(612)			(1,329)			(717)		(1,502)			(3,131)			(1,629)
EBIT Margin (%)	EBIT Margin (%)	(39.1)		%	(102.1)		%	(63.0) ppts			EBIT Margin (%)	(43.7)		%	(75.6)		%	(31.9) ppts		(40.7)		%	(72.8)		%	(32.1) ppts


Change in EBIT by Causal Factor (in millions)
~~First~~Third Quarter 2022 EBIT	$	~~(380)~~(612)
Volume / Mix	~~(42)~~(44)
Net Pricing	7 (208)
Cost	~~(380)~~(464)
Exchange	34 (19)
Other	3918
~~First~~Third Quarter 2023 EBIT	$	~~(722)~~(1,329)

In the ~~first~~third quarter of 2023, Ford Model e’s wholesales ~~decreased 32%~~increased 44% from a year ago, ~~driven by downtime at the Cuautitlan assembly plant for changes to increase~~reflecting increased production capacity offor Mustang Mach-E. ~~First~~Third quarter 2023 revenue ~~decreased 27%~~increased 26%, primarily driven by ~~lower~~higher wholesales, offset partially by ~~favorable~~lower net pricing and unfavorable mix.

Ford Model e’s ~~first~~third quarter 2023 EBIT loss was ~~$722 million,~~$1.3 billion, a ~~$342~~$717 million higher loss than a year ago, with an EBIT margin of negative ~~102.1%~~75.6%. The lower EBIT was primarily driven by higher ~~engineering~~material costs (including about $160 million of volume related obligations for batteries and ~~spending-related expense, inflationary cost increases on commodities~~certain other commodities), lower net pricing, higher field service action warranty costs, and ~~materials, and~~higher volume/capacity-related manufacturing costs, offset partially by lower ~~wholesales.~~commodity costs.

Ford Pro Segment


		First Quarter								Third Quarter					First Nine Months
Key Metrics	Key Metrics	2022			2023			H / (L)			Key Metrics	2022			2023			H / (L)		2022			2023			H / (L)
Wholesale Units (000) (a)	Wholesale Units (000) (a)	285			337			53			Wholesale Units (000) (a)	321			314			(6)		943			1,016			73
Revenue ($M)	Revenue ($M)	$	10,324		$	13,249		$	2,925		Revenue ($M)	$	11,961		$	13,829		$	1,868	$	35,033		$	42,667		$	7,634
EBIT ($M)	EBIT ($M)	491			1,366			875			EBIT ($M)	402			1,654			1,252		1,772			5,411			3,639
EBIT Margin (%)	EBIT Margin (%)	4.8		%	10.3		%	5.6 ppts			EBIT Margin (%)	3.4		%	12.0		%	8.6 ppts		5.1		%	12.7		%	7.6 ppts

__________

(a)Includes Ford brand vehicles produced and sold by our unconsolidated affiliate Ford Otosan in Türkiye (about ~~13,000~~18,000 units in Q1Q3 2022 and ~~22,000~~24,000 units in Q1Q3 2023).


Change in EBIT by Causal Factor (in millions)
~~First~~Third Quarter 2022 EBIT	$	~~491~~402
Volume / Mix	~~497~~ (352)
Net Pricing	~~1,505~~1,874
Cost	~~(1,025)~~(268)
Exchange	~~(58)~~1
Other	~~(44)~~(3)
~~First~~Third Quarter 2023 EBIT	$	~~1,366~~1,654

In the ~~first~~third quarter of 2023, Ford Pro’s wholesales ~~increased 18%~~decreased 2% from a year ago, driven by ~~improvements in~~new product launch changeover and production-related supply ~~constraints (including semiconductors). First~~constraints. Third quarter 2023 revenue increased ~~28%~~16%, driven by higher net pricing, ~~and wholesales,~~partially offset ~~partially~~ by ~~weaker currencies.~~lower volume.

Ford Pro’s ~~first~~third quarter 2023 EBIT was ~~$1.4~~$1.7 billion, an increase of ~~$875 million~~$1.3 billion from a year ago, with an EBIT margin of ~~10.3%~~12.0%. The improvement in EBIT was driven by higher net pricing and ~~wholesales.~~lower commodity costs. Partial offsets included lower wholesales and higher costs, including warranty (reflecting inflationary cost increases ~~(including commodities)~~on repairs and for field service actions), higher material costs for new ~~Super Duty product and launch expense,~~products, as well as ~~higher volume-related structural costs, weaker currencies,~~volume related obligations for batteries and ~~higher warranty costs.~~certain other commodities (about $60 million).

3639

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Definitions and Information Regarding Ford Blue, Ford Model e, Ford Pro Causal Factors

In general, we measure year-over-year change in Ford Blue, Ford Model e, and Ford Pro EBIT using the causal factors listed below, with net pricing and cost variances calculated at present-period volume and mix and exchange:

•Market Factors (exclude the impact of unconsolidated affiliate wholesale units):

◦Volume and Mix – primarily measures EBIT variance from changes in wholesale unit volumes (at prior-year average contribution margin per unit) driven by changes in industry volume, market share, and dealer stocks, as well as the EBIT variance resulting from changes in product mix, including mix among vehicle lines and mix of trim levels and options within a vehicle line

◦Net Pricing – primarily measures EBIT variance driven by changes in wholesale unit prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory

•Cost:

◦Contribution Costs – primarily measures EBIT variance driven by per-unit changes in cost categories that typically vary with volume, such as material costs (including commodity and component costs), warranty expense, and freight and duty costs

◦Structural Costs – primarily measures EBIT variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume. Structural costs include the following cost categories:

▪Manufacturing, Including Volume-Related – consists primarily of costs for hourly and salaried manufacturing personnel, plant overhead (such as utilities and taxes), and new product launch expense. These costs could be affected by volume for operating pattern actions such as overtime, line-speed, and shift schedules

▪Engineering and Connectivity – consists primarily of costs for vehicle and software engineering personnel, prototype materials, testing, and outside engineering and software services

▪Spending-Related – consists primarily of depreciation and amortization of our manufacturing and engineering assets and capital project expense, but also includes asset retirements and operating leases

▪Advertising and Sales Promotions – includes costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows

▪Administrative, Information Technology, and Selling – includes primarily costs for salaried personnel and purchased services related to our staff activities, information technology, and selling functions

•Exchange – primarily measures EBIT variance driven by one or more of the following: (i) transactions denominated in currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency income to U.S. dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging

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

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

•Wholesales and Revenue – wholesale unit volumes include all Ford and Lincoln badged units (whether produced by Ford or by an unconsolidated affiliate) that are sold to dealerships or others, units manufactured by Ford that are sold to other manufacturers, units distributed by Ford for other manufacturers, and local brand units produced by our China joint venture, Jiangling Motors Corporation, Ltd. (“JMC”), that are sold to dealerships or others. Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option (i.e., rental repurchase), as well as other sales of finished vehicles for which the recognition of revenue is deferred (e.g., consignments), also are included in wholesale unit volumes. Revenue from certain vehicles in wholesale unit volumes (specifically, Ford badged vehicles produced and distributed by our unconsolidated affiliates, as well as JMC brand vehicles) are not included in our revenue. Excludes transactions between Ford Blue, Ford Model e, and Ford Pro segments

•Industry Volume and Market Share – based, in part, on estimated vehicle registrations; includes medium and heavy duty trucks

•SAAR – seasonally adjusted annual rate

3740

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Next Segment

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

In this segment, our ~~first~~third quarter 2023 EBIT loss was ~~$44~~$17 million, a ~~$198~~$227 million improvement from a year ago. Ford Next has evolved from primarily investing in the development of autonomous vehicle capabilities to focus exclusively on incubating and launching new businesses creating strategic value for Ford.

3841

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Credit Segment

Ford Credit files periodic reports with the SEC that contain additional information regarding Ford Credit. The reports are available through Ford Credit’s website located at www.fordcredit.com/investor-center and can also be found on the SEC’s website located at www.sec.gov. The foregoing information regarding Ford Credit’s website and its content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.

The tables below provide third quarter and first ~~quarter~~nine months 2023 key metrics and the change in ~~first~~third quarter 2023 EBT compared with ~~first~~third quarter 2022 by causal factor for the Ford Credit segment. For a description of these causal factors, see Definitions and Information Regarding Ford Credit Causal Factors.


		First Quarter									Third Quarter					First Nine Months
Key Metrics	Key Metrics	2022			2023			H / (L)				Key Metrics	2022			2023			H / (L)			2022			2023			H / (L)
Total Net Receivables ($B)	Total Net Receivables ($B)	$	117		$	124		6		%		Total Net Receivables ($B)	$	116		$	126		$	10
Loss-to-Receivables (bps) (a)	Loss-to-Receivables (bps) (a)	8			35			27				Loss-to-Receivables (bps) (a)	18			38			20			10			32			22
Auction Values (b)	Auction Values (b)	$	34,410		$	31,185		(9)		%		Auction Values (b)	$	32,010		$	30,250		(5)		%	$	33,565		$	31,010		(8)		%
EBT ($M)	EBT ($M)	928			303			$	(625)			EBT ($M)	599			358			$	(241)		2,466			1,051			$	(1,415)
ROE (%)	ROE (%)	22		%	8		%	(14) ppts				ROE (%)	15		%	8		%	(7) ppts			21		%	8		%	(13) ppts

Other Balance Sheet Metrics	Other Balance Sheet Metrics											Other Balance Sheet Metrics
Debt ($B)	Debt ($B)	$	116		$	120		4		%		Debt ($B)	$	108		$	123		14		%
Net Liquidity ($B)	Net Liquidity ($B)	28			26			(8)		%		Net Liquidity ($B)	21			27			29		%
Financial Statement Leverage (to 1)	Financial Statement Leverage (to 1)	9.5			9.8			0.3				Financial Statement Leverage (to 1)	9.4			9.7			0.3

__________

(a)U.S. retail financing only.

(b)U.S. 36-month off-lease ~~first~~third quarter auction values at Q1Q3 2023 mix and YTD amounts at 2023 YTD mix.


Change in EBT by Causal Factor (in millions)
~~First~~Third Quarter 2022 EBT	$	~~928~~599
Volume / Mix	2350
Financing Margin	~~(288)~~(75)
Credit Loss	~~(141)~~(36)
Lease Residual	~~(139)~~(97)
Exchange	~~(8)~~10
Other	~~(72)~~(93)
~~First~~Third Quarter 2023 EBT	$	~~303~~358

Ford Credit’s total net receivables of ~~$124~~$126 billion were ~~$7 billion~~9% higher than a year ago, reflecting the impact of increased non-consumer ~~financing~~ and consumer financing, partially offset by ~~fewer operating leases.~~a smaller lease portfolio. The U.S. loss-to-receivables (“LTR”) ratio remained at a low level in the ~~first~~third quarter of 2023, at 3538 basis points, though higher than a year ago as losses ~~begin~~continue to normalize from historic lows. U.S. auction values in the ~~first~~third quarter of 2023 were lower compared to a year ago.

Ford Credit’s ~~first~~third quarter 2023 EBT of ~~$303~~$358 million was ~~$625~~$241 million lower than a year ago, explained primarily ~~reflecting~~by lower lease residual performance, the non-recurrence of derivative market valuation adjustment gains (included in Other), lower financing margin due to higher borrowing costs, and higher credit losses, the non-recurrence of credit loss reserve releases, unfavorable lease residual performance, the non-recurrence of market valuation gains, and unfavorable market valuation adjustments to derivatives (included in Other).losses.

3942

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Definitions and Information Regarding Ford Credit Causal Factors

In general, we measure year-over-year changes in Ford Credit’s EBT using the causal factors listed below:

•Volume and Mix:

◦Volume primarily measures changes in net financing margin driven by changes in average net receivables excluding the allowance for credit losses at prior period financing margin yield (defined below in financing margin) at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicles sold and leased, the extent to which Ford Credit purchases retail financing and operating lease contracts, the extent to which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the availability of cost-effective funding

◦Mix primarily measures changes in net financing margin driven by period-over-period changes in the composition of Ford Credit’s average net receivables excluding the allowance for credit losses by product within each region

•Financing Margin:

◦Financing margin variance is the period-to-period change in financing margin yield multiplied by the present period average net receivables excluding the allowance for credit losses at prior period exchange rates. This calculation is performed at the product and country level and then aggregated. Financing margin yield equals revenue, less interest expense and scheduled depreciation for the period, divided by average net receivables excluding the allowance for credit losses for the same period

◦Financing margin changes are driven by changes in revenue and interest expense. Changes in revenue are primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and competitive environment. Changes in interest expense are primarily driven by the level of market interest rates, borrowing spreads, and asset-liability management

•Credit Loss:

◦Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes, management splits the provision for credit losses into net charge-offs and the change in the allowance for credit losses

◦Net charge-off changes are primarily driven by the number of repossessions, severity per repossession, and recoveries. Changes in the allowance for credit losses are primarily driven by changes in historical trends in credit losses and recoveries, changes in the composition and size of Ford Credit’s present portfolio, changes in trends in historical used vehicle values, and changes in forward looking macroeconomic conditions. For additional information, refer to the “Critical Accounting Estimates - Allowance for Credit Losses” section of Item 7 of Part II of our 2022 Form 10-K Report

•Lease Residual:

◦Lease residual measures changes to residual performance at prior period exchange rates. For analysis purposes, management splits residual performance primarily into residual gains and losses, and the change in accumulated supplemental depreciation

◦Residual gain and loss changes are primarily driven by the number of vehicles returned to Ford Credit and sold, and the difference between the auction value and the depreciated value (which includes both base and accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental depreciation are primarily driven by changes in Ford Credit’s estimate of the expected auction value at the end of the lease term and changes in Ford Credit’s estimate of the number of vehicles that will be returned to it and sold. Depreciation on vehicles subject to operating leases includes early termination losses on operating leases due to customer default events. For additional information, refer to the “Critical Accounting Estimates - Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2022 Form 10-K Report

•Exchange:

◦Reflects changes in EBT driven by the effects of converting functional currency income to U.S. dollars

•Other:

◦Primarily includes operating expenses, other revenue, insurance expenses, and other income/(loss) at prior period exchange rates

◦Changes in operating expenses are primarily driven by salaried personnel costs, facilities costs, and costs associated with the origination and servicing of customer contracts

◦In general, other income/(loss) changes are primarily driven by changes in earnings related to market valuation adjustments to derivatives (primarily related to movements in interest rates) and other miscellaneous items

4043

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

In addition, the following definitions and calculations apply to Ford Credit when used in this Report:

•Cash (as shown in the Funding Structure and Liquidity tables) – Cash, cash equivalents, and marketable securities, excluding amounts related to insurance activities

•Debt (as shown in the Key Metrics and Leverage tables) – Debt on Ford Credit’s balance sheets. Includes debt issued in securitizations and payable only out of collections on the underlying securitized assets and related enhancements. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions

•Earnings Before Taxes (“EBT”) – Reflects Ford Credit’s income before income taxes

•Loss-to-Receivables (“LTR”) Ratio – LTR ratio is calculated using net charge-offs divided by average finance receivables, excluding unearned interest supplements and the allowance for credit losses

•Return on Equity (“ROE”) (as shown in the Key Metrics table) – Reflects return on equity calculated by annualizing net income for the period and dividing by monthly average equity for the period

•Securitization and Restricted Cash (as shown in the Liquidity table) – Securitization cash is held for the benefit of the securitization investors (for example, a reserve fund). Restricted cash primarily includes cash held to meet certain local governmental and regulatory reserve requirements and cash held under the terms of certain contractual agreements

•Securitizations (as shown in the Public Term Funding Plan table) – Public securitization transactions, Rule 144A offerings sponsored by Ford Credit, and widely distributed offerings by Ford Credit Canada

•Term Asset-Backed Securities (as shown in the Funding Structure table) – Obligations issued in securitization transactions that are payable only out of collections on the underlying securitized assets and related enhancements

•Total Net Receivables (as shown in the Key Metrics table) – Includes finance receivables (retail financing and wholesale) sold for legal purposes and net investment in operating leases included in securitization transactions that do not satisfy the requirements for accounting sale treatment. These receivables and operating leases are reported on Ford Credit’s balance sheets and are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions; they are not available to pay the other obligations of Ford Credit or the claims of Ford Credit’s other creditors

4144

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Corporate Other

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending. Corporate governance expenses are primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments. These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests. In the ~~first~~third quarter of 2023, Corporate Other had a ~~$147~~$186 million loss, compared with a ~~$201~~$192 million profit a year ago. The loss was driven by lower past service pension and OPEB income, which was partially offset by higher Company excluding Ford Credit interest income due to increases in interest rates (primarily Fed Funds).

Interest on Debt

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was ~~$308~~$324 million in the ~~first~~third quarter of 2023, ~~unchanged from~~$3 million higher than a year ago.

Taxes

Our Provision for/(Benefit from) income taxes for the third quarter and first ~~quarter~~nine months of 2023 was a provision of ~~$496~~$214 million ~~resulting~~and $982 million, respectively. This resulted in an effective tax ~~rate~~rates of ~~23.0%.~~15.4% and 16.8%, respectively.

Our third quarter and first ~~quarter~~nine months of 2023 adjusted effective tax ~~rate,~~rates, which ~~excludes~~exclude special items, ~~was 20.8%.~~were 16.1% and 16.5%, respectively.

We regularly review our organizational structure and income tax elections for affiliates in non-U.S. and U.S. tax jurisdictions, which may result in changes in affiliates that are included in or excluded from our U.S. tax return. 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.

4245

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

LIQUIDITY AND CAPITAL RESOURCES

At ~~March 31,~~September 30, 2023, total balance sheet cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was ~~$39.7~~$41.3 billion.

We consider our key balance sheet metrics to be: (i) Company cash, which includes cash equivalents, marketable securities, and restricted cash, including cash held for sale, excluding Ford Credit’s cash, cash equivalents, marketable securities, and restricted cash; and (ii) Company liquidity, which includes Company cash, less restricted cash, and total available committed credit lines, excluding Ford Credit’s total available committed credit lines.

Company excluding Ford Credit


		December 31, 2022		March 31, 2023			December 31, 2022		September 30, 2023
Balance Sheets ($B)	Balance Sheets ($B)					Balance Sheets ($B)
Company Cash	Company Cash	$	32.3	$	28.7	Company Cash	$	32.3	$	29.1
Liquidity	Liquidity	48.0		46.2		Liquidity	48.0		50.6
Debt	Debt	(19.9)		(19.7)		Debt	(19.9)		(19.8)
Cash Net of Debt	Cash Net of Debt	12.3		9.0		Cash Net of Debt	12.3		9.3

Pension Funded Status ($B) (a)	Pension Funded Status ($B) (a)					Pension Funded Status ($B) (a)
Funded Plans	Funded Plans	$	4.1	$	4.1	Funded Plans	$	4.1	$	3.9
Unfunded Plans	Unfunded Plans	(4.3)		(4.3)		Unfunded Plans	(4.3)		(4.1)
Total Global Pension	Total Global Pension	$	(0.2)	$	(0.2)	Total Global Pension	$	(0.2)	$	(0.2)

Total Funded Status OPEB	Total Funded Status OPEB	$	(4.5)	$	(4.4)	Total Funded Status OPEB	$	(4.5)	$	(4.4)

__________

(a)Balances at ~~March 31,~~September 30, 2023 reflect net funded status at December 31, 2022, updated for service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2022.

Liquidity. One of our key priorities is to maintain a strong balance sheet to withstand potential stress scenarios, while ~~at the same time~~ having resources available to invest in and grow our business. At ~~March 31,~~September 30, 2023, we had Company cash of ~~$28.7~~$29.1 billion and liquidity of ~~$46.2~~$50.6 billion. At ~~March 31,~~September 30, 2023, about ~~90%~~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, including potential labor disruptions, we target an ongoing Company cash balance at or above $20 billion plus significant additional liquidity above our Company cash target. We expect to have periods when we will be above or below this amount due to: (i) future cash flow expectations, such as for investments in future opportunities, capital investments, debt maturities, pension contributions, or restructuring requirements, (ii) short-term timing differences, and (iii) changes in the global economic or operating environment.

Our Company cash investments primarily include U.S. Department of Treasury obligations, federal agency securities, bank time deposits with investment-grade institutions, investment-grade corporate securities, investment-grade commercial paper, and debt obligations of a select group of non-U.S. governments, non-U.S. governmental agencies, and supranational institutions. The average maturity of these investments is approximately one year and adjusted based on market conditions and liquidity needs. We monitor our Company cash levels and average maturity on a daily basis.

4346

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Material Cash Requirements. Our material cash requirements include:

•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 ~~battery~~ 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 2022 Form 10-K Report)

•Marketing incentive payments to dealers

•Payments for warranty and field service actions (for additional information, see Note 20 of the Notes to the Financial Statements herein)

•Debt repayments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 19 of the Notes the Financial Statements in our 2022 Form 10-K Report)

•Discretionary and mandatory payments to our global pension plans (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2022 Form 10-K Report, the “Changes in Company Cash” section below, and Note 13 of the Notes to the Financial Statements herein)

•Employee wages, benefits, and incentives

•Operating lease payments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 18 of the Notes to the Financial Statements in our 2022 Form 10-K Report)

•Cash effects related to the restructuring of our business

•Strategic acquisitions and investments to grow our business, including electrification

Subject to approval by our Board of Directors, shareholder distributions in the form of dividend payments and/or a share repurchase program (including share repurchases to offset the anti-dilutive effect of increased shared-based compensation) may require the expenditure of a material amount of cash. Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.

We plan to utilize our liquidity (as described above) and our cash flows from business operations to fund our material cash requirements.

4447

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Changes in Company Cash. In managing our business, we classify changes in Company cash into operating and non-operating items. Operating items include: Company adjusted EBIT excluding Ford Credit EBT, capital spending, depreciation and tooling amortization, changes in working capital, Ford Credit distributions, interest on debt, cash taxes, and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows). Non-operating items include: restructuring costs, changes in Company debt excluding Ford Credit, contributions to funded pension plans, shareholder distributions, and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford Credit).

With respect to “Changes in working capital,” in general, the Company excluding Ford Credit carries relatively low trade receivables compared with our trade payables because the majority of our wholesales are financed (primarily by Ford Credit) immediately upon the sale of vehicles to dealers, which generally occurs shortly after being produced. In contrast, our trade payables are based primarily on industry-standard production supplier payment terms of about 45 days. As a result, our cash flow deteriorates if wholesale volumes (and the corresponding revenue) decrease while trade payables continue to become due. Conversely, our cash flow improves if wholesale volumes (and the corresponding revenue) increase while new trade payables are generally not due for about 45 days. 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. The UAW labor disruption has impacted production at several of our manufacturing facilities and, similar to our experience during COVID-19, could result in a significant deterioration of our cash flow. Even in normal economic conditions, however, these working capital balances generally are subject to seasonal changes that can impact cash flow. For example, we typically experience cash flow timing differences associated with inventories and payables due to our annual ~~summer and December~~ shutdown periods when production, and therefore inventories and wholesale volumes, are usually at their lowest levels, while payables continue to come due and be paid. The net impact of this typically results in cash outflows from changes in our working capital balances during these shutdown periods.

In response to, or in anticipation of, supplier disruptions, we may stockpile certain components or raw materials to help prevent disruption in our production of vehicles. Such actions could have a short-term adverse impact on our cash and increase our inventory. Moreover, in order to secure critical materials for production of electric vehicles, we have entered into and ~~plan to continue to~~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 $6.6 billion in capital to BlueOval SK, LLC over a five-year period ending in 2026. Such investments, which are part of our plan to invest over $50 billion in electric vehicles through 2026, could have an additional adverse impact on our cash in the near-term.

The terms of the offtake agreements we have entered into, and those we may enter into in the future, vary by transaction, though they generally obligate us to purchase a certain percentage or minimum amount of output produced by the counterparty over an agreed upon period of time. The purchase price mechanism included in the offtake agreement is typically based on the market price of the material at the time of delivery. The terms may also include conditions to our obligation to purchase the materials, such as quality or minimum output. Subject to satisfaction of those conditions, we will be obligated to purchase the materials at the cost determined by the purchase price mechanism. As of ~~March 31,~~September 30, 2023, our ~~forecasted~~estimated expenditures for the maximum quantity that we are committed to purchase under these offtake agreements, subject to certain conditions, total about ~~$4.3~~$12 billion through ~~2030~~2035 based on our present pricing forecast; however, our ~~forecasted prices~~pricing forecast could fluctuate significantly from period to period, which ~~would~~could result in ~~volatility~~significant increases or decreases in the estimate of our overall ~~obligation.~~purchase commitment. The actual price paid for these materials will be recorded on our balance sheet at the time of purchase. In addition, we ~~plan to continue to~~may enter into additional offtake agreements with raw material suppliers, the costs under which ~~we expect to~~could be significant. Based on the offtake agreements we have entered into thus far, the earliest date by which we could be obligated to purchase any output, subject to satisfaction of the applicable conditions, will be in 2024. See Item 1A. Risk Factors in our 2022 Form 10-K Report and as updated by our subsequent filings with the SEC for a discussion of the risks related to our offtake agreements and other long-term purchase contracts.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Financial institutions participate in a supply chain finance (“SCF”) program that enables our suppliers, at their sole discretion, to sell their Ford receivables (i.e., our payment obligations to the suppliers) to the financial institutions on a non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary inclusion of invoices in the SCF program has no bearing on our payment terms, the amounts we pay, or our liquidity. 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 ~~March 31,~~September 30, 2023, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was ~~$265~~$236 million. The amount settled through the SCF program during the first ~~quarter~~nine months of 2023 was ~~$452 million.~~

$1.4 billion.

4549

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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


		First Quarter				Third Quarter				First Nine Months
		2022		2023				2022		2023		2022		2023
Company Excluding Ford Credit	Company Excluding Ford Credit						Company Excluding Ford Credit
Company Adjusted EBIT excluding Ford Credit (a)	Company Adjusted EBIT excluding Ford Credit (a)	$	1.4	$	3.1		Company Adjusted EBIT excluding Ford Credit (a)	$	1.2	$	1.8	$	5.4	$	8.3

Capital spending	Capital spending	$	(1.3)	$	(1.8)		Capital spending	$	(1.6)	$	(2.2)	$	(4.5)	$	(5.9)
Depreciation and tooling amortization	Depreciation and tooling amortization	1.3		1.3			Depreciation and tooling amortization	1.3		1.3		3.9		3.9
Net spending	Net spending	$	(0.1)	$	(0.5)		Net spending	$	(0.3)	$	(0.9)	$	(0.6)	$	(2.0)

Receivables	Receivables	$	—	$	0.4		Receivables	$	(0.1)	$	(0.6)	$	(0.6)	$	(0.8)
Inventory	Inventory	(2.7)		(2.0)			Inventory	(1.7)		(0.8)		(4.1)		(4.2)
Trade Payables	Trade Payables	1.5		0.3			Trade Payables	3.9		0.2		5.9		1.9
Changes in working capital	Changes in working capital	$	(1.2)	$	(1.2)		Changes in working capital	$	2.2	$	(1.1)	$	1.1	$	(3.1)

Ford Credit distributions	Ford Credit distributions	1.0		—			Ford Credit distributions	$	0.5	$	—	$	2.1	$	—
Interest on debt and cash taxes	Interest on debt and cash taxes	(0.3)		(0.6)			Interest on debt and cash taxes	(0.3)		(0.4)		(1.2)		(1.7)
All other and timing differences	All other and timing differences	(1.3)		(0.1)			All other and timing differences	0.3		1.8		(0.2)		3.3
Company adjusted free cash flow (a)	Company adjusted free cash flow (a)	$	(0.6)	$	0.7		Company adjusted free cash flow (a)	$	3.6	$	1.2	$	6.6	$	4.8

Restructuring	Restructuring	$	(0.1)	$	—		Restructuring	$	(0.2)	$	(0.3)	$	—	$	(0.4)
Changes in debt	Changes in debt	(0.3)		(0.2)			Changes in debt	1.0		—		0.1		(0.2)
Funded pension contributions	Funded pension contributions	(0.2)		(0.1)			Funded pension contributions	(0.1)		(0.2)		(0.5)		(0.4)
Shareholder distributions	Shareholder distributions	(0.4)		(3.2)			Shareholder distributions	(0.6)		(0.6)		(1.4)		(4.4)
All other (b)	All other (b)	(6.2)		(0.7)			All other (b)	(0.3)		(0.9)		(9.3)		(2.6)
Change in cash	Change in cash	$	(7.8)	$	(3.6)		Change in cash	$	3.3	$	(0.8)	$	(4.5)	$	(3.2)

__________

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

(b)~~2022 includes~~Includes a ~~$5.4B mark-to-market~~$0.6 billion gain and a $7.3 billion loss on our Rivian ~~investment.~~investment in the third quarter and first nine months of 2022, respectively.

Note: Numbers may not sum due to rounding.

Our ~~first~~third quarter 2023 Net cash provided by/(used in) operating activities was positive ~~$2.8~~$4.6 billion, ~~an increase of $3.9~~$0.8 billion ~~from~~higher than a year ago (see page 5863 for additional information),. The increase was driven primarily by higher net ~~income.~~income and higher Ford Credit operating cash flow, offset partially by a decrease in working capital. Company adjusted free cash flow was ~~$0.7~~$1.2 billion, ~~$1.3~~$2.4 billion ~~higher~~lower than a year ~~ago,~~ago. The decrease was driven by unfavorable working capital and higher capital spending, offset partially by more favorable timing differences and higher adjusted EBIT excluding Ford ~~Credit and favorable timing differences, offset partially by lower Ford Credit distributions and higher capital spending.~~Credit.

Capital spending was ~~$1.8~~$2.2 billion in the ~~first~~third quarter of 2023, an increase of ~~$0.4~~$0.6 billion from a year ago. We ~~continue to~~now expect full year 2023 capital spending to be in the range of $8 billion to $9$8.5 billion.

~~First~~Third quarter 2023 working capital impact was ~~$1.2~~$1.1 billion negative, driven by higher inventory and higher receivables, offset partially by higher trade payables, ~~and lower receivables,~~ each compared to ~~December 31, 2022.~~June 30, 2023. All other and timing differences were ~~negative $0.1~~positive $1.8 billion. Timing differences include differences between accrual-based EBIT and the associated cash flows (e.g., pension and OPEB income or expense; compensation payments; marketing incentive and warranty payments to dealers).

In the ~~first~~third quarter of 2023, we contributed ~~$125~~$190 million to our global funded pension plans. We continue to expect to contribute between $500 million and $600 million to our global funded pension plans in 2023.

Shareholder distributions were ~~$3.2~~$0.6 billion in the ~~first~~third quarter of 2023, all of which was attributable to our regular ~~and supplemental~~ dividend.

4650

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Available Credit Lines. Total Company committed credit lines, excluding Ford Credit, at ~~March 31,~~September 30, 2023 were ~~$19.3~~$23.3 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, ~~$1.75~~$1.8 billion of our 364-day revolving credit facility (initially entered into in June 2022 and amended most recently in April 2023), $4.0 billion of our new 364-day revolving credit facility (discussed below), and $2.1 billion of local credit facilities. At ~~March 31,~~September 30, 2023, the utilized portion of the corporate credit facility was ~~$17~~$18 million, representing amounts utilized for letters of credit. In addition, $1.7 billion of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates as of ~~March 31,~~September 30, 2023.

~~Our corporate, supplemental, and 364-day revolving credit facilities were amended as of April 26, 2023 to extend the maturity dates of the commitments~~Lenders under ~~each facility. Following the~~our corporate credit facility ~~amendment,~~have $3.4 billion of commitments ~~mature~~maturing on April 26, 2026 and $10.1 billion of commitments ~~mature~~maturing on April 26, 2028. ~~Following the~~Lenders under our supplemental revolving credit facility ~~amendment,~~have $0.1 billion of commitments ~~mature~~maturing on September 29, 2024 and $1.9 billion of commitments ~~mature~~maturing on April 26, 2026. ~~Following the~~Lenders under our 364-day revolving credit facility ~~amendment,~~initially entered into in 2022 and amended most recently in April 2023 (the “April 2023 364-day revolving credit facility”) have $1.8 billion of commitments ~~mature~~maturing on April 24, 2024.

On August 17, 2023, we entered into a new 364-day revolving credit facility (the “August 2023 364-day revolving credit facility”), with $4 billion of commitments maturing on August 15, 2024. This new 364-day revolving credit facility provides additional working capital flexibility to manage through uncertainties in the present environment.

The corporate, supplemental, and April 2023 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, renewable electricity consumption, and Ford Europe CO2 tailpipe emissions. Ford outperformed the 2022 targets for all three of the sustainability-linked metrics, which favorably impacted pricing beginning in the third quarter of 2023.

The corporate credit facility is unsecured and free of material adverse change conditions to borrowing, restrictive financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and minimum net worth requirements), and credit rating triggers that could limit our ability to obtain funding or trigger early repayment. The corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4 billion in aggregate of domestic cash, cash equivalents, and loaned and marketable securities and/or availability under the corporate credit facility, supplemental revolving credit facility, and April 2023 364-day revolving credit facility. The terms and conditions of the supplemental, April 2023 364-day, and August 2023 364-day revolving credit facilities are consistent with our corporate credit facility. Ford Credit has been designated as a subsidiary borrower under the corporate credit facility and the April 2023 364-day revolving credit facility.

Each of the corporate credit facility, supplemental revolving credit facility, April 2023 364-day revolving credit facility, and August 2023 364-day revolving credit facility include a covenant that requires us to provide guarantees from certain of our subsidiaries in the event that our senior, unsecured, long-term debt does not maintain at least two investment grade ratings from Fitch, Moody’s, and S&P. The following subsidiaries have provided unsecured guarantees to the lenders under the credit facilities: Ford Component Sales, LLC; Ford European Holdings Inc.; Ford Global Technologies, LLC; Ford Holdings LLC (the parent company of Ford Credit); Ford International Capital LLC; Ford Mexico Holdings LLC; Ford Motor Service Company; Ford Next LLC; Ford Trading Company, LLC; and Ford Van Dyke Investment Fund, Inc.

Debt. As shown in Note 14 of the Notes to the Financial Statements, at ~~March 31,~~September 30, 2023, Company debt excluding Ford Credit was ~~$19.7~~$19.8 billion. This balance is $0.2 billion lower than at December 31, 2022.

Leverage. We manage Company debt (excluding Ford Credit) levels with a leverage framework that targets investment grade credit ratings through a normal business cycle. The leverage framework includes a ratio of total Company debt (excluding Ford Credit), underfunded pension liabilities, operating leases, and other adjustments, divided by Company adjusted EBIT (excluding Ford Credit EBT), and further adjusted to exclude depreciation and tooling amortization (excluding Ford Credit).

Ford Credit’s leverage is calculated as a separate business as described in the ”Liquidity and Capital Resources - Ford Credit Segment” section of Item 2. Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our Company debt excluding Ford Credit.

4751

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Credit Segment

Ford Credit remains well capitalized with a strong balance sheet and funding diversified across platforms and markets. Ford Credit ~~saw sequential improvement in liquidity, securitized funding mix, and financial statement leverage during the quarter and~~ ended the ~~first~~third quarter of 2023 with ~~$26~~$27 billion of liquidity, up $5$5.9 billion from year-end. Ford Credit continues to have robust access to the capital markets, completing ~~$12~~$22 billion of public term issuances through ~~May 1,~~October 25, 2023.

Key elements of Ford Credit’s funding strategy include:

•Maintain strong liquidity and funding diversity

•Prudently access public markets

•Continue to leverage retail deposit funding in Europe

•Flexibility to increase ABS mix as needed; preserving assets and committed capacity

•Target financial statement leverage of 9:1 to 10:1

•Maintain self-liquidating balance sheet

Ford Credit’s liquidity profile continues to be diverse, robust, and focused on maintaining liquidity levels that meet its business and funding requirements. Ford Credit regularly stress tests its balance sheet and liquidity to ensure that it can continue to meet its financial obligations through economic cycles.

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


		March 31, 2022			December 31, 2022			March 31, 2023				September 30, 2022			December 31, 2022			September 30, 2023
Funding Structure	Funding Structure										Funding Structure
Term unsecured debt	Term unsecured debt	$	55.1		$	48.3		$	49.3		Term unsecured debt	$	46.4		$	48.3		$	50.7
Term asset-backed securities	Term asset-backed securities	47.1			56.4			55.0			Term asset-backed securities	48.9			56.4			55.9
Ford Interest Advantage / Retail Deposits		13.3			14.3			15.3
Retail Deposits / Ford Interest Advantage											Retail Deposits / Ford Interest Advantage	12.7			14.3			16.3
Other	Other	1.7			2.6			2.2			Other	3.6			2.6			2.2
Equity	Equity	12.1			11.9			12.2			Equity	11.4			11.9			12.6
Adjustments for cash	Adjustments for cash	(11.9)			(11.2)			(10.2)			Adjustments for cash	(7.5)			(11.2)			(11.4)
Total Net Receivables	Total Net Receivables	$	117.4		$	122.3		$	123.8		Total Net Receivables	$	115.5		$	122.3		$	126.3

Securitized Funding as Percent of Total Debt	Securitized Funding as Percent of Total Debt	40.8		%	47.4		%	46.0		%	Securitized Funding as Percent of Total Debt	45.3		%	47.4		%	45.5		%

Net receivables were ~~$123.8~~$126.3 billion at ~~March 31,~~September 30, 2023 and were funded primarily with term unsecured debt and term asset-backed securities. Securitized funding as a percent of total debt was ~~46.0% at the end~~45.5% as of ~~the first quarter of~~September 30, 2023.

Public Term Funding Plan. The following table shows Ford Credit’s issuances for full year 2021 and 2022, planned issuances for full year 2023, and its global public term funding issuances through ~~May 1,~~October 25, 2023, excluding short-term funding programs (in billions):


		2021 Actual		2022 Actual		2023 Forecast	Through May 1			2021 Actual		2022 Actual		2023 Forecast	Through October 25
Unsecured	Unsecured	$	5	$	6	$ 10 - 13	$	6	Unsecured	$	5	$	6	$ 10 - 13	$	10
Securitizations (a)	Securitizations (a)	9		10		11 - 14	6		Securitizations (a)	9		10		13 - 14	12
Total public	Total public	$	14	$	16	$ 21 - 27	$	12	Total public	$	14	$	16	$ 23 - 27	$	22

__________

(a)See Definitions and Information Regarding Ford Credit Causal Factors section.

For 2023, Ford Credit now projects full year public term funding in the range of ~~$21~~$23 billion to $27 billion.

4852

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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


		March 31, 2022		December 31, 2022		March 31, 2023			September 30, 2022		December 31, 2022		September 30, 2023
Liquidity Sources (a)	Liquidity Sources (a)							Liquidity Sources (a)
Cash	Cash	$	11.9	$	11.2	$	10.2	Cash	$	7.6	$	11.3	$	11.6
Committed asset-backed facilities	Committed asset-backed facilities	36.1		37.4		40.5		Committed asset-backed facilities	34.2		37.4		42.3
Other unsecured credit facilities	Other unsecured credit facilities	2.8		2.3		2.5		Other unsecured credit facilities	2.1		2.3		2.4
Total liquidity sources	Total liquidity sources	$	50.8	$	50.9	$	53.2	Total liquidity sources	$	43.9	$	51.0	$	56.3

Utilization of Liquidity (a)	Utilization of Liquidity (a)							Utilization of Liquidity (a)
Securitization and restricted cash	Securitization and restricted cash	$	(3.0)	$	(2.9)	$	(3.0)	Securitization and restricted cash	$	(2.7)	$	(2.9)	$	(2.9)
Committed asset-backed facilities	Committed asset-backed facilities	(17.0)		(26.6)		(24.0)		Committed asset-backed facilities	(20.0)		(26.6)		(25.8)
Other unsecured credit facilities	Other unsecured credit facilities	(0.4)		(0.8)		(0.4)		Other unsecured credit facilities	(0.5)		(0.8)		(0.7)
Total utilization of liquidity	Total utilization of liquidity	$	(20.4)	$	(30.3)	$	(27.4)	Total utilization of liquidity	$	(23.2)	$	(30.3)	$	(29.4)

Gross liquidity	Gross liquidity	$	30.4	$	20.6	$	25.8	Gross liquidity	$	20.7	$	20.7	$	26.9
Asset-backed capacity in excess of eligible receivables and other adjustments		(2.0)		0.4		0.2
Other adjustments								Other adjustments	0.3		0.4		0.1
Net liquidity available for use	Net liquidity available for use	$	28.4	$	21.0	$	26.0	Net liquidity available for use	$	21.0	$	21.1	$	27.0

__________

(a)See Definitions and Information Regarding Ford Credit Causal Factors section.

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 ~~March 31,~~September 30, 2023, Ford Credit’s net liquidity available for use was ~~$26~~$27 billion, $5$5.9 billion higher than year-end 2022, reflecting strong access to public funding markets and the addition of ~~$3.1~~$4.9 billion in committed asset-backed capacity. At ~~March 31,~~September 30, 2023, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and unsecured credit facilities, totaled ~~$53.2~~$56.3 billion, up ~~$2.3~~$5.3 billion from year-end 2022.

Material Cash Requirements. Ford Credit’s material cash requirements include: (1) the purchase of retail financing and operating lease contracts from dealers and providing wholesale financing for dealers to finance new and used vehicles; and (2) debt repayments (for additional information on debt, see the “Aggregate Contractual Obligations” table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 19 of the Notes to the Financial Statements in our 2022 Form 10-K Report). In addition, subject to approval by Ford Credit’s Board of Directors, shareholder distributions may require the expenditure of a material amount of cash. Moreover, Ford Credit may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.

Ford Credit plans to utilize its liquidity (as described above) and its cash flows from business operations to fund its material cash requirements.

Funding and Liquidity Risks. Ford Credit’s funding plan is subject to risks and uncertainties, many of which are beyond its control, including disruption in the capital markets, that could impact both unsecured debt and asset-backed securities issuance and the effects of regulatory changes on the financial markets. Refer to the “Liquidity - Ford Credit Segment - Funding and Liquidity Risks” section of Item 7 of Part II of our 2022 Form 10-K Report for more information.

4953

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Leverage. Ford Credit uses leverage, or the debt-to-equity ratio, to make various business decisions, including evaluating and establishing pricing for finance receivable and operating lease financing, and assessing its capital structure.

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


		March 31, 2022		December 31, 2022		March 31, 2023			September 30, 2022		December 31, 2022		September 30, 2023
Leverage Calculation	Leverage Calculation							Leverage Calculation
Debt	Debt	$	115.5	$	119.0	$	119.6	Debt	$	108.0	$	119.0	$	122.9
Equity (a)	Equity (a)	12.1		11.9		12.2		Equity (a)	11.4		11.9		12.6
Financial statement leverage (to 1)	Financial statement leverage (to 1)	9.5		10.0		9.8		Financial statement leverage (to 1)	9.4		10.0		9.7

__________

(a)Total shareholder’s interest reported on Ford Credit’s balance sheets.

Ford Credit plans its leverage by considering market conditions and the risk characteristics of its business. At ~~March 31,~~September 30, 2023, Ford Credit’s financial statement leverage was ~~9.8:~~9.7:1. Ford Credit targets financial statement leverage in the range of 9:1 to 10:1.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Total Company

Pension Plans - Funded Balances. As of ~~March 31,~~September 30, 2023, our total Company pension underfunded status reported on our consolidated balance sheets was $0.2 billion and reflects the net funded status at December 31, 2022, updated for: service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. For plans without interim remeasurement, the discount rate and rate of expected return assumptions are unchanged from year-end 2022.

Return on Invested Capital (“ROIC”). We analyze total Company performance using an adjusted ROIC financial metric based on an after-tax, rolling ~~four quarter~~four-quarter average. The following table contains the calculation of our ROIC for the periods shown (in billions):


		Four Quarters Ending							Four Quarters Ending
		March 31, 2022			March 31, 2023				September 30, 2022			September 30, 2023
Adjusted Net Operating Profit/(Loss) After Cash Tax	Adjusted Net Operating Profit/(Loss) After Cash Tax							Adjusted Net Operating Profit/(Loss) After Cash Tax
Net income/(loss) attributable to Ford	Net income/(loss) attributable to Ford	$	11.6		$	2.9		Net income/(loss) attributable to Ford	$	9.0		$	6.2
Add: Noncontrolling interest	Add: Noncontrolling interest	—			(0.3)			Add: Noncontrolling interest	0.1			(0.3)
Less: Income tax	Less: Income tax	1.5			(0.4)			Less: Income tax	1.8			(0.9)
Add: Cash tax	Add: Cash tax	(0.6)			(0.9)			Add: Cash tax	(0.6)			(1.1)
Less: Interest on debt	Less: Interest on debt	(1.6)			(1.3)			Less: Interest on debt	(1.4)			(1.3)
Less: Total pension/OPEB income/(cost)	Less: Total pension/OPEB income/(cost)	4.8			(0.1)			Less: Total pension/OPEB income/(cost)	4.3			(1.2)
Add: Pension/OPEB service costs	Add: Pension/OPEB service costs	(1.1)			(0.9)			Add: Pension/OPEB service costs	(1.0)			(0.7)
Net operating profit/(loss) after cash tax	Net operating profit/(loss) after cash tax	$	5.2		$	2.6		Net operating profit/(loss) after cash tax	$	2.7		$	7.5
Less: Special items (excl. pension/OPEB) pre-tax	Less: Special items (excl. pension/OPEB) pre-tax	(0.4)			(6.6)			Less: Special items (excl. pension/OPEB) pre-tax	(4.9)			(2.7)
Adjusted net operating profit/(loss) after cash tax	Adjusted net operating profit/(loss) after cash tax	$	5.6		$	9.2		Adjusted net operating profit/(loss) after cash tax	$	7.6		$	10.2

Invested Capital	Invested Capital							Invested Capital
Equity	Equity	$	45.1		$	42.2		Equity	$	42.1		$	44.3
Debt (excl. Ford Credit)	Debt (excl. Ford Credit)	20.1			19.7			Debt (excl. Ford Credit)	20.3			19.8
Net pension and OPEB liability	Net pension and OPEB liability	5.8			4.6			Net pension and OPEB liability	4.6			4.6
Invested capital (end of period)	Invested capital (end of period)	$	70.9		$	66.5		Invested capital (end of period)	$	66.9		$	68.6
Average invested capital	Average invested capital	$	72.7		$	68.2		Average invested capital	$	71.0		$	67.5

ROIC (a)	ROIC (a)	7.2		%	3.8		%	ROIC (a)	3.8		%	11.1		%
Adjusted ROIC (Non-GAAP) (b)	Adjusted ROIC (Non-GAAP) (b)	7.8		%	13.5		%	Adjusted ROIC (Non-GAAP) (b)	10.7		%	15.1		%

__________

(a)Calculated as the sum of net operating profit/(loss) after cash tax from the last four quarters, divided by the average invested capital over the last four quarters.

(b)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.

Note: Numbers may not sum due to rounding.

5055

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

CREDIT RATINGS

Our short-term and long-term debt is rated by four credit rating agencies designated as nationally recognized statistical rating organizations (“NRSROs”) by the U.S. Securities and Exchange Commission: DBRS, Fitch, Moody’s, and S&P.

In several markets, locally recognized rating agencies also rate us. A credit rating reflects an assessment by the rating agency of the credit risk associated with a corporate entity or particular securities issued by that entity. Rating agencies’ ratings of us are based on information provided by us and other sources. Credit ratings are not recommendations to buy, sell, or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. 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~~The following rating actions were taken by these NRSROs since the filing of our ~~2022~~Quarterly Report on Form ~~10-K Report.~~10-Q for the quarter ended June 30, 2023:

•On September 6, 2023, Fitch upgraded the credit ratings for Ford and Ford Credit to BBB- from BB+ and revised the outlook to stable from positive.

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

NRSRO RATINGS

Ford

Ford Credit

NRSROs

Issuer
Default /
Corporate /
Issuer Rating

Long-Term Senior Unsecured

Outlook / Trend

Long-Term Senior Unsecured

Short-Term
Unsecured

Outlook / Trend

Minimum Long-Term Investment Grade Rating

DBRS

~~BB (high)~~BBB (low)

~~Positive~~Stable

~~BB (high)~~BBB (low)

~~R-4~~R-2 (low)

~~Positive~~Stable

BBB (low)

Fitch

~~BB+~~BBB-

~~Positive~~Stable

~~BB+~~BBB-

BF3

~~Positive~~Stable

BBB-

Moody’s

N/A

~~Ba2~~Ba1

Stable

~~Ba2~~Ba1

Stable

Baa3

S&P

BB+

Positive

BB+

Positive

BBB-

5156

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

OUTLOOK

~~We provided~~On July 27, 2023, Company guidance in our earnings release furnished on Form 8-K dated May 2, 2023. 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 2022 Form 10-K Report and as updated by our subsequent filings with the SEC.


						~~2023 Guidance~~
~~Total Company~~
~~Adjusted EBIT (a)~~						~~$9 - $11 billion~~
~~Adjusted Free Cash Flow (a)~~						~~About $6 billion~~
~~Capital spending~~						~~$8 - $9 billion~~

~~Ford Credit~~
~~EBT~~						~~About $1.3 billion~~

~~__________~~

~~(a)When~~ we ~~provide guidance for~~affirmed an adjusted EBIT ~~and adjusted free cash flow, we do not provide guidance~~range of $11 billion to $12 billion 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 2023 ~~we continue to expect adjusted EBIT of $9 billion to $11 billion and~~with adjusted free cash flow of ~~about $6~~$6.5 billion to $7 billion. Based on the $9.4 billion in adjusted EBIT we earned through the third quarter, we were on track to deliver our prior guidance. However, the UAW strike created significant uncertainty regarding our full-year results, and, although a tentative agreement has been reached with the UAW, given the impact of the strike and the fact that the agreement is subject to ratification, we are withdrawing our full-year 2023 guidance. This is in part because of the continued disruption in the industry with ongoing strikes and the follow-on impact to our shared supply base, the ramp of production in our plants and at our supplier partners, as well as other additional impacts.

~~On a segment basis, we expect:~~

•Ford Blue to deliver full-year EBIT of about $7 billion. Cost improvements and higher industry volumes will likely be offset partially by pricing headwinds, as inventory stocks continue to normalize and industry incentives rise throughout the year, along with adverse exchange.

•~~Ford Model e to report an EBIT loss of around $3 billion, largely reflecting disciplined investments in new products and capacity.~~

•~~Ford Pro’s EBIT to nearly double from full-year 2022 to around $6 billion. The gain is driven by improved pricing and volume, including the benefits from the launch of our all-new Super Duty.~~

•~~Ford Credit EBT to be about $1.3 billion.~~

~~Our outlook for 2023 assumes the headwinds and tailwinds below.~~

~~Headwinds:~~

•~~Global economic uncertainty~~

•~~Higher industrywide customer incentives as vehicle supply and demand rebalances~~

•~~Lower past service pension income and exchange~~

•~~Growth-related investments (e.g., customer experience, connected services, and capital expenditures)~~

~~Tailwinds:~~

•~~Improvement in the supply chain and higher industry volume with a seasonally adjusted annual rate (“SAAR”) of about 15 million in the United States and about 13 million in Europe~~

•~~Launch of our all-new Super Duty~~

•~~Lower cost of goods sold, including materials and commodities~~

5257

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 and Ford Credit’s financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19;

•Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule and specifications, and a shortage of or inability to acquire key components, such as semiconductors, or raw materials, such as lithium, cobalt, nickel, graphite, and manganese, can disrupt Ford’s production of vehicles;

•To facilitate access to the raw materials necessary for the production of electric vehicles, Ford has entered into, and expects to continue to enter into, multi-year commitments to raw material suppliers that subject Ford to risks associated with lower future demand for such materials as well as costs that fluctuate and are difficult to accurately forecast;

•Ford’s long-term competitiveness depends on the successful execution of Ford+;

•Ford’s vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or increased warranty costs;

•Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, restructurings, or new business strategies;

•Operational systems, security systems, vehicles, and services could be affected by cyber incidents, ransomware attacks, and other disruptions and impact Ford and Ford Credit as well as their suppliers and dealers;

•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, natural or man-made disasters, adverse effects of climate change, financial distress, production difficulties, capacity limitations, or other factors;

•Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;

•Ford’s ability to attract and retain talented, diverse, and highly skilled employees is critical to its success and competitiveness;

•Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries and its reputation may be harmed if it is unable to achieve the initiatives it has announced;

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

•With a global footprint, Ford’s results could be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, or other events;

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

•Ford may face increased price competition or a reduction in demand for its products resulting from industry excess capacity, currency fluctuations, competitive actions, or other factors;

•Inflationary pressure and fluctuations in commodity and energy prices, foreign currency exchange rates, interest rates, and market value of Ford or Ford Credit’s investments, including marketable securities, can have a significant effect on results;

•Ford and Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;

•The impact of government incentives on Ford’s business could be significant, and Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;

•Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;

•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, and data protection 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.

5358

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 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 2022 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

5459

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 (excl. 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 ordinarily 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

∘ Gains and losses on investments in equity securities						∘ No minimum

∘ Personnel expenses, supplier- and dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix						∘ Generally $100 million or more

∘ Other items that we do not necessarily 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.

5560

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 (excl. Ford Credit Debt), and certain pension/OPEB costs. Average invested capital is the sum of average balance sheet equity, debt (excl. Ford Credit Debt), and net pension/OPEB liability.

5661

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)


		First Quarter						Third Quarter								First Nine Months
		2022			2023				2022					2023					2022					2023
Net income/(loss) attributable to Ford (GAAP)	Net income/(loss) attributable to Ford (GAAP)	$	(3,110)		$	1,757			$	(827)				$	1,199				$	(3,270)				$	4,873
Income/(Loss) attributable to noncontrolling interests	Income/(Loss) attributable to noncontrolling interests	(9)			(94)				Income/(Loss) attributable to noncontrolling interests		(103)					(26)					(141)					(21)
Net income/(loss)	Net income/(loss)	$	(3,119)		$	1,663			Net income/(loss)		$	(930)				$	1,173				$	(3,411)				$	4,852
Less: (Provision for)/Benefit from income taxes	Less: (Provision for)/Benefit from income taxes	729			(496)				Less: (Provision for)/Benefit from income taxes		195					(214)					771					(982)
Income/(Loss) before income taxes	Income/(Loss) before income taxes	$	(3,848)		$	2,159			Income/(Loss) before income taxes		$	(1,125)				$	1,387				$	(4,182)				$	5,834
Less: Special items pre-tax	Less: Special items pre-tax	(5,866)			(912)				Less: Special items pre-tax		(2,607)					(487)					(11,092)					(2,593)
Income/(Loss) before special items pre-tax	Income/(Loss) before special items pre-tax	$	2,018		$	3,071			Income/(Loss) before special items pre-tax		$	1,482				$	1,874				$	6,910				$	8,427
Less: Interest on debt	Less: Interest on debt	(308)			(308)				Less: Interest on debt		(321)					(324)					(941)					(936)
Adjusted EBIT (Non-GAAP)	Adjusted EBIT (Non-GAAP)	$	2,326		$	3,379			Adjusted EBIT (Non-GAAP)		$	1,803				$	2,198				$	7,851				$	9,363

Memo:	Memo:								Memo:
Revenue ($B)	Revenue ($B)	$	34.5		$	41.5			Revenue ($B)		$	39.4				$	43.8				$	114.1				$	130.2
Net income/(loss) margin (GAAP) (%)	Net income/(loss) margin (GAAP) (%)	(9.0)		%	4.2		%		Net income/(loss) margin (GAAP) (%)		(2.1)		%			2.7		%			(2.9)		%			3.7		%
Adjusted EBIT margin (Non-GAAP) (%)	Adjusted EBIT margin (Non-GAAP) (%)	6.7		%	8.1		%		Adjusted EBIT margin (Non-GAAP) (%)		4.6		%			5.0		%			6.9		%			7.2		%

Earnings per Share Reconciliation to Adjusted Earnings per Share


		First Quarter				Third Quarter					First Nine Months
		2022		2023			2022			2023			2022			2023
Diluted After-Tax Results ($M)	Diluted After-Tax Results ($M)
Diluted after-tax results (GAAP)	Diluted after-tax results (GAAP)	$	(3,110)	$	1,757		Diluted after-tax results (GAAP)	$	(827)		$	1,199		$	(3,270)		$	4,873
Less: Impact of pre-tax and tax special items(a)	Less: Impact of pre-tax and tax special items(a)	(4,674)		(768)			Less: Impact of pre-tax and tax special items(a)	(2,063)			(376)			(8,819)			(2,098)
Adjusted net income/(loss) – diluted (Non-GAAP)	Adjusted net income/(loss) – diluted (Non-GAAP)	$	1,564	$	2,525		Adjusted net income/(loss) – diluted (Non-GAAP)	$	1,236		$	1,575		$	5,549		$	6,971

Basic and Diluted Shares (M)	Basic and Diluted Shares (M)						Basic and Diluted Shares (M)
Basic shares (average shares outstanding)	Basic shares (average shares outstanding)	4,008		3,990			Basic shares (average shares outstanding)	4,021			4,004			4,017			3,999
Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt	Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt	56		39			Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt	38			46			42			41
Diluted shares	Diluted shares	4,064		4,029			Diluted shares	4,059			4,050			4,059			4,040

Earnings/(Loss) per share – diluted (GAAP) ~~(a)~~(b)	Earnings/(Loss) per share – diluted (GAAP) ~~(a)~~(b)	$	(0.78)	$	0.44		Earnings/(Loss) per share – diluted (GAAP) ~~(a)~~(b)	$	(0.21)		$	0.30		$	(0.81)		$	1.21
Less: Net impact of adjustments	Less: Net impact of adjustments	(1.16)		(0.19)			Less: Net impact of adjustments	(0.51)			(0.09)			(2.18)			(0.52)
Adjusted earnings/(loss) per share – diluted (Non-GAAP)	Adjusted earnings/(loss) per share – diluted (Non-GAAP)	$	0.38	$	0.63		Adjusted earnings/(loss) per share – diluted (Non-GAAP)	$	0.30		$	0.39		$	1.37		$	1.73

_________

(a)~~The~~Includes adjustment for noncontrolling interest in 2023.

(b)In the third quarter and first ~~quarter~~nine months of 2022, ~~calculation excludes 56~~there were 38 million and 42 million shares, respectively, excluded from the calculation of ~~net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt~~diluted

earnings/(loss) per share, due to their anti-dilutive effect.

5762

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate


		First Quarter						Third Quarter								First Nine Months
		2022			2023				Memo: FY 2022				2022			2023			2022			2023			Memo: FY 2022
Pre-Tax Results ($M)	Pre-Tax Results ($M)											Pre-Tax Results ($M)
Income/(Loss) before income taxes (GAAP)	Income/(Loss) before income taxes (GAAP)	$	(3,848)		$	2,159			$	(3,016)		Income/(Loss) before income taxes (GAAP)	$	(1,125)		$	1,387		$	(4,182)		$	5,834		$	(3,016)
Less: Impact of special items	Less: Impact of special items	(5,866)			(912)				(12,172)			Less: Impact of special items	(2,607)			(487)			(11,092)			(2,593)			(12,172)
Adjusted earnings before taxes (Non-GAAP)	Adjusted earnings before taxes (Non-GAAP)	$	2,018		$	3,071			$	9,156		Adjusted earnings before taxes (Non-GAAP)	$	1,482		$	1,874		$	6,910		$	8,427		$	9,156

Taxes ($M)	Taxes ($M)											Taxes ($M)
(Provision for)/Benefit from income taxes (GAAP)	(Provision for)/Benefit from income taxes (GAAP)	$	729		$	(496)			$	864		(Provision for)/Benefit from income taxes (GAAP)	$	195		$	(214)		$	771		$	(982)		$	864
Less: Impact of special items (a)	Less: Impact of special items (a)	1,192			144				2,573			Less: Impact of special items (a)	544			87			2,273			408			2,573
Adjusted (provision for)/benefit from income taxes (Non-GAAP)	Adjusted (provision for)/benefit from income taxes (Non-GAAP)	$	(463)		$	(640)			$	(1,709)		Adjusted (provision for)/benefit from income taxes (Non-GAAP)	$	(349)		$	(301)		$	(1,502)		$	(1,390)		$	(1,709)

Tax Rate (%)	Tax Rate (%)											Tax Rate (%)
Effective tax rate (GAAP)	Effective tax rate (GAAP)	18.9		%	23.0		%		28.6		%	Effective tax rate (GAAP)	17.3		%	15.4		%	18.4		%	16.8		%	28.6		%
Adjusted effective tax rate (Non-GAAP)	Adjusted effective tax rate (Non-GAAP)	22.9		%	20.8		%		18.7		%	Adjusted effective tax rate (Non-GAAP)	23.5		%	16.1		%	21.7		%	16.5		%	18.7		%

_________

(a)The first ~~quarter~~nine months of 2022 reflects the tax consequences of unrealized losses on marketable securities. Full Year 2022 reflects the tax consequences of unrealized losses on marketable securities and ~~fourth quarter~~ favorable changes in our valuation allowances.

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


		First Quarter				Third Quarter							First Nine Months
		2022		2023			2022				2023				2022				2023
Net cash provided by/(used in) operating activities (GAAP)	Net cash provided by/(used in) operating activities (GAAP)	$	(1,084)	$	2,800		$	3,812			$	4,591			$	5,675			$	12,426

Less: Items not included in Company Adjusted Free Cash Flows	Less: Items not included in Company Adjusted Free Cash Flows						Less: Items not included in Company Adjusted Free Cash Flows
Ford Credit operating cash flows	Ford Credit operating cash flows	$	(419)	$	626		Ford Credit operating cash flows		$	(439)			$	1,800			$	(2,198)			$	3,007
Funded pension contributions	Funded pension contributions	(174)		(125)			Funded pension contributions		(130)				(190)				(458)				(424)
Restructuring (including separations) (a)	Restructuring (including separations) (a)	(176)		(81)			Restructuring (including separations) (a)		(179)				(297)				(492)				(496)
Ford Credit tax payments/(refunds) under tax sharing agreement	Ford Credit tax payments/(refunds) under tax sharing agreement	—		(5)			Ford Credit tax payments/(refunds) under tax sharing agreement		22				—				22				(5)
Other, net	Other, net	(20)		(140)			Other, net		(150)				(151)				(150)				(364)

Add: Items included in Company Adjusted Free Cash Flows	Add: Items included in Company Adjusted Free Cash Flows						Add: Items included in Company Adjusted Free Cash Flows
Company excluding Ford Credit capital spending	Company excluding Ford Credit capital spending	$	(1,349)	$	(1,760)		Company excluding Ford Credit capital spending		$	(1,613)			$	(2,191)			$	(4,465)			$	(5,878)
Ford Credit distributions	Ford Credit distributions	1,000		—			Ford Credit distributions		500				—				2,100				—
Settlement of derivatives	Settlement of derivatives	64		(72)			Settlement of derivatives		26				(13)				54				7
Company adjusted free cash flow (Non-GAAP)	Company adjusted free cash flow (Non-GAAP)	$	(580)	$	693		Company adjusted free cash flow (Non-GAAP)		$	3,601			$	1,225			$	6,640			$	4,837

_________

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

5863

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, Ford Pro, and Ford Next reportable segments, Corporate Other, Interest on Debt, and Special Items. Eliminations, where presented, primarily represent eliminations of intersegment transactions and deferred tax netting.

Selected Cash Flow Information. The following tables provide supplemental cash flow information (in millions):


		For the period ended March 31, 2023									For the period ended September 30, 2023
		First Quarter									First Nine Months
Cash flows from operating activities	Cash flows from operating activities	Company excluding Ford Credit		Ford Credit		Eliminations		Consolidated		Cash flows from operating activities	Company excluding Ford Credit		Ford Credit		Eliminations		Consolidated
Net income/(loss)	Net income/(loss)	$	1,423	$	240	$	—	$	1,663	Net income/(loss)	$	4,078	$	774	$	—	$	4,852
Depreciation and tooling amortization	Depreciation and tooling amortization	1,327		570		—		1,897		Depreciation and tooling amortization	3,956		1,722		—		5,678
Other amortization	Other amortization	(8)		(264)		—		(272)		Other amortization	4		(857)		—		(853)

Provision for/(Benefit from) credit and insurance losses	Provision for/(Benefit from) credit and insurance losses	1		82		—		83		Provision for/(Benefit from) credit and insurance losses	104		245		—		349
Pension and OPEB expense/(income)	Pension and OPEB expense/(income)	303		—		—		303		Pension and OPEB expense/(income)	1,026		—		—		1,026
Equity method investment dividends received in excess of (earnings)/losses and impairments	Equity method investment dividends received in excess of (earnings)/losses and impairments	—		(7)		—		(7)		Equity method investment dividends received in excess of (earnings)/losses and impairments	(59)		(12)		—		(71)
Foreign currency adjustments	Foreign currency adjustments	(57)		(37)		—		(94)		Foreign currency adjustments	(3)		(96)		—		(99)
Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments	Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments	66		(15)		—		51		Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments	193		(6)		—		187
Net (gain)/loss on changes in investments in affiliates	Net (gain)/loss on changes in investments in affiliates	(4)		—		—		(4)		Net (gain)/loss on changes in investments in affiliates	(19)		—		—		(19)
Stock compensation	Stock compensation	97		3		—		100		Stock compensation	340		10		—		350
Provision for/(Benefit from) deferred income taxes	Provision for/(Benefit from) deferred income taxes	20		(3)		—		17		Provision for/(Benefit from) deferred income taxes	(43)		(2)		—		(45)
Decrease/(Increase) in finance receivables (wholesale and other)	Decrease/(Increase) in finance receivables (wholesale and other)	—		(656)		—		(656)		Decrease/(Increase) in finance receivables (wholesale and other)	—		(1,234)		—		(1,234)
Decrease/(Increase) in intersegment receivables/payables	Decrease/(Increase) in intersegment receivables/payables	(101)		101		—		—		Decrease/(Increase) in intersegment receivables/payables	369		(369)		—		—
Decrease/(Increase) in accounts receivable and other assets	Decrease/(Increase) in accounts receivable and other assets	(711)		(21)		—		(732)		Decrease/(Increase) in accounts receivable and other assets	(2,876)		(89)		—		(2,965)
Decrease/(Increase) in inventory	Decrease/(Increase) in inventory	(1,967)		—		—		(1,967)		Decrease/(Increase) in inventory	(4,229)		—		—		(4,229)
Increase/(Decrease) in accounts payable and accrued and other liabilities	Increase/(Decrease) in accounts payable and accrued and other liabilities	2,382		(59)		—		2,323		Increase/(Decrease) in accounts payable and accrued and other liabilities	8,967		228		—		9,195
Other	Other	134		(39)		—		95		Other	374		(70)		—		304
Interest supplements and residual value support to Ford Credit	Interest supplements and residual value support to Ford Credit	(731)		731		—		—		Interest supplements and residual value support to Ford Credit	(2,763)		2,763		—		—
Net cash provided by/(used in) operating activities	Net cash provided by/(used in) operating activities	$	2,174	$	626	$	—	$	2,800	Net cash provided by/(used in) operating activities	$	9,419	$	3,007	$	—	$	12,426
Cash flows from investing activities										Cash flows from investing activities
Capital spending										Capital spending	$	(5,882)	$	(59)	$	—	$	(5,941)
Acquisitions of finance receivables and operating leases										Acquisitions of finance receivables and operating leases	—		(40,162)		—		(40,162)
Collections of finance receivables and operating leases										Collections of finance receivables and operating leases	—		33,726		—		33,726
Purchases of marketable and other investments										Purchases of marketable and other investments	(3,981)		(1,918)		—		(5,899)
Sales and maturities of marketable securities and other investments										Sales and maturities of marketable securities and other investments	8,405		1,979		—		10,384
Settlements of derivatives										Settlements of derivatives	7		(214)		—		(207)
Capital contributions to equity method investments										Capital contributions to equity method investments	(1,615)		—		—		(1,615)
Other										Other	(505)		—		—		(505)
Investing activity (to)/from other segments										Investing activity (to)/from other segments	—		1		(1)		—
Net cash provided by/(used in) investing activities										Net cash provided by/(used in) investing activities	$	(3,571)	$	(6,647)	$	(1)	$	(10,219)
Cash flows from financing activities										Cash flows from financing activities
Cash payments for dividends and dividend equivalents										Cash payments for dividends and dividend equivalents	$	(4,394)	$	—	$	—	$	(4,394)
Purchases of common stock										Purchases of common stock	—		—		—		—
Net changes in short-term debt										Net changes in short-term debt	(57)		(885)		—		(942)
Proceeds from issuance of long-term debt										Proceeds from issuance of long-term debt	—		36,582		—		36,582
Payments of long-term debt										Payments of long-term debt	(156)		(31,663)		—		(31,819)
Other										Other	(117)		(109)		—		(226)
Financing activity to/(from) other segments										Financing activity to/(from) other segments	(1)		—		1		—
Net cash provided by/(used in) financing activities										Net cash provided by/(used in) financing activities	$	(4,725)	$	3,925	$	1	$	(799)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash										Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(84)		(30)		—		(114)

Cash flows from investing activities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Capital spending $ (1,764) $ (16) $ — $ (1,780)
Acquisitions of finance receivables and operating leases — (12,543) — (12,543)
Collections of finance receivables and operating leases — 11,170 — 11,170
Purchases of marketable and other investments (1,572) (973) — (2,545)
Sales and maturities of marketable securities and other investments 3,496 917 — 4,413
Settlements of derivatives (72) 31 — (41)
Capital contributions to equity method investments (699) — — (699)
Other 48 — — 48
Investing activity (to)/from other segments — — — —
Net cash provided by/(used in) investing activities $ (563) $ (1,414) $ — $ (1,977)

Cash flows from financing activities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Cash payments for dividends and dividend equivalents $ (3,193) $ — $ — $ (3,193)
Purchases of common stock — — — —
Net changes in short-term debt (245) (1,966) — (2,211)
Proceeds from issuance of long-term debt — 13,912 — 13,912
Payments of long-term debt (14) (12,228) — (12,242)
Other (88) (52) — (140)
Financing activity to/(from) other segments — — — —
Net cash provided by/(used in) financing activities $ (3,540) $ (334) $ — $ (3,874)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash $ 20 $ 50 $ — $ 70

5964

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Selected Income Statement Information. The following table provides supplemental income statement information (in millions):


		For the period ended March 31, 2023								For the period ended September 30, 2023
		First Quarter								Third Quarter
		Company excluding Ford Credit			Ford Credit		Consolidated			Company excluding Ford Credit		Ford Credit		Consolidated
Revenues	Revenues	$	39,085		$	2,389	$	41,474	Revenues	$	41,176	$	2,625	$	43,801
Total costs and expenses	Total costs and expenses	37,175			2,186		39,361		Total costs and expenses	40,219		2,453		42,672
Operating income/(loss)	Operating income/(loss)	1,910			203		2,113		Operating income/(loss)	957		172		1,129
Interest expense on Company debt excluding Ford Credit	Interest expense on Company debt excluding Ford Credit	308			—		308		Interest expense on Company debt excluding Ford Credit	324		—		324
Other income/(loss), net	Other income/(loss), net	131			93		224		Other income/(loss), net	142		177		319
Equity in net income/(loss) of affiliated companies	Equity in net income/(loss) of affiliated companies	123			7		130		Equity in net income/(loss) of affiliated companies	254		9		263
Income/(Loss) before income taxes	Income/(Loss) before income taxes	1,856			303		2,159		Income/(Loss) before income taxes	1,029		358		1,387
Provision for/(Benefit from) income taxes	Provision for/(Benefit from) income taxes	433			63		496		Provision for/(Benefit from) income taxes	95		119		214
Net income/(loss)	Net income/(loss)	1,423			240		1,663		Net income/(loss)	934		239		1,173
Less: Income/(Loss) attributable to noncontrolling interests	Less: Income/(Loss) attributable to noncontrolling interests	(94)			—		(94)		Less: Income/(Loss) attributable to noncontrolling interests	(26)		—		(26)
Net income/(loss) attributable to Ford Motor Company	Net income/(loss) attributable to Ford Motor Company	$	1,517		$	240	$	1,757	Net income/(loss) attributable to Ford Motor Company	$	960	$	239	$	1,199

				For the period ended September 30, 2023
				First Nine Months
										Company excluding Ford Credit		Ford Credit		Consolidated

Revenues									Revenues	$	122,688	$	7,541	$	130,229
Total costs and expenses									Total costs and expenses	117,615		6,911		124,526
Operating income/(loss)									Operating income/(loss)	5,073		630		5,703
Interest expense on Company debt excluding Ford Credit									Interest expense on Company debt excluding Ford Credit	936		—		936
Other income/(loss), net									Other income/(loss), net	400		398		798
Equity in net income/(loss) of affiliated companies									Equity in net income/(loss) of affiliated companies	246		23		269
Income/(Loss) before income taxes									Income/(Loss) before income taxes	4,783		1,051		5,834
Provision for/(Benefit from) income taxes									Provision for/(Benefit from) income taxes	705		277		982
Net income/(loss)									Net income/(loss)	4,078		774		4,852
Less: Income/(Loss) attributable to noncontrolling interests									Less: Income/(Loss) attributable to noncontrolling interests	(21)		—		(21)
Net income/(loss) attributable to Ford Motor Company									Net income/(loss) attributable to Ford Motor Company	$	4,099	$	774	$	4,873

6065

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):


		March 31, 2023									September 30, 2023
Assets	Assets	Company excluding Ford Credit		Ford Credit		Eliminations		Consolidated		Assets	Company excluding Ford Credit		Ford Credit		Eliminations		Consolidated
Cash and cash equivalents	Cash and cash equivalents	$	12,829	$	9,315	$	—	$	22,144	Cash and cash equivalents	$	15,776	$	10,651	$	—	$	26,427
Marketable securities	Marketable securities	15,794		1,575		—		17,369		Marketable securities	13,224		1,464		—		14,688
Ford Credit finance receivables, net	Ford Credit finance receivables, net	—		40,350		—		40,350		Ford Credit finance receivables, net	—		42,572		—		42,572
Trade and other receivables, net	Trade and other receivables, net	4,342		10,578		—		14,920		Trade and other receivables, net	5,966		9,163		—		15,129
Inventories	Inventories	16,212		—		—		16,212		Inventories	18,326		—		—		18,326
Other assets	Other assets	3,119		1,009		—		4,128		Other assets	2,788		1,431		—		4,219
Receivable from other segments	Receivable from other segments	685		1,423		(2,108)		—		Receivable from other segments	397		1,832		(2,229)		—
Total current assets	Total current assets	52,981		64,250		(2,108)		115,123		Total current assets	56,477		67,113		(2,229)		121,361

Ford Credit finance receivables, net	Ford Credit finance receivables, net	—		51,084		—		51,084		Ford Credit finance receivables, net	—		53,434		—		53,434
Net investment in operating leases	Net investment in operating leases	951		21,057		—		22,008		Net investment in operating leases	1,057		20,358		—		21,415
Net property	Net property	37,729		241		—		37,970		Net property	39,112		258		—		39,370
Equity in net assets of affiliated companies	Equity in net assets of affiliated companies	3,327		121		—		3,448		Equity in net assets of affiliated companies	4,277		126		—		4,403
Deferred income taxes	Deferred income taxes	15,421		151		—		15,572		Deferred income taxes	15,509		153		—		15,662
Other assets	Other assets	10,289		1,306		—		11,595		Other assets	11,285		1,143		—		12,428
Receivable from other segments	Receivable from other segments	—		15		(15)		—		Receivable from other segments	—		30		(30)		—
Total assets	Total assets	$	120,698	$	138,225	$	(2,123)	$	256,800	Total assets	$	127,717	$	142,615	$	(2,259)	$	268,073
Liabilities										Liabilities
Payables										Payables	$	26,808	$	1,005	$	—	$	27,813
Other liabilities and deferred revenue										Other liabilities and deferred revenue	20,915		2,902		—		23,817
Debt payable within one year										Debt payable within one year	437		48,201		—		48,638

Payable to other segments										Payable to other segments	2,228		1		(2,229)		—
Total current liabilities										Total current liabilities	50,388		52,109		(2,229)		100,268

Other liabilities and deferred revenue										Other liabilities and deferred revenue	25,582		2,269		—		27,851
Long-term debt										Long-term debt	19,333		74,691		—		94,024
Deferred income taxes										Deferred income taxes	733		921		—		1,654
Payable to other segments										Payable to other segments	30		—		(30)		—
Total liabilities										Total liabilities	$	96,066	$	129,990	$	(2,259)	$	223,797

Liabilities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Payables $ 24,992 $ 1,036 $ — $ 26,028
Other liabilities and deferred revenue 19,370 2,457 — 21,827
Debt payable within one year 522 47,528 — 48,050
Payable to other segments 2,049 59 (2,108) —
Total current liabilities 46,933 51,080 (2,108) 95,905
Other liabilities and deferred revenue 23,914 1,994 — 25,908
Long-term debt 19,190 72,052 — 91,242
Deferred income taxes 639 909 — 1,548
Payable to other segments 15 — (15) —
Total liabilities $ 90,691 $ 126,035 $ (2,123) $ 214,603

6166

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Selected Other Information.

Equity. At ~~March 31,~~September 30, 2023, total equity attributable to Ford was ~~$42.4~~$44.3 billion, ~~a decrease~~an increase of ~~$0.8~~$1.0 billion compared with December 31, 2022. The detail for this change is shown below (in billions):


	Increase/ (Decrease)
Net income/(loss)	$	~~1.8~~4.9
Shareholder distributions	~~(3.2)~~(4.5)
Other comprehensive income/(loss), net	~~0.6~~ 0.4
Common stock issued (including share-based compensation impacts)	0.3
Other	(0.1)
Total	$	~~(0.8)~~1.0

U.S. Sales by Type. The following table shows ~~first~~third quarter 2023 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		U.S. Sales	U.S. Wholesales
Electric Vehicles	Electric Vehicles	10,866	8,473	Electric Vehicles	20,962	30,126
Hybrid Vehicles	Hybrid Vehicles	27,064	30,733	Hybrid Vehicles	34,861	37,923
Internal Combustion Vehicles	Internal Combustion Vehicles	437,976	455,512	Internal Combustion Vehicles	444,681	434,230
Total Vehicles	Total Vehicles	475,906	494,718	Total Vehicles	500,504	502,279

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

For a discussion of recent accounting standards, see Note 2 of the Notes to the Financial Statements.

6267

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Company Excluding Ford Credit

Foreign Currency Risk. The net fair value of foreign exchange forward contracts (including adjustments for credit risk) as of ~~March 31,~~September 30, 2023, was an asset of ~~$253~~$189 million, compared with an asset of $236 million as of December 31, 2022. The potential change in the fair value from a 10% change in the underlying exchange rates, in U.S. dollar terms, would have been ~~$2.7~~$2.9 billion at ~~March 31,~~September 30, 2023, compared with $1.9 billion at December 31, 2022.

Commodity Price Risk. The net fair value of commodity forward contracts (including adjustments for credit risk) as of ~~March 31,~~September 30, 2023, was a liability of ~~$32~~$72 million, compared with a liability of $49 million at December 31, 2022. The potential change in the fair value from a 10% change in the underlying commodity prices would have been ~~$193~~$195 million at ~~March 31,~~September 30, 2023, compared with $178 million at December 31, 2022.

Ford Credit Segment

Interest Rate Risk. To provide a quantitative measure of the sensitivity of its pre-tax cash flow to changes in interest rates, Ford Credit uses interest rate scenarios that assume a hypothetical, instantaneous increase or decrease of one percentage point in all interest rates across all maturities (a “parallel shift”), as well as a base case that assumes that all interest rates remain constant at existing levels. Maturing assets and liabilities are also instantaneously reinvested, capturing 100% of any hypothetical change in interest rates. The differences in pre-tax cash flow between these scenarios and the base case over a 12-month period represent an estimate of the sensitivity of Ford Credit’s pre-tax cash flow. Under this model, Ford Credit estimates that at ~~March 31,~~September 30, 2023, all else constant, such an increase in interest rates would increase its pre-tax cash flow by ~~$73~~$48 million over the next 12 months, compared with an increase of $127 million at December 31, 2022. In reality, new assets and liabilities may not immediately capture changes in interest rates, and interest rate changes are rarely instantaneous, parallel, or move exactly the one percentage point assumed in Ford Credit’s analysis. As a result, the actual impact to pre-tax cash flow could be higher or lower than the results detailed above.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. James D. Farley, Jr., our Chief Executive Officer (“CEO”), and John T. Lawler, our Chief Financial Officer (“CFO”), have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of ~~March 31,~~September 30, 2023, and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting. ~~On January 1,~~There were no changes in internal control over financial reporting during the quarter ended September 30, 2023 ~~Ford implemented a new operating model and reporting structure. As a result of this change, we analyze the results of~~that have materially affected, or are reasonably likely to materially affect, our business through the following segments: Ford Blue, Ford Model e, and Ford Pro (combined, replacing the previous Automotive segment), Ford Next (previously the Mobility segment), and Ford Credit. Our processes, procedures, and controls have been refined as appropriate, consistent with the new segment reporting structure.internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

PRODUCT LIABILITY MATTERS

Hill v. Ford (as previously reported on page 29 of our 2022 Form 10-K Report). Plaintiffs in this product liability action pending in Georgia state court allege that the roof of a 2002 Ford F-250 involved in a rollover accident was defectively designed. During the first trial in 2018, the judge declared a mistrial, ruled that Ford’s attorneys had violated pre-trial rulings while presenting evidence, and sanctioned Ford by prohibiting Ford from introducing any evidence at the second trial to show that the roof design of the F-250 was not defective. During the second trial in August 2022, a jury found that Pep Boys (the party that sold the tires on the vehicle involved in the rollover accident) was responsible for 30% of the damages, and Ford, as a direct result of the sanctions order prohibiting Ford from presenting its defense, was responsible for 70% of the damages, resulting in $16.8 million in damages being apportioned to Ford. The jury subsequently awarded punitive damages against Ford in the amount of $1.7 billion. Ford filed post-trial motions seeking a new trial, and on September 14, 2023, the trial court denied Ford’s post-trial motions. On October 13, 2023, Ford filed a notice of appeal with the Georgia Court of Appeals. We believe the law supports our position that Ford is entitled to a new trial with the right to present evidence in its defense.

ENVIRONMENTAL MATTERS

Any legal proceeding arising under any federal, state, or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, in which (i) a governmental authority is a party, and (ii) we believe there is the possibility of monetary sanctions (exclusive of interest and costs) in excess of $1,000,000 is described ~~herein.~~

~~As previously reported~~ on page 30 of our 2022 Form 10-K Report and page 64 of our Quarterly Report on ~~June 16, 2022,~~Form 10-Q for the New Jersey Department of Environmental Protection (“NJDEP”) filed a complaint in the Superior Court of New Jersey (Bergen County) seeking natural resource damages and other claims related to the Ringwood Mines/Landfill Site located in Ringwood, New Jersey. On February 21, 2023, the court denied our motion to dismiss. We continue to defend against the NJDEP’s allegations.quarter ended March 31, 2023.

OTHER MATTERS

Brazilian Tax Matters (as previously reported on page 31 of our 2022 Form 10-K ~~Report)~~Report, page 64 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and page 65 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023). One Brazilian state (São Paulo) and the Brazilian federal tax authority currently have outstanding substantial tax assessments against Ford Motor Company Brasil Ltda. (“Ford Brazil”) related to state and federal tax incentives Ford Brazil received for its operations in the Brazilian state of Bahia. The São Paulo assessment is part of a broader conflict among various states in Brazil. The federal legislature enacted laws designed to encourage the states to end that conflict, and in 2017 the states reached an agreement on a framework for resolution. Ford Brazil continues to pursue a resolution under the framework and expects the amount of any remaining assessments by the states to be resolved under that framework. The federal assessments are outside the scope of the legislation.

All of the outstanding assessments have been appealed to the relevant administrative court of each jurisdiction. To proceed with an appeal within the judicial court system, an appellant may be required to post collateral. To date, we have not been required to post any collateral. If we are required to post collateral, which could be in excess of $1 billion, we expect it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash collateral. Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to be remote.

ITEM 5. Other Information.

During the quarter ended September 30, 2023, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. Exhibits.

Designation

Description

Method of Filing

~~Exhibit 10.1~~

~~Annual Performance Bonus Plan Metrics for 2023.~~

~~Filed with this Report.~~

~~Exhibit 10.2~~

~~Performance Stock Unit Award Metrics for 2023.~~

~~Filed with this Report.~~

Exhibit 31.1

Rule 15d-14(a) Certification of CEO.

Filed with this Report.

Exhibit 31.2

Rule 15d-14(a) Certification of CFO.

Filed with this Report.

Exhibit 32.1

Section 1350 Certification of CEO.

Furnished with this Report.

Exhibit 32.2

Section 1350 Certification of CFO.

Furnished with this Report.

Exhibit 101.INS

Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”).

(a)

Exhibit 101.SCH

XBRL Taxonomy Extension Schema Document.

(a)

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

(a)

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

(a)

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

(a)

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

(a)

Exhibit 104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

(a)

__________

(a)Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FORD MOTOR COMPANY


By:			/s/ Cathy O’Callaghan
			Cathy O’Callaghan, Controller
			(principal accounting officer)

Date:			~~May 2,~~October 26, 2023

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